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                                                                  EXECUTION COPY


                        LORAL SPACE & COMMUNICATIONS LTD.

                                  $350,000,000

                          9-1/2% Senior Notes due 2006

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 21, 1999

Lehman Brothers Inc.
Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette
  Securities Corporation
C.E. Unterberg, Towbin
CIBC Oppenheimer Corp.
ING Baring Furman Selz LLC
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285

Ladies and Gentlemen:

     Loral Space & Communications Ltd., a Bermuda company (the "Company"),
proposes, subject to the terms and conditions stated in a purchase agreement
dated January 15, 1999 (the "Purchase Agreement"), to issue and sell to you (the
"Initial Purchasers") $350,000,000 aggregate principal amount of 9-1/2% Senior
Notes due 2006 (the "Notes"). The Notes will be issued pursuant to an indenture
dated as of January 15, 1999 (the "Indenture"), between the Company and The Bank
of New York, as trustee (the "Trustee"). This Agreement will have no force and
effect until the Notes are issued. As an inducement to the Initial Purchasers,
the Company hereby agrees with the several Initial Purchasers, for the benefit
of the holders of the Notes (including, without limitation, the Initial
Purchasers), the Exchange Notes (as defined below) and the Private Exchange
Notes (as defined below)(collectively, the "Holders"), as follows:

          1 Registered Exchange Offer. The Company shall, at its cost and
     expense, prepare and, not later than 90 days after (or if the 90th day is
     not a business day, the first business day thereafter) the Issue Date (as
     defined in the Indenture) of the Notes, file with the Securities and
     Exchange Commission (the "Commission") a registration statement (the
     "Exchange Offer Registration Statement") on an appropriate form under the
     Securities Act of 1933, as amended (the "Securities Act"), with respect to
     a proposed offer (the "Registered Exchange Offer") to the Holders of
     Transfer Restricted Notes (as defined in Section 6(e)), who are not
     prohibited by any law or policy of the Commission from participating in the
     Registered Exchange Offer, to issue and deliver to such Holders, in
     exchange for the Notes, a like aggregate principal amount of debt
     securities (the "Exchange Notes") of the Company issued under the Indenture
     and identical in all material respects to the Notes (except for the
     transfer restrictions relating to the Notes) that would be registered under
     the Securities Act. The Company shall use reasonable efforts to cause such
     Exchange Offer Registration Statement to become effective under the
     Securities Act within 210 days (or if the 210th day is not a business day,
     the first business day thereafter) after the Issue Date of the Notes and
     shall keep the Exchange Offer Registration Statement effective for not less
     than 30 days (or longer if required by applicable law or the policy of the
     Commission) after the date on which notice of the Registered Exchange Offer
     is mailed to the Holders (such period being called the "Exchange Offer
     Registration Period").

     If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 30 days after the commencement
thereof; provided, however, that the Company has accepted all the Notes
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, unless the Registered Exchange Offer would not be
permitted by applicable law or the Commission's policy, the Company shall
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Notes
electing to exchange the Notes for Exchange Notes (assuming that such Holder is
not an affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Notes in the



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ordinary course of such Holder's business, has no arrangements with any person
to participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes and is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to trade such Exchange
Notes from and after their receipt without any limitations or restrictions under
the Securities Act and without material restrictions under the securities laws
of the several states of the United States. In connection with such Registered
Exchange Offer, the Company shall take all such reasonable further action,
including, without limitation, appropriate filings under state securities laws,
as may be necessary to realize the foregoing objective subject to the proviso of
Section 3(h).

     The Company and the Initial Purchasers acknowledge that the foregoing
statement of the objective of the Registered Exchange Offer is based upon
current interpretations by the staff of the Commission's Division of Corporation
Finance, which interpretations are subject to change without notice, and further
acknowledge that, pursuant to current interpretations by the Commission's staff
of Section 5 of the Securities Act, in the absence of an applicable exemption
therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes,
acquired for its own account as a result of market making activities or other
trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to
deliver a prospectus containing the information set forth in Annex A hereto on
the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Notes received by such Exchanging Dealer pursuant to the Registered
Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Notes
acquired in exchange for Notes constituting any portion of an unsold allotment
is required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

     The Company shall use its reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein in order to permit such prospectus to be lawfully delivered by
all persons subject to the prospectus delivery requirements



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of the Securities Act for such period of time as such persons must comply with
such requirements in order to resell the Exchange Notes; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days after the expiration date of the Registered
Exchange Offer and the date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Notes held by them (unless such period is
extended pursuant to Section 3(j) below), and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Notes for a
period not less than 90 days after the consummation of the Registered Exchange
Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Transfer Restricted Notes acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such
Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Transfer Restricted Notes held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States) to the Transfer
Restricted Notes (the "Private Exchange Notes"); provided, however, that the
Company shall not be required to effect such exchange if, in the opinion of
counsel to the Company, such exchange cannot be effected without registration
under the Securities Act. The Private Exchange Notes shall bear the same CUSIP
number as the Exchange Notes. The Transfer Restricted Notes, the Exchange Notes
and the Private Exchange Notes are herein collectively called the "Securities".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) mail, or cause to be mailed, to each Holder a copy of the
     prospectus forming part of the Exchange Offer Registration Statement,
     together with an appropriate letter of transmittal and related documents;


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          (b) keep the Registered Exchange Offer open for not less than 30
     calendar days (or longer, if required by applicable law or policy of the
     Commission) after the date notice thereof is mailed to the Holders;

          (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d) permit Holders to withdraw tendered Transfer Restricted Notes at
     any time prior to the close of business, New York time, on the last
     Business Day (as defined in the Indenture) on which the Registered Exchange
     Offer shall remain open;

          (e) use its best efforts to consummate the Registered Exchange Offer
     within 30 business days after the Exchange Offer Registration Statement is
     declared effective; and

          (f) otherwise comply in all material respects with all applicable law.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (i) accept for exchange all the Transfer Restricted Notes validly
     tendered and not validly withdrawn pursuant to the Registered Exchange
     Offer or the Private Exchange, as the case may be;

          (ii) deliver, or cause to be delivered to, the Trustee for cancelation
     all the Transfer Restricted Notes so accepted for exchange; and

          (iii) cause the Trustee to authenticate and promptly deliver to each
     Holder of the Transfer Restricted Notes, Exchange Notes or Private Exchange
     Notes, as the case may be, equal in principal amount to the Transfer
     Restricted Notes of each Holder so accepted for exchange.

     The Exchange Notes and the Private Exchange Notes may be issued under the
Indenture, which will provide that


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the Exchange Notes will not be subject to the transfer restrictions set forth in
the Indenture and that all the Securities will vote and consent together on all
matters as one class and that none of the Securities will have the right to vote
or consent as a class separate from one another on any matter.

     Interest on the Exchange Notes and the Private Exchange Notes will accrue
from (A) the later of (i) the last interest payment date on which interest was
paid on the Securities surrendered in the exchange therefor or (ii) if the
Securities are surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date of such interest
payment date or (B) if no interest has been paid on such Securities, from the
date of original issue of the Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Notes received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Notes or the Exchange Notes within the meaning of the Securities Act,
(iii) such Holder is not an "affiliate", as defined in Rule 405 of the
Securities Act, of the Company or, if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes, and (v) if such Holder is a broker-dealer,
that it will receive Exchange Notes for its own account in exchange for Notes
that were acquired as a result of market-making activities or other trading
activities and that it will deliver a prospectus in connection with any resale
of such Exchange Notes.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto will comply in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer


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Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, will not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that in no such case shall the Company be
responsible for information concerning any Initial Purchaser of the Securities
included in the Exchange Offer Registration Statement, the prospectus contained
therein, or any amendment or supplement thereto, as the case may be.

     2 Shelf Registration. If (i) the Company is not required to file the
Exchange Offer Registration Statement or permitted to consummate the Registered
Exchange Offer because the Registered Exchange Offer is not permitted by
applicable law or Commission policy; or (ii) any Holder of Transfer Restricted
Notes notifies the Company prior to the 20th day following the consummation of
the Registered Exchange Offer that (A) it is prohibited by law or Commission
policy from participating in the Registered Exchange Offer, or (B) that it may
not resell the Exchange Notes acquired by it in the Registered Exchange Offer to
the public without delivering a prospectus and the prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales, or (C) that it is a broker-dealer and owns Notes acquired directly from
the Company or an affiliate of the Company, the Company shall take the following
actions:

          (a) The Company shall, at its cost, use reasonable efforts to file, as
     promptly as practicable (but in no event later 90 days after so required or
     requested pursuant to this Section 2 with the Commission and shall
     thereafter use its reasonable efforts to cause to be declared effective
     within 210 days after the obligation to file such Shelf Registration
     Statement arises a registration statement (a "Shelf Registration Statement"
     and, together with the Exchange Offer Registration Statement, a
     "Registration Statement") on an appropriate form under the Securities Act
     relating to the offer and sale of


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     the Transfer Restricted Notes by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in the Shelf
     Registration Statement and Rule 415 under the Securities Act (hereinafter,
     a "Shelf Registration"); provided, however, that no Holder (other than an
     Initial Purchaser) shall be entitled to have the Securities held by it
     covered by such Shelf Registration Statement unless such Holder agrees in
     writing to be bound by all the provisions of this Agreement applicable to
     such Holder (including certain indemnification obligations).

          (b) The Company shall use its reasonable efforts to keep any Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, until the principal of, and interest and Liquidated
     Damages (if any) on, the Securities have been paid in full or such shorter
     period that will terminate when all the Securities covered by the Shelf
     Registration Statement (i) have been sold pursuant thereto or (ii) are
     distributed to the public pursuant to Rule 144 under the Securities Act or
     are saleable pursuant to Rule 144(k) under the Securities Act (in any such
     case, such period being called the "Shelf Registration Period"). Subject to
     Section 6(b), the Company shall be deemed not to have used its reasonable
     efforts to keep a Shelf Registration Statement effective during the
     requisite period if the Company voluntarily takes any action that would
     result in Holders of Securities covered thereby not being able to offer and
     sell such Securities during that period, unless such action is required by
     applicable law; provided, however, that the Company shall not be deemed to
     have voluntarily taken any such action if the Company enters, in good
     faith, into negotiations concerning, or executes and delivers any agreement
     or other document relating to, any business combination, acquisition or
     disposition.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause any Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and


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     regulations of the Commission and (ii) not to contain any untrue statement
     of a material fact or omit to state a material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they were made, not misleading.

     3 Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, the Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a) The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of each Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering) is participating in the Registered Exchange Offer or a Shelf
     Registration Statement, shall use its reasonable efforts to reflect in each
     such document, when so filed with the Commission, such comments as such
     Initial Purchaser reasonably may propose; (ii) include the information set
     forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange
     Offer Procedures" section and the "Purpose of the Exchange Offer" section
     and in Annex C hereto in the "Plan of Distribution" section of the
     prospectus forming a part of the Exchange Offer Registration Statement and
     include the information set forth in Annex D hereto in the Letter of
     Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if
     requested by an Initial Purchaser, include the information required by
     Items 507 or 508 of Regulation S-K under the Securities Act, as applicable,
     in the prospectus forming a part of the Exchange Offer Registration
     Statement; (iv) include within the prospectus contained in the Exchange
     Offer Registration Statement a section entitled "Plan of Distribution",
     reasonably acceptable to the Initial Purchasers, which shall contain a
     summary statement of the positions taken or policies made by the staff of
     the Commission with respect to the potential "underwriter" status of any
     broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
     Exchange Notes received by such


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     broker-dealer in the Registered Exchange Offer (an "Exchanging Dealer"),
     whether such positions or policies have been publicly disseminated by the
     staff of the Commission or such positions or policies, in the reasonable
     judgment of the Initial Purchasers based upon advice of counsel (which may
     be in-house counsel), represent the prevailing views of the staff of the
     Commission; and (v) in the case of a Shelf Registration Statement, include
     the names of the Holders who propose to sell Securities pursuant to the
     Shelf Registration Statement as selling securityholders.

          (b) The Company shall give written notice to the Initial Purchasers
     and the Holders of the Securities from whom the Company has received prior
     written notice that it will be an Exchanging Dealer in the Registered
     Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
     accompanied by an instruction to suspend the use of the prospectus until
     the requisite changes have been made):

               (i) when a Registration Statement or any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
          supplements to a Registration Statement or the prospectus included
          therein or for additional information (provided, however, that with
          respect to any requests prior to the effectiveness of the Registration
          Statement, the Company shall be required to give written notice only
          to the Initial Purchasers and their counsel, Cravath, Swaine & Moore);

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of a Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the Securities for
          sale in any jurisdiction or the initiation or threatening of any
          proceeding for such purpose; and


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               (v) of the happening of any event that requires the Company to
          make changes in the Registration Statement or the prospectus in order
          that the Registration Statement or the prospectus does not contain an
          untrue statement of a material fact nor omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

          (c) The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of the Registration Statement.

          (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e) The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests, without charge,
     at least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules, and, if any Initial Purchaser or any such Holder requests, all
     exhibits thereto (including those incorporated by reference).

          (f) The Company shall deliver to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in the Shelf Registration Statement and any amendment or supplement thereto
     as such person may reasonably request. The Company consents, subject to the
     provisions of this Agreement, to the use of the prospectus or any amendment
     or supplement thereto included in the Shelf Registration Statement by each
     of the selling Holders of the Securities in connection with the offering
     and sale of the Securities covered by such prospectus, or any such
     amendment or supplement.


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          (g) The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer and such other persons required to deliver a prospectus
     during the Exchange Offer Registration Period and/or Shelf Registration
     Period, as applicable, without charge, as many copies of the final
     prospectus included in the Exchange Offer Registration Statement and any
     amendment or supplement thereto as such persons may reasonably request. The
     Company consents, subject to the provisions of this Agreement, to the use
     of the prospectus or any amendment or supplement thereto by any Initial
     Purchaser, if necessary, any Exchanging Dealer and such other persons as
     are required to deliver a prospectus following the Registered Exchange
     Offer in connection with the offering and sale of the Exchange Notes
     covered by the prospectus, or any amendment or supplement thereto, included
     in such Exchange Offer Registration Statement, in each case in the form
     most recently provided to each party by the Company.

          (h) Prior to any public offering of the Securities, pursuant to any
     Registration Statement, the Company shall use its reasonable efforts to
     register or qualify or cooperate with the Holders of the Securities
     included therein and their respective counsel in connection with the
     registration or qualification of the Securities for offer and sale under
     the securities or "blue sky" laws of such states of the United States as
     any Holder of the Securities reasonably requests in writing and do any and
     all other acts or things necessary or advisable to enable the offer and
     sale in such jurisdictions of the Securities covered by such Registration
     Statement; provided, however, that the Company shall not be required to (i)
     qualify generally to do business in any jurisdiction where it is not then
     so qualified, (ii) take any action which would subject it to general
     service of process or to taxation in any jurisdiction where it is not then
     so subject, (iii) register or qualify Securities or take any other action
     under the securities or "blue sky" laws of any jurisdiction if, in the
     judgment of the Board of Directors or such other governing body of the
     Company, the consequences of such registration, qualification or other
     action would be unduly burdensome to the Company or (iv) make any changes
     to its organizational documents or any agreement with its equity holders.


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          (i) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

          (j) Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Notes or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Exchanging Dealer in accordance with paragraphs
     (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
     until the requisite changes to the prospectus have been made, then the
     Initial Purchasers, the Holders of the Securities and any such Exchanging
     Dealers shall suspend use of such prospectus, and the period of
     effectiveness of the Shelf Registration Statement provided for in Section
     2(b) above and the Exchange Offer Registration Statement provided for in
     Section 1 above shall each be extended (i) by the number of days from and
     including the date of the giving of such notice to and including the date
     when the Initial Purchasers, the Holders of the Securities and any known
     Exchanging Dealer shall have received such amended or supplemented
     prospectus pursuant to this Section 3(j) or (ii) if earlier, until the date
     when none of the Securities represent Transfer Restricted Notes (as defined
     in Section 6(e)).


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          (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Transfer
     Restricted Notes, the Exchange Notes or the Private Exchange Notes, as the
     case may be, and provide the applicable trustee with printed certificates
     for the Notes, the Exchange Notes or the Private Exchange Notes, as the
     case may be, in a form eligible for deposit with The Depository Trust
     Company.

          (l) The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or a Shelf Registration, and the Company will
     make generally available to its security holders (or otherwise provide in
     accordance with Section 11(a) of the Securities Act) an earnings statement
     satisfying the provisions of Section 11(a) of the Securities Act, no later
     than 45 days after the end of a 12-month period (or 90 days, if such period
     is a fiscal year) beginning with the first month of its first fiscal
     quarter commencing after the effective date of the Registration Statement,
     which statement shall cover such 12-month period.

          (m) The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification. In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

          (n) The Company may require each Holder of Securities to be sold
     pursuant to any Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, and the Company may exclude from such
     registration the Securities of any Holder that unreasonably fails to
     furnish such information within a reasonable time after receiving such
     request. Each such Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in


<PAGE>   14


     information previously furnished by such Holder to the Company or of the
     occurrence of any event, in either case, as a result of which any
     prospectus relating to such registration contains or would contain an
     untrue statement of a material fact regarding such Holder or such Holder's
     intended method of distribution of such Securities, or omits to state a
     material fact regarding such Holder or such Holder's intended method of
     distribution of such Securities, required to be stated therein or necessary
     to make the statements therein not misleading in light of the circumstances
     then existing, and promptly to furnish to the Company any additional
     information required to correct and update any previously furnished
     information or required so that such prospectus shall not contain, with
     respect to such Holder or the distribution of such Securities, an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing. Each such Holder
     shall comply with the provisions of the Securities Act applicable to such
     Holder with respect to the disposition by such Holder of Securities,
     covered by such registration statement in accordance with the intended
     methods of disposition by such Holder set forth in such registration
     statement.

          (o) The Company shall enter into such customary agreements (including
     if requested an underwriting agreement in customary form) and take all such
     other action, if any, as Holders of a majority in aggregate principal
     amount of Securities being sold or the managing underwriters shall
     reasonably request in order to facilitate the disposition of the Securities
     pursuant to any Shelf Registration; provided, however, that in the case of
     actions that facilitate the disposition of a particular Holder's
     Securities, only such Holders request is required; provided further, that
     the Company shall not be required to enter into any such agreement more
     than once with respect to all of the Securities and may delay entering into
     such agreement until the consummation of any underwritten public offering
     which the Company shall have then undertaken.

          (p) In the case of a Shelf Registration, the Company shall (i) make
     reasonably available for


<PAGE>   15


     inspection by the Holders of the Securities, any underwriter participating
     in any disposition pursuant to the Shelf Registration Statement and any
     attorney, accountant or other agent retained by the Holders of the
     Securities or any such underwriter all relevant financial and other
     records, pertinent corporate documents and properties of the Company and
     (ii) cause the Company's officers, directors, employees, accountants and
     auditors to supply all relevant information reasonably requested by the
     Holders of the Securities or any such underwriter, attorney, accountant or
     agent in connection with the Shelf Registration Statement, in each case, as
     shall be reasonably necessary, in the judgment of the Holder or any such
     underwriter, attorney, accountant or agent referred to in this paragraph,
     to conduct a reasonable investigation within the meaning of Section 11 of
     the Securities Act; provided, however, that the foregoing inspection and
     information gathering shall be coordinated on behalf of the Initial
     Purchasers by you and on behalf of the other parties by one counsel
     designated by and on behalf of such other parties as described in Section 4
     hereof and shall be expressly subject to the confidential treatment by such
     parties as to all proprietary information of the Company.

          (q) In the case of a Shelf Registration, the Company, if requested by
     (i) Holders of a majority in aggregate principal amount of Securities, (ii)
     such Holder's counsel, or (iii) the managing underwriter (if any), covered
     thereby, shall use reasonable efforts to cause (x) its counsel to deliver
     an opinion and updates thereof relating to the Registration Statement and
     the Securities in customary form addressed to such Holders and the managing
     underwriters, if any, thereof and dated the effective date of such Shelf
     Registration Statement covering the matters customarily covered in opinions
     of counsel requested in underwritten offerings and such other matters as
     may be reasonably requested by the managing underwriter or underwriters;
     (y) its officers to execute and deliver all customary documents and
     certificates and updates thereof reasonably requested by any underwriters
     of the applicable Securities; and (z) its independent public accountants to
     provide to the selling Holders of the applicable Securities and any
     underwriter therefor a comfort letter in customary form and covering
     matters of the


<PAGE>   16


     type customarily covered in comfort letters in connection with primary
     underwritten offerings, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          (r) In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser or any known Exchanging Dealer, the Company shall use
     reasonable efforts to cause (i) its counsel to deliver to such Initial
     Purchaser or such Exchanging Dealer a signed opinion in the form as is
     customary in connection with such a Registration Statement and (ii) its
     independent public accountants to deliver to such Initial Purchaser or such
     Exchanging Dealer a comfort letter, in customary form.

          (s) If the Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Transfer Restricted Notes by Holders to
     the Company (or to such other Person as directed by the Company) in
     exchange for the Exchange Notes or the Private Exchange Notes, as the case
     may be, the Company shall mark, or cause to be marked, on the Transfer
     Restricted Notes so exchanged that such Transfer Restricted Notes are being
     canceled in exchange for the Exchange Notes or the Private Exchange Notes,
     as the case may be; in no event shall the Transfer Restricted Notes be
     marked as paid or otherwise satisfied.

          (t) In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules of the By-Laws of the National
     Association of Securities Dealers, Inc. (the "NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company shall
     assist such broker-dealer in complying with the requirements of such Rules
     and By-Laws.

          (u) The Company will use its reasonable efforts to cause the
     Securities or the Exchange Securities, as applicable, covered by a
     Registration Statement to continue to be rated, during the period for which
     such


<PAGE>   17


     Registration Statement is required to be effective, by the rating agencies
     that initially rated the Securities, if so requested by Holders of a
     majority in aggregate principal amount of Securities covered by such
     Registration Statement or the Exchange Securities, as the case may be, or
     the managing underwriters, if any.

          (v) The Company shall use its reasonable efforts to take all other
     steps reasonably necessary to effect the registration of the Securities
     covered by a Registration Statement contemplated hereby.

     4 Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of the Company's obligations under
Sections 1 through 3 hereof (including the reasonable fees and expenses of one
counsel to the Initial Purchasers, incurred in connection with the Registered
Exchange Offer), whether or not the Registered Exchange Offer or a Shelf
Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear, or reimburse the Holders of the Securities covered
thereby for, the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Securities
covered thereby to act as counsel for the Holders of the Securities in
connection therewith, it being understood that the Company shall not be
responsible for the fees and expenses of more than one counsel employed at any
one time; provided, however, that in an underwritten offering, the Company shall
not be responsible for any fees or expenses of any underwriter, including any
underwriting discounts or commissions, or any legal fees or expenses of counsel
to any underwriter. Notwithstanding the foregoing, the Holders of Securities
being registered shall pay all agency or brokerage fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Securities and the fees and disbursements of any counsel or other advisors or
experts retained by such Holders (severally or jointly), other than the one
counsel specifically referred to above.

     5 Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities and each person, if any, who controls such Holder
or such Exchanging Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Exchanging Dealer and


<PAGE>   18


such controlling persons being referred to collectively as the "Indemnified
Parties") from and against any losses, claims, damages or liabilities, joint or
several, or any actions in respect thereof (including, but not limited to, any
losses, claims, damages, liabilities or actions relating to purchases and sales
of the Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto,
or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and shall reimburse, as incurred, the Indemnified Parties for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Company shall not be liable in
any such case to the extent that such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus relating
to a Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein, (ii) with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any prospectus relating to the registration statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any person as
to which there is a prospectus delivery requirement (a "Delivering Seller") that
sold the Securities to the person asserting any such losses, claims, damages or
liabilities to the extent that any such loss, claim, damage or liability of such
Delivering Seller results from the fact that there was not sent or given to such
person, on or prior to the written confirmation of such sale, a copy of the
relevant prospectus, as amended and supplemented, provided that (A) the Company
shall have previously furnished copies thereof to such Delivering Seller in
accordance with this Agreement and (B) such furnished prospectus, as amended and
supplemented, would have corrected any such untrue statement


<PAGE>   19


or omission or alleged untrue statement or omission, and (iii) this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such persons within
the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders; provided, however, that the Company
shall not indemnify any such party to the extent its liability arises from its
failure to comply with the requirements described in Annexes A, B, C and D
hereto, as updated.

     (b) Each Holder of the Securities (and, if requested by the Company, each
placement agent or underwriter in connection with the registration), severally
and not jointly, will indemnify and hold harmless the Company and each person,
if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act and the directors, officers, agents and employees of such
controlling persons from and against any losses, claims, damages or liabilities
or any actions in respect thereof to which the Company, any such controlling
person or director, officer, agent or employee of such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information pertaining to such Holder or such
underwriter, as the case may be, and furnished to the Company by or on behalf of
such Holder or such underwriter, as the case may be, specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse, as incurred, the Company for any legal or other
expenses reasonably incurred by the Company or any such controlling person in
connection with investigating or defending any


<PAGE>   20


loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such Holder or such
underwriter, as the case may be, may otherwise have to the Company or any such
controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above, except to the extent that it
is prejudiced or harmed in any material respect by failure to give such prompt
notice. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with one counsel (and local counsel as necessary)
reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof the indemnifying party will not be
liable to such indemnified party under this Section 5 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the indemnified party, not to
be unreasonably withheld, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified party unless
such settlement includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action. No
indemnifying party shall be liable for any amounts paid in settlement of any
action or claim without its written consent, which consent shall not be
unreasonably withheld, but if settled in accordance with its written consent or
if there be a final


<PAGE>   21


judgment of the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.

     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above for any reason other than as provided in subsection (c) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party or
parties on the other from the exchange of the Notes, pursuant to the Registered
Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i)
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party or parties on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such Holder or
such other indemnified person, as the case may be, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the
Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the
sale of the Securities pursuant to a Registration Statement exceeds the


<PAGE>   22


amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each officer, director, employee, representative and
agent of an indemnified party and each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such indemnified party, and each
officer, director, employee, representative and agent of the Company and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as the
Company.

     (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancelation of this Agreement
or any investigation made by or on behalf of any indemnified party.

     6 Liquidated Damages Under Certain Circumstances. (a) Additional cash
interest (the "Liquidated Damages") with respect to the Securities shall be
assessed against the Company as follows if any of the following events occurs
(each such event in clauses (i) through (iv) below a "Registration Default"):

          (i) if the Company fails to file either the Exchange Offer
     Registration Statement or Shelf Registration Statement on or before the
     date specified for the filing thereof in Sections 1 and 2 hereof,
     respectively;

          (ii) if any such Registration Statement so required to be filed is not
     declared effective by the Commission on or before, in the case of the
     Exchange Offer Registration Statement, the date that is 210 days after the
     Issue Date, and in the case of the Shelf Registration Statement, the date
     that is 210 days after the obligation to file such Shelf Registration
     Statement arises (each such date being hereinafter referred to as an
     "Effectiveness Target Date");


<PAGE>   23


          (iii) if the Company fails to consummate the Registered Exchange Offer
     within 30 business days after the Effectiveness Target Date with respect to
     such Registered Exchange Offer; or

          (iv) if after either an Exchange Offer Registration Statement or a
     Shelf Registration Statement is declared effective (A) such Registration
     Statement thereafter ceases to be effective; or (B) such Registration
     Statement or the related prospectus ceases to be usable (except as
     permitted in paragraph (b)) in connection with resales of Transfer
     Restricted Notes during the periods specified herein because either (1) any
     event occurs as a result of which the related prospectus forming part of
     such Registration Statement would include any untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein in the light of the circumstances under which they were
     made not misleading, or (2) it shall be necessary to amend such
     Registration Statement or supplement the related prospectus, to comply with
     the Securities Act or the Exchange Act or the respective rules thereunder.

Liquidated Damages shall accrue on the Transfer Restricted Notes with respect to
the first 90-day period immediately following such Registration Default in an
amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted
Notes held by each Holder (over and above the interest set forth in the title of
the Transfer Restricted Notes) from and including the date on which any such
Registration Default shall occur until the date on which all such Registration
Defaults have been cured. The Liquidated Damages will increase by an additional
$.05 per week per $1,000 principal amount of the Notes held by each Holder
during each subsequent 90-day period until the date on which all such
Registration Defaults have been cured; provided, however, that the rate of
Liquidated Damages shall not exceed a maximum of $.50 per week per $1,000
principal amount of the Notes held by each Holder at any time.

     (b) A Registration Default referred to in Section 6(a)(iv)(B) shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-


<PAGE>   24


effective amendment to such Shelf Registration Statement to incorporate annual
audited or, if required by the rules and regulations under the Securities Act,
quarterly unaudited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events or
developments with respect to the Company that would need to be described in such
Shelf Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in no event shall the Company be required
to disclose the business purpose for such suspension if the Company determines
in good faith that such business purpose must remain confidential.
Notwithstanding the foregoing, the Company shall not be required to pay
Liquidated Damages with respect to the Securities of a Holder if the failure
arises from the Company's failure to file, or cause to become effective, a Shelf
Registration Statement within the time periods specified in this Section 6 by
reason of the failure of such Holder to provide such information as (i) the
Company may reasonably request, with reasonable prior written notice, for use in
the Shelf Registration Statement or any prospectus included therein to the
extent the Company reasonably determines that such information is required to be
included therein by applicable law, (ii) the Commission may request in
connection with such Shelf Registration Statement or (iii) is required to comply
with the agreements of such Holder as contained in Section 3(n) to the extent
compliance thereof is necessary for the Shelf Registration Statement to be
declared effective.

     (c) The parties hereto agree that the Liquidated Damages provided for in
this Section constitute a reasonable estimate of and are intended to constitute
the sole damages that will be suffered by Holders of Securities by reason of the
failure of the applicable Registration Statement to be filed, to be declared
effective or to remain effective, or of the Exchange Offer to be consummated, as
the case may be, to the extent required by this Agreement.

     (d Any Liquidated Damages accruing on the Transfer Restricted Notes will be
payable in cash on the regular interest payment dates (each a "Damages Payment


<PAGE>   25


Date") with respect to the Transfer Restricted Notes to the holders of record on
the applicable record date.

     (e "Transfer Restricted Notes" means each Security until (i) the date on
which such Transfer Restricted Note has been exchanged by a person other than a
broker-dealer for a freely transferrable Exchange Note in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of a Transfer Restricted Note for an Exchange Note, the date on
which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Transfer Restricted Note has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement
or (iv) the date on which such Transfer Restricted Note is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company shall use its reasonable efforts to file
the reports required to be filed under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, will, upon the request of any Holder of Transfer Restricted Notes, make
publicly available other information so long as necessary to permit sales of its
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Transfer Restricted Notes may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). The Company will provide a
copy of this Agreement to prospective purchasers of Notes identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Transfer Restricted Notes, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Notes
covered by any Shelf Registration


<PAGE>   26


are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Notes to be included in such
offering (subject to the approval (which approval shall not be unreasonably
withheld) of the Company, provided, however, that the Company shall not be
obligated to arrange for more than one underwritten offering during the period
that such Shelf Registration is required to be effective pursuant to this
Agreement).

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Notes on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, lock-up agreements, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

     9. Miscellaneous. (a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Company
and the written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents.

     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:


<PAGE>   27


          (1) if to a Holder of the Securities, at the most current address
     given by such Holder to the Company in accordance with the provisions of
     this Section 9(b), which address initially is, with respect to each Holder,
     the address of such Holder to which confirmation of the sale of the Notes
     to such Holder was first sent by the Initial Purchasers, with a copy in
     like manner to you as follows:

                           Lehman Brothers Inc.
                           3 World Financial Center
                           200 Vesey Street
                           New York, NY  10285
                           Attention:  Syndicate Department

     with a copy to:

                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, New York  10019
                           Fax No.:  (212) 474-3700
                           Attention:  Robert Rosenman

          (2) if to the Initial Purchasers, at the addresses specified in
     Section 9(b)(1);

          (3) if to the Company, at its address as follows:

                           Loral Space & Communications Ltd.
                           600 Third Avenue
                           New York, NY 10016
                           Attention:  Eric J. Zahler

     with a copy to:

                           Willkie Farr & Gallagher
                           787 Seventh Avenue
                           New York, NY 10019
                           Fax No: (212) 728-8111
                           Attention:  Bruce R. Kraus

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed;


<PAGE>   28


when receipt is acknowledged by recipient's facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

     (c) No Inconsistent Agreements. The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (d) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

     (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     (h) Jurisdiction; Consent to Service of Process. THE COMPANY HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURTS
LOCATED IN THE CITY OF NEW YORK FOR ANY LAWSUITS, CLAIMS OR OTHER PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES NOT TO COMMENCE ANY SUCH
LAWSUIT, CLAIM OR OTHER PROCEEDING EXCEPT IN SUCH COURTS. THE COMPANY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF
ANY LAWSUIT, CLAIM, OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT
COURTS LOCATED IN THE CITY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH LAWSUIT, CLAIM OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY HAS


<PAGE>   29


APPOINTED ERIC J. ZAHLER AT 600 THIRD AVENUE, NEW YORK, NEW YORK 10016, U.S.A.
(HEREINAFTER REFERRED TO IN SUCH CAPACITY AS THE "PROCESS AGENT"), AS ITS
AUTHORIZED AGENT UPON WHOM PROCESS MAY BE SERVED IN ANY SUCH SUIT OR PROCEEDING.
THE COMPANY REPRESENTS TO YOU THAT IT HAS NOTIFIED THE PROCESS AGENT OF SUCH
DESIGNATION AND APPOINTMENT AND THAT THE PROCESS AGENT HAS ACCEPTED THE SAME IN
WRITING. THE COMPANY HAS AUTHORIZED AND DIRECTED THE PROCESS AGENT TO ACCEPT
SUCH SERVICE. IF THE PROCESS AGENT SHALL CEASE TO ACT AS THE COMPANY'S AGENT FOR
SERVICE OF PROCESS, THE COMPANY SHALL APPOINT WITHOUT DELAY ANOTHER SUCH AGENT
AND NOTIFY YOU OF SUCH APPOINTMENT. THE COMPANY FURTHER AGREES THAT SERVICE OF
PROCESS UPON THE PROCESS AGENT AND WRITTEN NOTICE OF SAID SERVICE TO THE COMPANY
MAILED BY FIRST CLASS MAIL OR DELIVERED TO THE PROCESS AGENT SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT YOUR RIGHT OR THE RIGHT OF ANY PERSON
CONTROLLING ANY OF YOU TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
THE COMPANY AGREES THAT A FINAL ACTION IN ANY SUCH SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER LAWFUL MANNER.

     (i) Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     (j) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.


<PAGE>   30


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to Lehman Brothers Inc. a counterpart hereof, whereupon
this Agreement will become a binding agreement among the Company and the several
Initial Purchasers in accordance with its terms.

                                           Very truly yours,

                                           LORAL SPACE & COMMUNICATIONS LTD.

                                                 by
                                                     /s/ Richard Townsend
                                                    ----------------------------
                                                     Name:
                                                     Title:


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

LEHMAN BROTHERS INC.
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
C.E. UNTERBERG, TOWBIN
CIBC OPPENHEIMER CORP.
ING BARING FURMAN SELZ LLC



by  LEHMAN BROTHERS INC.


      by
           /s/ Stephen Mehos
           -------------------------
           Name: Stephen Mehos
           Title: Vice President


<PAGE>   31



                                                                         ANNEX A

     Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company has agreed that, for a period of 180 days
after the Expiration Date (as defined herein), it will make this prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."


<PAGE>   32


                                                                         ANNEX B


     Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution."



                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for existing Notes where such existing Notes were acquired as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until [ ], 1999, all dealers
effecting transactions in the Exchange Notes may be required to deliver a
prospectus. */

     The Company will not receive any proceeds from any sale of Exchange Notes
by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or



--------
     */ In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.


<PAGE>   33


negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer for the purchasers of any
such Exchange Notes. Any broker-dealer that resells Exchange Notes that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Notes and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the reasonable expenses of one counsel
for the Holders of the Notes) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


<PAGE>   34



                                                                         ANNEX D

 _____
/____/   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

         Name: ____________________________________________

         Address: _________________________________________

                  _________________________________________


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.