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                                                                   Exhibit 10.5

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December
21, 2001, is by and among the parties identified as "PLEDGORS" on the signature
pages hereto and such other parties as may become Pledgors hereunder after the
date hereof (individually a "Pledgor", and collectively the "Pledgors") and BANK
OF AMERICA, N.A., as collateral agent (in such capacity, the "Collateral Agent")
for the holders of the Secured Obligations referenced below.

                               W I T N E S S E T H

         WHEREAS, a $600 million credit facility has been established in favor
of Loral SpaceCom Corporation, a Delaware corporation (the "Company"), pursuant
to the terms of that Amended and Restated Credit Agreement dated as of the date
hereof (as amended, modified, increased, extended, renewed or replaced, the
"SpaceCom Credit Agreement") among the Company, as borrower, the lenders
identified therein and Bank of America, N.A., as Administrative Agent;

         WHEREAS, a $494 million credit facility has been established in favor
of Loral Satellite, Inc., a Delaware corporation ("Satellite") pursuant to the
terms of that Credit Agreement dated as of November 17, 2000 (as amended,
modified, extended, increased, renewed or replaced, the "Satellite Credit
Agreement") among Satellite, as borrower, the lenders identified therein and
Bank of America, N.A., as Administrative Agent; and

         WHEREAS, the Company has agreed to provide, and to cause its Domestic
Subsidiaries to provide, a pledge of and security interest in substantially all
of the personal property of the Company and its Domestic Subsidiaries, subject
only to certain exceptions and qualifications identified herein and in the
Collateral Documents, to secure the loans and obligations owing under both the
SpaceCom Credit Agreement and the Satellite Credit Agreement as hereafter more
particularly described;

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
shall have the meanings provided in the Credit Agreement. In addition, the
following terms, which are defined in the UCC as in effect in the State of New
York on the date hereof, are used herein as so defined: Accession, Financial
Asset, Proceeds and Security. As used herein:

                  "Collateral Documents" means any and all security agreements,
         pledge agreements, deeds of trust, security deeds, mortgages or like
         instruments establishing or otherwise giving effect to the liens and
         security interests in the collateral, including UCC financing
         statements and notice filings in respect of intellectual property, in
         each case as amended and modified.

                  "Credit Agreement" means the SpaceCom Credit Agreement, or if
         the SpaceCom Credit Agreement has expired or been terminated and all
         amounts owing thereunder paid in full, the Satellite Credit Agreement.

                  "Credit Documents" means the SpaceCom Credit Documents and the
         Satellite Credit Documents.

                  "Event of Default" has the meaning provided in Section 8
         hereof.
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                  "Pledged Collateral" has the meaning provided in Section 2
         hereof.

                  "Pledged Shares" has the meaning provided in Section 2 hereof.

                  "Satellite Credit Documents" means (i) the Satellite Credit
         Agreement, the notes issued thereunder and the other credit documents
         referenced therein relating thereto, as amended, modified, extended or
         replaced, and (ii) the Collateral Documents.

                  "Satellite Creditors" means the holders of the Satellite
         Indebtedness.

                  "Satellite Indebtedness" means all of the following, whether
         now or hereafter outstanding or incurred: (i) the principal of and
         interest (including interest accruing after commencement of a
         proceeding in bankruptcy, reorganization or insolvency, whether or not
         allowable as a claim) on the loans and obligations, and all other
         amounts (including, without limitation, all fees, indemnities, charges,
         expenses and other monetary obligations), owing from time to time under
         the Satellite Credit Agreement or any of the other Satellite Credit
         Documents; (ii) subject to Section 26 hereof, all guaranty obligations
         given in respect of the Satellite Indebtedness; and (iii) all renewals,
         extensions, refinancings, refundings, amendments and modifications of
         any of the foregoing Satellite Indebtedness, whether in whole or in
         part.

                  "Secured Obligations" means the SpaceCom Indebtedness and the
         Satellite Indebtedness.

                  "SpaceCom Credit Documents" means (i) the SpaceCom Credit
         Agreement, the notes issued thereunder and the other credit documents
         referenced therein relating thereto, as amended, modified, extended or
         replaced, (ii) the interest rate protection or foreign currency
         exchange agreements, the obligations under which constitute SpaceCom
         Indebtedness hereunder, and (iii) the Collateral Documents.

                  "SpaceCom Indebtedness" means all of the following, whether
         now or hereafter outstanding or incurred: (i) the principal of and
         interest (including interest accruing after commencement of a
         proceeding in bankruptcy, reorganization or insolvency, whether or not
         allowable as a claim) on the loans and obligations, and all other
         amounts (including, without limitation, all reimbursement obligations,
         fees, indemnities, charges, expenses and other monetary obligations),
         owing from time to time under the SpaceCom Credit Agreement and the
         other SpaceCom Credit Documents; (ii) subject to Section 26 hereof, the
         guaranty obligations of the guarantors under the SpaceCom Credit
         Agreement and the other SpaceCom Credit Documents; (iii) the
         obligations owing by the Company, or a subsidiary or affiliate of the
         Company, to any lender or affiliate of a lender under the SpaceCom
         Credit Agreement arising under any interest rate protection or foreign
         currency exchange agreement or any guaranty given in respect thereof;
         and (iv) all amendments, modifications, renewals, extensions,
         refinancings, refundings and restructurings of any of the foregoing
         SpaceCom Indebtedness, whether in whole or in part, and the agreements
         governing such SpaceCom Indebtedness; provided, however, that under no
         circumstances shall the obligations owing under the Collateral
         Documents to the lenders and the administrative agent under the
         Satellite Credit Agreement be considered SpaceCom Indebtedness.

                  "UCC" means the Uniform Commercial Code.

         2. Pledge and Grant of Security Interest. To secure the prompt payment
and performance in full when due, whether by lapse of time, acceleration,
mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor
hereby grants, pledges and assigns to the Collateral Agent, for the benefit of
the


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holders of the Secured Obligations, a continuing security interest in, and a
right to set-off against, any and all right, title and interest of such Pledgor
in and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the "Pledged Collateral"):

                  (a) Pledged Shares. Except for the Subsidiaries excluded by
         Borrower in accordance with Section 8.9 of the Credit Agreement, (i)
         one hundred percent (100%) (or, if less, the full amount owned by such
         Pledgor) of the issued and outstanding Capital Stock owned by such
         Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached
         hereto and (ii) sixty-five percent (65%) (or, if less, the full amount
         owned by such Pledgor) of the issued and outstanding shares of Capital
         Stock entitled to vote (within the meaning of Treas. Reg. Section
         1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if
         less, the full amount owned by such Pledgor) of the issued and
         outstanding Capital Stock not entitled to vote (within the meaning of
         Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") owned by such
         Pledgor of each first-tier Foreign Subsidiary set forth on Schedule
         2(a) attached hereto, in each case together with the certificates (or
         other agreements or instruments), if any, representing such Capital
         Stock, and all options and other rights, contractual or otherwise, with
         respect thereto (collectively, together with the Capital Stock
         described in Section 2(b) and 2(c) below, the "Pledged Shares"),
         including, but not limited to, the following:

                           (A) all shares, securities, membership interests or
                  other equity interests representing a dividend on any of the
                  Pledged Shares, or representing a distribution or return of
                  capital upon or in respect of the Pledged Shares, or resulting
                  from a stock split, revision, reclassification or other
                  exchange therefor, and any subscriptions, warrants, rights or
                  options issued to the holder of, or otherwise in respect of,
                  the Pledged Shares; and

                           (B) without affecting the obligations of the Pledgors
                  under any provision prohibiting such action hereunder or under
                  the Credit Agreement, in the event of any consolidation or
                  merger involving the issuer of any Pledged Shares and in which
                  such issuer is not the surviving entity, all Capital Stock (in
                  the applicable percentage specified in Section 2(a) above) of
                  the successor entity formed by or resulting from such
                  consolidation or merger.

                  (b) Additional Shares. Except for the Subsidiaries excluded by
         Borrower in writing in accordance with Section 8.9 of the Credit
         Agreement, (i) one hundred percent (100%) (or, if less, the full amount
         owned by such Pledgor) of the issued and outstanding Capital Stock
         owned by such Pledgor of any Person which hereafter becomes a Domestic
         Subsidiary and (ii) sixty-five percent (65%) (or, if less, the full
         amount owned by such Pledgor) of the Voting Equity and one hundred
         percent (100%) (or, if less, the full amount owned by such Pledgor) of
         the Non-Voting Equity owned by such Pledgor of any Person which
         hereafter becomes a first-tier Foreign Subsidiary, including, without
         limitation, the certificates (or other agreements or instruments), if
         any, representing such Capital Stock.

                  (c) Accessions and Proceeds. All Accessions and all Proceeds
         of any and all of the foregoing.

         Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional Capital Stock to the Collateral Agent as collateral
security for the Secured Obligations. Upon delivery to the Collateral Agent,
such additional Capital Stock shall be deemed to be part of the Pledged
Collateral of such Pledgor and shall be subject to


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the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to
refer to such additional Capital Stock.

         3. Security for Secured Obligations. The security interest created
hereby in the Pledged Collateral of each Pledgor constitutes continuing
collateral security for all of the Secured Obligations.

         4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

                  (a) Each Pledgor shall deliver to the Collateral Agent (i)
         simultaneously with or prior to the execution and delivery of this
         Pledge Agreement, all certificates representing the Pledged Shares of
         such Pledgor and (ii) promptly upon the receipt thereof by or on behalf
         of a Pledgor, all other certificates and instruments constituting
         Pledged Collateral of a Pledgor. Prior to delivery to the Collateral
         Agent, all such certificates and instruments constituting Pledged
         Collateral of a Pledgor shall be held in trust by such Pledgor for the
         benefit of the Collateral Agent pursuant hereto. All such certificates
         shall be delivered in suitable form for transfer by delivery or shall
         be accompanied by duly executed instruments of transfer or assignment
         in blank, substantially in the form provided in Schedule 4(a) attached
         hereto.

                  (b) Additional Securities. If such Pledgor shall receive by
         virtue of its being or having been the owner of any Pledged Collateral,
         any (i) certificate, including without limitation, any certificate
         representing a dividend or distribution in connection with any increase
         or reduction of capital, reclassification, merger, consolidation, sale
         of assets, combination of shares or other equity interests, stock
         splits, spin-off or split-off, promissory notes or other instruments;
         (ii) option or right, whether as an addition to, substitution for, or
         an exchange for, any Pledged Collateral or otherwise; (iii) dividends
         payable in securities; or (iv) distributions of securities or other
         equity interests in connection with a partial or total liquidation,
         dissolution or reduction of capital, capital surplus or paid-in
         surplus, then (subject to the percentage limitations set forth in
         Section 2(a) hereof) such Pledgor shall receive such certificate,
         instrument, option, right or distribution in trust for the benefit of
         the Collateral Agent, shall segregate it from such Pledgor's other
         property and shall deliver it forthwith to the Collateral Agent in the
         exact form received together with any necessary endorsement and/or
         appropriate stock power duly executed in blank, substantially in the
         form provided in Schedule 4(a), to be held by the Collateral Agent as
         Pledged Collateral and as further collateral security for the Secured
         Obligations.

                  (c) Financing Statements. Each Pledgor shall execute and
         deliver to the Collateral Agent such UCC or other applicable financing
         statements as may be reasonably requested by the Collateral Agent in
         order to perfect and protect the security interest created hereby in
         the Pledged Collateral of such Pledgor.

         5. Representations and Warranties. Each Pledgor hereby represents and
warrants to the Collateral Agent, for the benefit of the holders of the Secured
Obligations (other than any such obligations that, by their terms, survive
termination of the Credit Documents), that so long as any of the Secured
Obligations remains outstanding and until all of the commitments relating
thereto have been terminated:

                  (a) Authorization of Pledged Shares. The Pledged Shares are
         duly authorized and validly issued, are fully paid and, with respect to
         any Pledged Shares consisting of stock of a corporation, nonassessable.

                  (b) Title. Each Pledgor has good and indefeasible title to the
         Pledged Collateral of such Pledgor and will at all times be the legal
         and beneficial owner of such Pledged Collateral


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<PAGE>
         free and clear of any Lien, other than Permitted Liens. There exists no
         "adverse claim" within the meaning of Section 8-102 of the UCC with
         respect to the Pledged Shares of such Pledgor.

                  (c) Exercising of Rights. The exercise by the Collateral Agent
         of its rights and remedies hereunder will not violate any law or
         governmental regulation or any material contractual restriction binding
         on or affecting a Pledgor or any of its property (except as may be
         required under state, federal or foreign communications laws).

                  (d) Pledgor's Authority. No authorization, approval or action
         by, and no notice or filing with any Governmental Authority or with the
         issuer of any Pledged Stock is required either (i) for the pledge made
         by a Pledgor or for the granting of the security interest by a Pledgor
         pursuant to this Pledge Agreement (except as have been already
         obtained) or (ii) for the exercise by the Collateral Agent or the
         holders of the Secured Obligations of their rights and remedies
         hereunder (except as may be required under state, federal or foreign
         communications laws).

                  (e) Security Interest/Priority. This Pledge Agreement creates
         a valid security interest in favor of the Collateral Agent for the
         benefit of the holders of the Secured Obligations, in the Pledged
         Collateral. The taking of possession by the Collateral Agent of the
         certificates, if any, representing the Pledged Shares and all other
         certificates and instruments constituting Pledged Collateral will
         perfect and establish the first priority of the Collateral Agent's
         security interest in the Pledged Shares and, when properly perfected by
         filing or registration, in all other Pledged Collateral represented by
         such Pledged Shares and instruments securing the Secured Obligations.
         Except as set forth in this Section 5(e), no action is necessary to
         perfect or otherwise protect such security interest.

                  (f) Partnership and Membership Interests. Except as disclosed
         to the Collateral Agent, none of the Pledged Shares consisting of
         partnership or limited liability company interests (i) is dealt in or
         traded on a securities exchange or in a securities market, (ii) by its
         terms expressly provides that it is a security governed by Article 8 of
         the UCC, (iii) is an investment company security, (iv) is held in a
         securities account or (v) constitutes a Security or a Financial Asset.

                  (g) No Other Interests. As of the date hereof, except for the
         Capital Stock of Non-Guarantor Subsidiaries and the Capital Stock of
         the Foreign Subsidiaries (other than the 65% or less pledged pursuant
         hereto), no Pledgor owns any Capital Stock other than as set forth on
         Schedule 2(a) attached hereto.

         6. Covenants. Each Pledgor hereby covenants, that so long as any of the
Secured Obligations (other than any such obligations that, by their terms,
survive termination of the Credit Documents) remains outstanding and until all
of the commitments relating thereto have been terminated, such Pledgor shall:

                  (a) Defense of Title. Warrant and defend title to and
         ownership of the Pledged Collateral of such Pledgor at its own expense
         against the claims and demands of all other parties claiming an
         interest therein, keep the Pledged Collateral free from all Liens,
         except for Permitted Liens, and not sell, exchange, transfer, assign,
         lease or otherwise dispose of Pledged Collateral of such Pledgor or any
         interest therein, except as permitted under the Credit Agreement and
         the other Credit Documents.

                  (b) Further Assurances. Promptly execute and deliver at its
         expense all further instruments and documents and take all further
         action that may be necessary and desirable or that the Collateral Agent
         may reasonably request in order to (i) perfect and protect the security
         interest


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         created hereby in the Pledged Collateral of such Pledgor (including,
         without limitation, any and all action necessary to satisfy the
         Collateral Agent that the Collateral Agent has obtained a first
         priority perfected security interest in all Pledged Collateral); (ii)
         enable the Collateral Agent to exercise and enforce its rights and
         remedies hereunder in respect of the Pledged Collateral of such
         Pledgor; and (iii) otherwise effect the purposes of this Pledge
         Agreement, including, without limitation and if requested by the
         Collateral Agent, delivering to the Collateral Agent irrevocable
         proxies in respect of the Pledged Collateral of such Pledgor.

                  (c) Amendments. Not make or consent to any amendment or other
         modification or waiver with respect to any of the Pledged Collateral of
         such Pledgor or enter into any agreement or allow to exist any
         restriction with respect to any of the Pledged Collateral of such
         Pledgor other than pursuant hereto or as may be permitted under the
         Credit Agreement.

                  (d) Issuance or Acquisition of Capital Stock. Not, without
         executing and delivering, or causing to be executed and delivered, to
         the Collateral Agent such agreements, documents and instruments as the
         Collateral Agent may require, issue or acquire any Capital Stock
         consisting of an interest in a partnership or a limited liability
         company that (i) is dealt in or traded on a securities exchange or in a
         securities market, (ii) by its terms expressly provides that it is a
         security governed by Article 8 of the UCC, (iii) is an investment
         company security, (iv) is held in a securities account or (v)
         constitutes a Security or a Financial Asset.

         7. Advances by Holders of the Secured Obligations. On failure of any
Pledgor to perform any of the covenants and agreements contained herein, the
Collateral Agent may, at its sole option and in its reasonable discretion,
perform the same (provided that the Collateral Agent shall promptly give the
Borrower notice of such performance after the fact) and in so doing may expend
such sums as the Collateral Agent may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any insurance
premiums, the payment of any taxes, a payment to obtain a release of a Lien or
potential Lien, expenditures made in defending against any adverse claim and all
other expenditures which the Collateral Agent or the holders of the Secured
Obligations may make for the protection of the security hereof or which may be
compelled to make by operation of law. All such sums and amounts so expended
shall be repayable by the Pledgors on a joint and several basis (subject to
Section 26 hereof) promptly upon timely notice thereof and demand therefor,
shall constitute additional Secured Obligations and shall bear interest from the
date said amounts are expended at the default rate specified in the Credit
Agreement for Revolving Loans that are Base Rate Loans. No such performance of
any covenant or agreement by the Collateral Agent or the holders of the Secured
Obligations on behalf of any Pledgor, and no such advance or expenditure
therefor, shall relieve the Pledgors of any default under the terms of this
Pledge Agreement, the other Credit Documents or any other documents relating to
the Secured Obligations. The holders of the Secured Obligations may make any
payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such bill, statement or estimate
or into the validity of any tax assessment, sale, forfeiture, tax lien, title or
claim except to the extent such payment is being contested in good faith by a
Pledgor in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

         8. Events of Default. The occurrence of an event which would constitute
an Event of Default under the Credit Agreement shall be an event of default
hereunder (an "Event of Default").

         9. Remedies.

                  (a) General Remedies. Upon the occurrence of an Event of
         Default and during the continuance thereof, the Collateral Agent and
         the holders of the Secured Obligations shall have, in respect of the
         Pledged Collateral, in addition to the rights and remedies provided
         herein, in the


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         Credit Documents, in any other documents relating to the Secured
         Obligations, or by law (including, without limitation, levy of
         attachment and garnishment), the rights and remedies of a secured party
         under the UCC of the jurisdiction applicable to the affected Pledged
         Collateral.

                  (b) Sale of Pledged Collateral. Upon the occurrence of an
         Event of Default and during the continuance thereof, without limiting
         the generality of this Section 9 and without notice, the Collateral
         Agent may, in its sole discretion, sell or otherwise dispose of or
         realize upon the Pledged Collateral, or any part thereof, in one or
         more parcels, at public or private sale, at any exchange or broker's
         board or elsewhere, at such price or prices and on such other terms as
         the Collateral Agent may deem commercially reasonable, for cash, credit
         or for future delivery or otherwise in accordance with applicable law.
         To the extent permitted by law, any holder of the Secured Obligations
         may in such event, bid for the purchase of such securities. Each
         Pledgor agrees that, to the extent notice of sale shall be required by
         law and has not been waived by such Pledgor, any requirement of
         reasonable notice shall be met if notice, specifying the place of any
         public sale or the time after which any private sale is to be made, is
         personally served on or mailed, postage prepaid, to such Pledgor, in
         accordance with the notice provisions of the Credit Agreement at least
         ten days before the time of such sale. The Collateral Agent shall not
         be obligated to make any sale of Pledged Collateral of such Pledgor
         regardless of notice of sale having been given. The Collateral Agent
         may adjourn any public or private sale from time to time by
         announcement at the time and place fixed therefor, and such sale may,
         without further notice, be made at the time and place to which it was
         so adjourned.

                  (c) Private Sale. Upon the occurrence of an Event of Default
         and during the continuance thereof, the Pledgors recognize that the
         Collateral Agent may deem it impracticable to effect a public sale of
         all or any part of the Pledged Shares or any of the securities
         constituting Pledged Collateral and that the Collateral Agent may,
         therefore, determine to make one or more private sales of any such
         Pledged Collateral to a restricted group of purchasers who will be
         obligated to agree, among other things, to acquire such Pledged
         Collateral for their own account, for investment and not with a view to
         the distribution or resale thereof. Each Pledgor acknowledges that any
         such private sale may be at prices and on terms less favorable to the
         seller than the prices and other terms which might have been obtained
         at a public sale and, notwithstanding the foregoing, agrees that such
         private sale shall be deemed to have been made in a commercially
         reasonable manner and that the Collateral Agent shall have no
         obligation to delay sale of any such Pledged Collateral for the period
         of time necessary to permit the issuer of such Pledged Collateral to
         register such Pledged Collateral for public sale under the Securities
         Act of 1933. Each Pledgor further acknowledges and agrees that any
         offer to sell such Pledged Collateral which has been (i) publicly
         advertised on a bona fide basis in a newspaper or other publication of
         general circulation in the financial community of New York, New York
         (to the extent that such offer may be advertised without prior
         registration under the Securities Act of 1933), or (ii) made privately
         in the manner described above shall be deemed to involve a "public
         sale" under the UCC, notwithstanding that such sale may not constitute
         a "public offering" under the Securities Act of 1933, and the
         Collateral Agent may, in such event, bid for the purchase of such
         Pledged Collateral.

                  (d) Retention of Pledged Collateral. To the extent permitted
         under applicable law, in addition to the rights and remedies hereunder,
         upon the occurrence of an Event of Default, the Collateral Agent may,
         after providing the notices required by Sections 9-620 and 9-621 of the
         UCC or otherwise complying with the requirements of applicable law of
         the relevant jurisdiction, accept or retain all or any portion of the
         Pledged Collateral in satisfaction of the Secured Obligations. Unless
         and until the Collateral Agent shall have provided such notices,
         however, the


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         Collateral Agent shall not be deemed to have accepted or retained any
         Pledged Collateral in satisfaction of any Secured Obligations for any
         reason.

                  (e) Deficiency. In the event that the proceeds of any sale,
         collection or realization are insufficient to pay all amounts to which
         the Collateral Agent or the holders of the Secured Obligations are
         legally entitled, the Pledgors (subject to Section 26 hereof) shall be
         jointly and severally liable for the deficiency, together with interest
         thereon at the default rate specified in the Credit Agreement for
         Revolving Loans that are Base Rate Loans, together with the costs of
         collection and reasonable fees of attorneys employed by the Collateral
         Agent to collect such deficiency. Any surplus remaining after the full
         payment and satisfaction of the Secured Obligations shall be returned
         to the Pledgors or to whomsoever a court of competent jurisdiction
         shall determine to be entitled thereto.

         10. Rights of the Collateral Agent.

                  (a) Power of Attorney. In addition to other powers of attorney
         contained herein, each Pledgor hereby designates and appoints the
         Collateral Agent, on behalf of the holders of the Secured Obligations,
         and each of its designees or agents, as attorney-in-fact of such
         Pledgor, irrevocably and with power of substitution, with authority to
         take any or all of the following actions upon the occurrence and during
         the continuance of an Event of Default:

                           (i) to demand, collect, settle, compromise and
                  adjust, and give discharges and releases concerning the
                  Pledged Collateral, all as the Collateral Agent may reasonably
                  deem appropriate;

                           (ii) to commence and prosecute any actions at any
                  court for the purposes of collecting any of the Pledged
                  Collateral and enforcing any other right in respect thereof;

                           (iii) to defend, settle or compromise any action
                  brought and, in connection therewith, give such discharge or
                  release as the Collateral Agent may reasonably deem
                  appropriate;

                           (iv) to pay or discharge taxes, liens, security
                  interests or other encumbrances levied or placed on or
                  threatened against the Pledged Collateral;

                           (v) to direct any parties liable for any payment in
                  connection with any of the Pledged Collateral to make payment
                  of any and all monies due and to become due thereunder
                  directly to the Collateral Agent or as the Collateral Agent
                  shall direct;

                           (vi) to receive payment of and receipt for any and
                  all monies, claims, and other amounts due and to become due at
                  any time in respect of or arising out of any Pledged
                  Collateral;

                           (vii) to sign and endorse any drafts, assignments,
                  proxies, stock powers, verifications, notices and other
                  documents relating to the Pledged Collateral;

                           (viii) to execute and deliver all assignments,
                  conveyances, statements, financing statements, renewal
                  financing statements, security and pledge agreements,
                  affidavits, notices and other agreements, instruments and
                  documents that the Collateral Agent may reasonably deem
                  appropriate in order to perfect and maintain the security


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                  interests and liens granted in this Pledge Agreement and in
                  order to fully consummate all of the transactions contemplated
                  therein;

                           (ix) to exchange any of the Pledged Collateral or
                  other property upon any merger, consolidation, reorganization,
                  recapitalization or other readjustment of the issuer thereof
                  and, in connection therewith, deposit any of the Pledged
                  Collateral with any committee, depository, transfer agent,
                  registrar or other designated agency upon such terms as the
                  Collateral Agent may reasonably deem appropriate;

                           (x) to vote for a shareholder or member resolution,
                  or to sign an instrument in writing, sanctioning the transfer
                  of any or all of the Pledged Collateral into the name of the
                  Collateral Agent or one or more of the holders of the Secured
                  Obligations or into the name of any transferee to whom the
                  Pledged Collateral or any part thereof may be sold pursuant to
                  Section 9 hereof; and

                           (xi) to do and perform all such other acts and things
                  as the Collateral Agent may reasonably deem appropriate or
                  convenient in connection with the Pledged Collateral.

                  This power of attorney is a power coupled with an interest and
         shall be irrevocable for so long as any of the Secured Obligations
         (other than any such obligations that by their terms, survive
         termination of the Credit Documents) shall remain outstanding and until
         all of the commitments relating thereto shall have been terminated. The
         Collateral Agent shall be under no duty to exercise or withhold the
         exercise of any of the rights, powers, privileges and options expressly
         or implicitly granted to the Collateral Agent in this Pledge Agreement,
         and shall not be liable for any failure to do so or any delay in doing
         so. The Collateral Agent shall not be liable for any act or omission or
         for any error of judgment or any mistake of fact or law in its
         individual capacity or its capacity as attorney-in-fact except acts or
         omissions resulting from its gross negligence or willful misconduct.
         This power of attorney is conferred on the Collateral Agent solely to
         protect, preserve and realize upon its security interest in the Pledged
         Collateral.

                  (b) Performance by the Collateral Agent of Obligations. If any
         Pledgor fails to perform any agreement or obligation contained herein,
         the Collateral Agent itself may perform, or cause performance of, such
         agreement or obligation, and the expenses of the Collateral Agent
         incurred in connection therewith shall be payable by the Pledgors on a
         joint and several basis pursuant to Section 26 hereof.

                  (c) The Collateral Agent's Duty of Care. Other than the
         exercise of reasonable care to assure the safe custody of the Pledged
         Collateral while being held by the Collateral Agent hereunder, the
         Collateral Agent shall have no duty or liability to preserve rights
         pertaining thereto, it being understood and agreed that the Pledgors
         shall be responsible for preservation of all rights in the Pledged
         Collateral, and the Collateral Agent shall be relieved of all
         responsibility for the Pledged Collateral upon surrendering it or
         tendering the surrender of it to the Pledgors. The Collateral Agent
         shall be deemed to have exercised reasonable care in the custody and
         preservation of the Pledged Collateral in its possession if such
         Pledged Collateral is accorded treatment substantially equal to that
         which the Collateral Agent accords its own property, which shall be no
         less than the treatment employed by a reasonable and prudent agent in
         the industry, it being understood that the Collateral Agent shall not
         have responsibility for (i) ascertaining or taking action with respect
         to calls, conversions, exchanges, maturities, tenders or other matters
         relating to any Pledged Collateral, whether or not the Collateral Agent
         has or is deemed to have


                                       9
<PAGE>
         knowledge of such matters, or (ii) taking any necessary steps to
         preserve rights against any parties with respect to any of the Pledged
         Collateral.

                  (d) Voting Rights in Respect of the Pledged Collateral.

                           (i) So long as no Event of Default shall have
                  occurred and be continuing, to the extent permitted by law,
                  each Pledgor may exercise any and all voting and other
                  consensual rights pertaining to the Pledged Collateral of such
                  Pledgor or any part thereof for any purpose not in violation
                  of the terms of this Pledge Agreement or the Credit Agreement;
                  and

                           (ii) Upon the occurrence and during the continuance
                  of an Event of Default, all rights of a Pledgor to exercise
                  the voting and other consensual rights which it would
                  otherwise be entitled to exercise pursuant to paragraph (i) of
                  this subsection shall cease and all such rights shall
                  thereupon become vested in the Collateral Agent which shall
                  then have the sole right to exercise such voting and other
                  consensual rights.

                  (e) Dividend Rights in Respect of the Pledged Collateral.

                           (i) So long as no Event of Default shall have
                  occurred and be continuing and subject to Section 4(b) hereof,
                  each Pledgor may receive and retain any and all dividends
                  (other than stock dividends and other dividends constituting
                  Pledged Collateral addressed hereinabove), distributions or
                  interest paid in respect of the Pledged Collateral to the
                  extent they are allowed under the Credit Agreement.

                           (ii) Upon the occurrence and during the continuance
                  of an Event of Default:

                                    (A) all rights of a Pledgor to receive the
                           dividends, distributions and interest payments which
                           it would otherwise be authorized to receive and
                           retain pursuant to paragraph (i) of this subsection
                           shall cease and all such rights shall thereupon be
                           vested in the Collateral Agent, which shall then have
                           the sole right to receive and hold as Pledged
                           Collateral such dividends, distributions and interest
                           payments; and

                                    (B) all dividends, distributions and
                           interest payments which are received by a Pledgor
                           contrary to the provisions of paragraph (A) of this
                           subsection shall be received in trust for the benefit
                           of the Collateral Agent, shall be segregated from
                           other property or funds of such Pledgor, and shall be
                           forthwith paid over to the Collateral Agent as
                           Pledged Collateral in the exact form received, to be
                           held by the Collateral Agent as Pledged Collateral
                           and as further collateral security for the Secured
                           Obligations.

                  (f) Release of Pledged Collateral. The Collateral Agent may
         release any of the Pledged Collateral from this Pledge Agreement or may
         substitute any of the Pledged Collateral for other Pledged Collateral
         to the extent permitted under, and on the terms and conditions set
         forth in, the Credit Agreement, and such release or substitution shall
         not alter, vary or diminish in any way the force, effect, lien, pledge
         or security interest of this Pledge Agreement as to any Pledged
         Collateral not expressly released or substituted, and this Pledge
         Agreement shall continue as a first priority lien (subject to Permitted
         Liens) on all Pledged Collateral not expressly released or substituted.


                                       10
<PAGE>
         11. Rights of Required Lenders. All rights of the Collateral Agent
hereunder, if not exercised by the Collateral Agent, may be exercised by the
Required Lenders.

         12. Application of Proceeds. Upon the occurrence and during the
continuance of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Pledged Collateral, when received by the
Collateral Agent or any of the holders of the Secured Obligations in cash or its
equivalent, will be applied in reduction of the Secured Obligations in the order
set forth in the Credit Agreement or other document relating to the Secured
Obligations, and each Pledgor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the
Collateral Agent shall have the continuing and exclusive right to apply and
reapply any and all such payments and proceeds in the Collateral Agent's sole
discretion, notwithstanding any entry to the contrary upon any of its books and
records.

         13. Costs of Counsel. At all times hereafter, the Pledgors agree to
promptly pay upon demand any and all reasonable costs and expenses (including,
without limitation, reasonable attorneys' fees) of the Collateral Agent and the
holders of the Secured Obligations (a) as required under the Credit Agreement
and (b) as necessary to protect the Pledged Collateral or to exercise any rights
or remedies under this Pledge Agreement or with respect to any of the Pledged
Collateral. All of the foregoing costs and expenses shall constitute Secured
Obligations hereunder.

         14. Continuing Agreement.

                  (a) This Pledge Agreement shall be a continuing agreement in
         every respect and shall remain in full force and effect so long as any
         of the Secured Obligations (other than any such obligations that, by
         their terms, survive termination of the Credit Documents) remains
         outstanding and until all of the commitments relating thereto have been
         terminated. Upon such payment and termination, this Pledge Agreement
         shall be automatically terminated and the Collateral Agent and the
         holders of the Secured Obligations shall, upon the request and at the
         expense of the Pledgors, (i) return all certificates and instruments
         representing the Pledged Collateral and all instruments of transfer or
         assignment delivered to the Collateral Agent pursuant to this Pledge
         Agreement, and (ii) forthwith release all of its liens and security
         interests hereunder and shall execute and deliver all UCC termination
         statements and/or other documents reasonably requested by the Pledgors
         evidencing such termination. Notwithstanding the foregoing, all
         releases and indemnities provided hereunder shall survive termination
         of this Pledge Agreement.

                  (b) This Pledge Agreement shall continue to be effective or be
         automatically reinstated, as the case may be, if at any time payment,
         in whole or in part, of any of the Secured Obligations is rescinded or
         must otherwise be restored or returned by the Collateral Agent or any
         holder of the Secured Obligations as a preference, fraudulent
         conveyance or otherwise under any bankruptcy, insolvency or similar
         law, all as though such payment had not been made; provided that in the
         event payment of all or any part of the Secured Obligations is
         rescinded or must be restored or returned, all reasonable costs and
         expenses (including, without limitation, reasonable attorneys' fees and
         disbursements) incurred by the Collateral Agent or any holder of the
         Secured Obligations in defending and enforcing such reinstatement shall
         be deemed to be included as a part of the Secured Obligations.

         15. Amendments and Waivers. This Pledge Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in the Credit Agreement.

         16. Successors in Interest. This Pledge Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Pledgor, its successors and assigns, and shall inure,


                                       11
<PAGE>
together with the rights and remedies of the Collateral Agent and the holders of
the Secured Obligations hereunder, to the benefit of the Collateral Agent and
the holders of the Secured Obligations and their successors and permitted
assigns; provided, however, that none of the Pledgors may assign its rights or
delegate its duties hereunder without the prior written consent of the requisite
Lenders under the Credit Agreement. To the fullest extent permitted by law, each
Pledgor hereby releases the Collateral Agent and each holder of the Secured
Obligations, and their respective successors and assigns, and any party acting
as attorney for the Collateral Agent or the holders of the Secured Obligations,
from any liability for any act or omission or for any error of judgment or
mistake of fact or law relating to this Pledge Agreement or the Collateral,
except for any liability arising from the gross negligence or willful misconduct
of the Collateral Agent or such holder, or their respective officers, employees
or agents.

         17. Notices. All notices required or permitted to be given under this
Pledge Agreement shall be given as provided in the Credit Agreement.

         18. Counterparts. This Pledge Agreement may be executed in any number
of counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Pledge Agreement to produce or
account for more than one such counterpart.

         19. Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Pledge Agreement.

         20. Governing Law; Submission to Jurisdiction; Venue.

                  (a) THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
         THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
         INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any
         legal action or proceeding with respect to this Pledge Agreement may be
         brought in the state or federal courts located in New York, New York,
         and, by execution and delivery of this Pledge Agreement, each Pledgor
         hereby irrevocably accepts for itself and in respect of its property,
         generally and unconditionally, the jurisdiction of such courts. Each
         Pledgor further irrevocably consents to the service of process out of
         any of the aforementioned courts in any such action or proceeding by
         the mailing of copies thereof by registered or certified mail, postage
         prepaid, to it at the address for notices pursuant to the terms of the
         Credit Agreement, such service to become effective three days after
         such mailing. Nothing herein shall affect the right of the Collateral
         Agent to serve process in any other manner permitted by law or to
         commence legal proceedings or to otherwise proceed against any Pledgor
         in any other jurisdiction.

                  (b) Each Pledgor hereby irrevocably waives any objection which
         it may now or hereafter have to the laying of venue of any of the
         aforesaid actions or proceedings arising out of or in connection with
         this Pledge Agreement brought in the courts referred to in subsection
         (a) hereof and hereby further irrevocably waives and agrees not to
         plead or claim in any such court that any such action or proceeding
         brought in any such court has been brought in an inconvenient forum.

         21. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                       12
<PAGE>
         22. Severability. If any provision of this Pledge Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         23. Entirety. This Pledge Agreement, the other Credit Documents and the
other documents relating to the Secured Obligations represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters or
correspondence relating to the Credit Documents, any other documents relating to
the Secured Obligations, or the transactions contemplated herein and therein.

         24. Survival. All representations and warranties of the Pledgors
hereunder shall survive the execution and delivery of this Pledge Agreement, the
other Credit Documents and the other documents relating to the Secured
Obligations, the delivery of the Notes and the extension of credit thereunder or
in connection therewith.

         25. Other Security. To the extent that any of the Secured Obligations
are now or hereafter secured by property other than the Pledged Collateral
(including, without limitation, real and other personal property owned by a
Pledgor), or by a guarantee, endorsement or property of any other Person, then
the Collateral Agent shall have the right to proceed against such other
property, guarantee or endorsement upon the occurrence of any Event of Default,
and the Collateral Agent shall have the right, in its sole discretion, to
determine which rights, security, liens, security interests or remedies the
Collateral Agent shall at any time pursue, relinquish, subordinate, modify or
take with respect thereto, without in any way modifying or affecting any of them
or the Secured Obligations or any of the rights of the Collateral Agent or the
holders of the Secured Obligations under this Pledge Agreement, under any of the
other Credit Documents or under any other document relating to the Secured
Obligations.

         26. Joint and Several Obligations of Pledgors.

                  (a) Subject to clause (c) of this Section 26, each of the
         Pledgors is accepting joint and several liability hereunder in
         consideration of the financial accommodation to be provided by the
         holders of the Secured Obligations, for the mutual benefit, directly
         and indirectly, of each of the Pledgors and in consideration of the
         undertakings of each of the Pledgors to accept joint and several
         liability for the obligations of each of them.

                  (b) Subject to clause (c) of this Section 26, each of the
         Pledgors jointly and severally hereby irrevocably and unconditionally
         accepts, not merely as a surety but also as a co-debtor, joint and
         several liability with the other Pledgors with respect to the payment
         and performance of all of the Secured Obligations arising under this
         Pledge Agreement, the other Credit Documents and any other documents
         relating to the Secured Obligations, it being the intention of the
         parties hereto that all the Secured Obligations shall be the joint and
         several obligations of each of the Pledgors without preferences or
         distinction among them.

                  (c) Notwithstanding any provision to the contrary contained
         herein, in any other of the Credit Documents or in any other documents
         relating to the Secured Obligations, the obligations of each Guarantor
         under the Credit Agreement and the other Credit Documents shall be
         limited to an aggregate amount equal to the largest amount that would
         not render such obligations subject to avoidance under Section 548 of
         the Bankruptcy Code or any comparable provisions of any applicable
         state law.


                                       13
<PAGE>
         27. Regulatory Approvals.

                  (a) Any provision contained herein to the contrary
         notwithstanding, except for the security interests expressly granted
         herein or therein or upon the exercise by the Collateral Agent or the
         Administrative Agent of rights and remedies in accordance herewith or
         therewith and pursuant to clause (b), below, upon the occurrence and
         continuation of an Event of Default, this Agreement, the Loan Documents
         and the transactions contemplated hereby and thereby (i) do not and
         will not constitute, create, or have the effect of constituting or
         creating, directly or indirectly, actual or practical ownership of any
         Loan Parties by the holders of the Secured Obligations, or control,
         affirmative or negative, direct or indirect, by the holders of the
         Secured Obligations over the management or any other aspect of the
         operation of any Loan Party, which ownership and control remain
         exclusively and at all times in such Loan Party or Loral, as the case
         may be, and (ii) do not and will not constitute the transfer,
         assignment, or disposition in any manner, voluntarily or involuntarily,
         directly or indirectly, of any license, permit, certificate or
         authorization at any time issued to any Loan Party by the Federal
         Communications Commission (the "FCC"), any other federal, state or
         local regulatory or governmental bodies applicable to or having
         jurisdiction over the Pledgor or any Governmental Authority, or the
         transfer of control of any such Loan Party within the meaning of the
         Federal Communications Act of 1934, as amended, and the respective
         rules and regulations thereunder and thereof, any other federal or
         state laws, rules and regulations of other operating municipality
         regulatory or governmental bodies applicable to or having jurisdiction
         over the Pledgor as well as pursuant to the terms of any franchise,
         license or similar operating right held by the Pledgor.

                  (b) Any provision contained herein to the contrary
         notwithstanding, no action, including any foreclosure on, sale,
         transfer or other disposition of, or the exercise of any right to vote
         or consent, shall be taken hereunder by the Collateral Agent with
         respect to any items of the Pledged Collateral unless and until all
         applicable requirements (if any) of the FCC under the Federal
         Communications Act of 1934, as amended, and the respective rules and
         regulations thereunder and thereof, as well as any other federal or
         state laws, rules and regulations of other operating municipality
         regulatory or governmental bodies applicable to or having jurisdiction
         over the Pledgor, have been satisfied with respect to such action and
         there have been obtained such consents, approvals and authorizations
         (if any) as may be required to be obtained from the FCC, any operating
         municipality and any other Governmental Authority under the terms of
         any franchise, license or similar operating right held by the Pledgor.
         It is the intention of the parties hereto that the Liens in favor of
         the Collateral Agent on the Pledged Collateral shall in all relevant
         aspects be subject to and governed by said statutes, rules and
         regulations as well as the terms of any franchise, license or similar
         operating right held by the Pledgor and that nothing in this Agreement
         shall be construed to diminish the control exercised by the Pledgor
         except in accordance with the provisions of such statutory requirements
         and rules and regulations as well as the terms of any franchise,
         license or similar operating right held by the Pledgor and the
         obtaining in advance of any necessary consents, approvals or
         authorizations pursuant thereto. The Pledgor agrees that upon request
         by the Collateral Agent from time to time after the occurrence and
         during the continuance of an Event of Default it will use its
         reasonable best efforts to obtain any governmental, regulatory or third
         party consents, approvals or authorizations referred to in this Section
         27.

         28. Limitation. Notwithstanding anything herein to the contrary, (i)
the obligations of the Pledgors hereunder in respect of the Satellite
Indebtedness shall be limited to the Pledged Collateral hereunder, and (ii) the
obligations of Loral Space & Communications Corporation, a Delaware corporation,
as pledgor hereunder, in respect of all Secured Obligations shall be limited to
the Pledged Collateral hereunder.


                                       14
<PAGE>
                  [remainder of page intentionally left blank]



                                       15
<PAGE>
         Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above written.

<TABLE>
<CAPTION>
<S>                                                  <C>
PLEDGORS:                                            LORAL SPACECOM CORPORATION,
                                                     a Delaware corporation

                                                     By:      /s/  Richard Mastoloni
                                                        -----------------------------------------
                                                     Name:  Richard Mastoloni
                                                     Title:  Vice President

                                                     SPACE SYSTEMS/LORAL, INC.
                                                     a Delaware corporation

                                                     By:      /s/  Richard Mastoloni
                                                        -----------------------------------------
                                                     Name:  Richard Mastoloni
                                                     Title:  Vice President

                                                     LORAL GROUND SERVICES, L.L.C.,
                                                     a Delaware limited liability company

                                                     By:      /s/  Richard Mastoloni
                                                        -----------------------------------------
                                                     Name:  Richard Mastoloni
                                                     Title:  Vice President

                                                     LORAL SPACE & COMMUNICATIONS
                                                     CORPORATION, a Delaware corporation

                                                     By:      /s/  Richard Mastoloni
                                                        -----------------------------------------
                                                     Name:  Richard Mastoloni
                                                     Title:  Vice President

                                                     LORAL COMMUNICATIONS SERVICES, INC.,
                                                     a Delaware corporation

                                                     By:      /s/  Richard Mastoloni
                                                        -----------------------------------------
                                                     Name:  Richard Mastoloni
                                                     Title:  Vice President
</TABLE>



                                                      LORAL SPACECOM CORPORATION
                                                                PLEDGE AGREEMENT
<PAGE>
Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A.,
as Collateral Agent

By:      /s/  Steve A. Aronowitz
   -----------------------------------------
Name:    Steve A. Aronowitz
Title:   Managing Director



                                                      LORAL SPACECOM CORPORATION
                                                                PLEDGE AGREEMENT