<PAGE>

                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

                          $59,999,901 (Gross Proceeds)

                            TELEMUNDO HOLDINGS, INC.

                     11 1/2% Senior Discount Notes Due 2008

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

                                                                 August 10, 2001

CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York  10010-3629

Ladies and Gentlemen:

     This Registration Rights Agreement is dated as of August 10, 2001 among
Telemundo Holdings, Inc., a Delaware corporation (the "Company"), and Credit
                                                       -------
Suisse First Boston Corporation and Merrill Lynch, Pierce Fenner & Smith
Incorporated (collectively, the "Initial Purchasers"). The Company proposes to
                                 ------------------
issue and sell to the Initial Purchasers, upon the terms set forth in a purchase
agreement dated as of July 30, 2001 (the "Purchase Agreement"), $75,153,000
                                          ------------------
aggregate principal amount at maturity of its 11 1/2% Senior Discount Notes Due
2008 (the "Initial Securities"). The Initial Securities will be issued pursuant
           ------------------
to an Indenture, dated as of even date herewith (the "Indenture"), between the
                                                      ---------
Company and The Bank of New York, as trustee (the "Trustee"). Reference is made
                                                   -------
to that certain indenture dated August 12, 1998 (the "1998 Indenture") by and
                                                      --------------
among the Company and The Bank of New York (as successor to Bank of Montreal
Trust Company), and the initial notes and exchange notes (together, the
"Existing Securities") issued thereunder. As an inducement to the Initial
 -------------------
Purchasers to enter into the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the holders of the Initial Securities
(including, without limitation, the Initial Purchasers), the Exchange Securities
(as defined below) and the Private Exchange Securities (as defined below)
(collectively, the "Holders"), as follows:
                    -------

     1. Registered Exchange Offer. Unless clause (i) of the first sentence of
Section 2 shall apply, the Company shall, at its own cost, prepare and, not
later than 60 days after (or if the 60th day is not a business day, the first
business day thereafter) the date of original issue of the Initial Securities
(the "Issue Date") 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 Securities (as defined in
--------------
Section 6 hereof), 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 Initial Securities, debt securities (the
"Exchange Securities") of the Company, issued under the Indenture and identical
 -------------------
in all material respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to
the matters described in Section 6 hereof) that would be registered under the
Securities Act.

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                                      -2-

     In addition, pursuant to the Registered Exchange Offer or a similar offer
registered under the Securities Act, the Company shall offer to the holders of
Existing Securities that are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer or such offer to
issue and deliver to such holders, in exchange for the Existing Securities,
Exchange Securities. In the remainder of this Agreement, references to "Initial
Securities," unless the context is specific to Transfer Restricted Securities,
shall be deemed to include Existing Securities, and references to "Registered
Exchange Offer" shall be deemed to include such similar offer.

     For each Initial Security surrendered to the Company pursuant to the
Registered Exchange Offer, the Holder of such Initial Security shall receive an
Exchange Security having a principal amount at maturity and Accreted Value (as
defined in the Indenture) on the date of exchange equal to that of the
surrendered Initial Security. The Company shall use all reasonable efforts to
cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 150 days after (or if the 150th day is not a business day,
the first business day thereafter) the Issue Date and shall keep the Exchange
Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date 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 that the Company has accepted all the Initial Securities
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, the Company shall promptly commence the Registered
Exchange Offer. The objectives of such Registered Exchange Offer are: (i) to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities 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 and (ii) to enable Existing Securities to be exchanged for securities
issued under the Indenture, which would trade as one series with the other
securities issued under the Indenture.

     The Company acknowledges 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 which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
                -----------------
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
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.

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                                      -3-

     The Company shall use all 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 of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; 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 (unless such period is extended pursuant to Section 3(j)
below) and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Securities held by them 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 Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities 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 Initial Securities held by such
               ----------------
Initial Purchaser, 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, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the "Private Exchange
                                                               ----------------
Securities"). Each Private Exchange Security issued in exchange for an Initial
----------
Security shall have a principal amount at maturity and Accreted Value on the
date of exchange equal to that of the Initial Security for which it is
exchanged. The Initial Securities, the Exchange Securities and the Private
Exchange Securities are herein collectively called the "Securities."
                                                        ----------

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

          (a) mail 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;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) 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 Initial Securities at any time
     prior to the close of business, New York time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e) otherwise comply with all applicable laws.

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

          (x) accept for exchange all the Initial Securities validly tendered
     and not withdrawn pursuant to the Registered Exchange Offer and/or the
     Private Exchange;

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                                      -4-

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

          (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities 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 each Exchange Security and each Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Initial Securities surrendered in exchange therefor or, if no interest has
been paid on the Initial Securities, from August 15, 2003.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that (i) any Exchange Securities to be
received by such Holder will be acquired in the ordinary course of its business,
(ii) at the time of the commencement of the Registered Exchange Offer such
Holder has no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the Securities, (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
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.

     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 complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer 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, does 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.

     2. Shelf Registration. If, (i) because of any change in applicable law or
in interpretations thereof by the staff of the Commission, the Company is not
permitted to effect a Registered Exchange Offer, as contemplated by Section 1
hereof, (ii) for any other reason the Registered Exchange Offer is not
consummated within 180 days of (or if the 180th day is not a business day, the
first business day thereafter) the Issue Date, (iii) any Initial Purchaser so
requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder notifies the Company within 30 days
after commencement of the Registered Exchange Offer that such Holder (x) is
prohibited by applicable law or Commission policy from participating in the
Registered Exchange Offer, (y) may not resell Exchange Securi-

<PAGE>

                                      -5-

ties acquired by it to the public without delivery of a prospectus and that the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate for resales by such Holder or (z) is a broker-dealer and holds
Securities 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, as promptly as practicable, file
     with the Commission and thereafter shall use all reasonable efforts to
     cause to be declared effective a registration statement (the "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 the Transfer Restricted
     Securities by the Holders thereof and the Existing Securities 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, the "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.

          (b) The Company shall use all reasonable efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the Issue Date 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 no longer restricted securities (as defined in Rule 144 under the
     Securities Act, or any successor rule thereof) (the "Shelf Registration
                                                          ------------------
     Period"). The Company shall be deemed not to have used all reasonable
     ------
     efforts to keep the Shelf Registration Statement effective during the
     requisite period if it voluntarily takes any action that would result in
     Holders of Securities covered thereby not being able to offer and sell such
     Securities during such period, unless such action is required by applicable
     law.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the 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 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.

          (d) A Holder of Transfer Restricted Securities may not include any of
     its Transfer Restricted Securities in any Shelf Registration Statement
     pursuant to this Agreement unless and until such Holder furnishes to the
     Company in writing, within ten business days after receipt of a written
     request therefor, such information specified in Item 507 of Regulation S-K
     under the Securities Act, and any other similar information reasonably
     requested by the Company, for use in connection with any Shelf Registration
     Statement, prospectus or preliminary prospectus included therein. Each
     Holder as to which any Shelf Registration Statement is being effected
     agrees to furnish promptly to the Company all information required to be
     disclosed in order to make the information previously furnished to the
     Company by such Holder not materially misleading. A Holder of Notes shall
     not be entitled to receive Liquidated Damages pursuant to Section 6 to the
     extent that such Holder fails to comply with any obligation under this
     subsection and the failure by such Holder to comply with any obligation
     under this subsection and the failure by such Holder to comply with such
     obligation is the sole reason for the accrual of Liquidated Damages
     pursuant to Section 6.

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                                      -6-

     3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any 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 the 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 the Shelf
     Registration Statement, the Company shall use all 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 reasonably 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 Securities received by such broker-dealer
           ------------
     in the Registered Exchange Offer (a "Participating Broker-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,
     the Holders of the Securities and any Participating Broker-Dealer from whom
     the Company has received prior written notice that it will be a
     Participating Broker-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 the 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 the Registration Statement or the prospectus included
          therein or for additional information;

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

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or

<PAGE>

                                      -7-

          the initiation or, to the Company's knowledge, threatening of any
          proceeding for such purpose; and

               (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 the case of the prospectus, 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, any 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, during the Shelf Registration Period, 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 by each
     of the selling Holders of the Securities in connection with the offering
     and sale of the Securities covered by the prospectus, or any amendment or
     supplement thereto, included in the Shelf Registration Statement.

          (g) The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer,
     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 Participating Broker-Dealer and such other persons required
     to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Securities covered by
     the prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement.

          (h) Prior to any public offering of the Securities pursuant to any
     Registration Statement, the Company shall qualify or cooperate with the
     Holders of the Securities included therein and their respective counsel in
     connection with the 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

<PAGE>

                                      -8-

     the offer and sale in such jurisdictions of the Securities covered by such
     Registration Statement; provided that the Company shall not be required to
     qualify as a foreign corporation or as a dealer in securities or take any
     action which would subject it to general service of process or to taxation
     in any such jurisdiction.

          (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
     Securities 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 Participating Broker-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
     Participating Broker-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 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 Participating Broker-Dealer shall have received such amended or
     supplemented prospectus pursuant to this Section 3(j). If so directed by
     the Company, each Holder will use all reasonable efforts to deliver to the
     Company (at the Company's expense) all copies, other than permanent file
     copies then in such Holder's possession, of the prospectus covering such
     Transfer Restricted Securities that was current at the time of receipt of
     such notice.

          (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Exchange
     Securities or the Private Exchange Securities, as the case may be, and
     provide the Trustee with printed certificates for the Exchange Securities
     or the Private Exchange Securities, 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 the Shelf Registration and 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 the Company's 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 cooperate
     with the Trustee and the Holders to effect such changes, if any, as shall
     be necessary for such qualification. In the event that such qualification

<PAGE>

                                      -9-

     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 the 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 fails to furnish such
     information within a reasonable time after receiving such request.

          (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 any Holder of the Securities shall reasonably
     request in order to facilitate the disposition of the Securities pursuant
     to any Shelf Registration.

          (p) In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities
     selling pursuant to such Shelf Registration, 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 selling pursuant to such Shelf Registration 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 to enable such persons, 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; provided, however, that such
     Holders, underwriters, attorneys, accountants or agents agree to keep
     confidential any records, information or documents that are designated by
     the Company in writing as confidential and to use such information obtained
     pursuant to this provision only in connection with the transaction for
     which such information was obtained, and not for any other purpose, unless
     (i) such records, information or documents (x) are available to the public,
     (y) were already in such Holders', underwriters', attorneys', accountants'
     or agents' possession prior to its receipt from the Company and they do not
     otherwise have any obligation to keep such records, information or
     documents confidential or (z) are obtained by such Holders, underwriters,
     attorneys, accountants or agents from a third person who, insofar as is
     known to such Holders, underwriters, attorneys, accountants or agents after
     due inquiry, is not prohibited from transmitting the information to such
     Holders, underwriters, attorneys, accountants or agents by a contractual,
     legal or fiduciary obligation to the Company or a third party, or (ii)
     disclosure of such records, information or documents is required by law.

          (q) In the case of any Shelf Registration, the Company, if reasonably
     requested by any Holder of Securities covered thereby, shall cause (i) its
     counsel to deliver an opinion and updates thereof relating to the
     Securities in customary form addressed to such Holders and the managing
     underwriters, if any, thereof and dated, in the case of the initial
     opinion, the effective date of such Shelf Registration Statement (it being
     agreed that the matters to be covered by such opinion shall include matters
     customarily covered in opinions requested in underwritten offerings), (ii)
     its officers to execute and deliver customary documents and certificates
     and updates thereof requested by any underwriters of the applicable
     Securities and (iii) its independ-

<PAGE>

                                      -10-

     ent public accountants and the independent public accountants with respect
     to any other entity for which financial information is provided in the
     Shelf Registration Statement 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 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 Participating Broker-Dealer, the Company
     shall cause (i) its counsel to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a signed opinion in the form set forth in
     Section 6(c) and (d) of the Purchase Agreement with such changes as are
     customary in connection with the preparation of a Registration Statement
     and (ii) its independent public accountants and the independent public
     accountants with respect to any other entity for which financial
     information is provided in the Registration Statement to deliver to such
     Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
     customary form, meeting the requirements as to the substance thereof as set
     forth in Section 6(a) and (h) of the Purchase Agreement, with appropriate
     date changes.

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

          (t) The Company will use all reasonable efforts to (i) if the Initial
     Securities have been rated prior to the initial sale of such Initial
     Securities, confirm such ratings will apply to the Securities covered by a
     Registration Statement, or (ii) if the Initial Securities were not
     previously rated, cause the Securities covered by a Registration Statement
     to be rated with the appropriate rating agencies, if so requested by
     Holders of a majority in aggregate principal amount of Securities covered
     by such Registration Statement, or by the managing underwriters, if any.

          (u) 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 (the "Rules") of the National
                                                    -----
     Association of Securities Dealers, Inc. ("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 will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) providing such information to such broker-dealer as may be
     required in order for such broker-dealer to comply with the requirements of
     the Rules.

<PAGE>

                                      -11-

          (v) The Company shall use its reasonable best efforts to take all
     other steps 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 its obligations under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of Cahill
Gordon & Reindel, counsel for 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 Initial
Securities covered thereby to act as counsel for the Holders of the Initial
Securities in connection therewith.

     5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are 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 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 required to be stated therein or
necessary in order to make the statements therein 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 and (ii) with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained in
this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent
that a prospectus relating to such Securities was required to be delivered by
such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was
not sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the final prospectus if the
Company had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that 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 underwriters 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. Any amounts advanced by the Company to an indemnified
party pursuant to this Section 5 as a result of such losses shall be returned to
the Company if it shall be finally determined by a court of competent
jurisdiction in a judgment not subject to appeal or final review that such
indemnified party was not entitled to indemnification by the Company.

<PAGE>

                                      -12-

          (b) Each Holder of the Securities, severally and not jointly, will
     indemnify and hold harmless the Company, its partners, directors and
     officers and each person, if any, who controls the Company within the
     meaning of the Securities Act or the Exchange Act from and against any
     losses, claims, damages or liabilities or any actions in respect thereof,
     to which the Company or any such partners, directors, officers or
     controlling persons 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 in order to make the statements therein (or, with respect to
     any prospectus or supplement thereto, 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 omission or alleged untrue statement or
     omission was made 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; 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 it or any such partners, directors, officers or
     controlling persons in connection with investigating or defending any loss,
     claim, damage, liability or action in respect thereof. This indemnity
     agreement will be in addition to any liability which such Holder may
     otherwise have to the Company or any of its partners, directors, officers
     and 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. 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 counsel 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. In no event shall the indemnifying parties be liable for
     fees and expenses of more than one counsel (in addition to any local
     counsel) separate from their own counsel for all indemnified parties in
     connection with any one action or separate but similar or related actions
     in the same jurisdiction arising out of the same general allegations or
     circumstances. No indemnifying party shall, without the prior written
     consent of the indemnified party, 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.

          (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, 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 on the other
     from the exchange of the Securities, 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

<PAGE>

                                      -13-

     is a propriate 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 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 party, 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 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 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 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 cancellation of
     this Agreement or any investigation made by or on behalf of any indemnified
     party.

          6. Liquidated Damages Under Certain Circumstances. (a) If:

               (i) on or prior to 60 days after (or if the 60th day is not a
          business day, the first business day thereafter) the Issue Date,
          neither the Exchange Offer Registration Statement nor the Shelf
          Registration Statement has been filed with the Commission; or

               (ii) on or prior to 150 days after (or if the 150th day is not a
          business day, the first business day thereafter) the Issue Date,
          neither the Exchange Offer Registration Statement nor the Shelf
          Registration Statement has been declared effective under the
          Securities Act; or

               (iii) on or prior to 180 days after (or if the 180th day is not a
          business day, the first business day thereafter) the Issue Date,
          neither the Registered Exchange Offer has been consummated nor the
          Shelf Registration Statement has been declared effective; or

               (iv) the Shelf Registration Statement has not been filed with the
          Commission and declared effective under the Securities Act within 90
          days after (or if the 90th day is not a business day, the first
          business day thereafter) the obligation to so file arises under clause
          (iii) or (iv) of the first sentence of Section 2 (but in any event not
          earlier than 180 days after the Issue Date); or

               (v) after either the Exchange Offer Registration Statement or the
          Shelf Registration Statement is declared effective, (A) such
          Registration Statement thereafter ceases to be effective or (B)
          subject to the exceptions in Section 6(b), such Registration Statement
          or the related prospectus ceases

<PAGE>

                                      -14-

          to be usable in connection with resales of Securities in accordance
          with and during the periods specified herein

(each such event referred to in clauses (i), (ii), (iii), (iv) and (v) above a
"Registration Default") liquidated damages ("Liquidated Damages") will accrue on
 --------------------                        ------------------
the Initial Securities (other than Existing Securities) at the rate of 0.50% per
annum on the Accreted Value of the Securities (the "Liquidated Damages Rate"),
                                                    -----------------------
from and including the date on which any such Registration Default shall occur
to, but excluding, the next Semi-Annual Accrual Date (as defined in the
Indenture) (calculated on the Accreted Value (as defined in the Indenture) on
such Semi-Annual Accrual Date); and shall continue to accrue from and including
such Semi-Annual Accrual Date, and be payable on each successive Semi-Annual
Accrual Date (calculated on the Accreted Value on such Semi-Annual Accrual Date)
to, but excluding, the earlier of (i) the date on which such Registration
Default has been cured or (ii) the date on which all the Securities otherwise
become freely transferable by Holders other than affiliates of the Company
without further registration under the Securities Act. Liquidated Damages will
be payable in cash on each Semi-Annual Accrual Date after any accrual of
interest to the Holders of record (as determined pursuant to the Indenture),
notwithstanding that cash interest may not otherwise be payable on Securities on
each such date. Notwithstanding the foregoing, (i) the amount of Liquidated
Damages payable shall not increase because more than one Registration Default
has occurred and is pending, (ii) a Holder of Securities who is not entitled to
the benefits of the Shelf Registration Statement (i.e., such Holder has not
elected to include information) shall not be entitled to Liquidated Damages with
respect to a Registration Default that pertains to the Shelf Registration
Statement, and (iii) a Holder of Securities constituting an unsold allotment
from the original sale of the Securities or who otherwise is not entitled to
participate in the Registered Exchange Offer shall not be entitled to Liquidated
Damages by reason of a Registration Default that pertains to the Registered
Exchange Offer.

     Payment of Liquidated Damages is the sole remedy available to Holders in
the event the Company does not comply with the deadlines set forth herein with
respect to the conduct of the Registered Exchange Offer for the Initial
Securities (other than Existing Securities) or the registration of the
Securities (other than Existing Securities) for resale under the Shelf
Registration Statement.

     (b) A Registration Default referred to in Section 6(a)(v)(B) hereof 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-effective
amendment to such Shelf Registration Statement to incorporate annual audited
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, 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 any case if such Registration Default occurs for a
continuous period in excess of 15 days, Liquidated Damages shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

     (c) Any amounts of Liquidated Damages accrued will be payable in cash on
each Semi-Annual Accrual Date. The amount of Liquidated Damages will be
determined by multiplying the Liquidated Damages Rate by the Accreted Value of
the Securities on such Semi-Annual Accrual Date, multiplied by a fraction, the
numerator of which is the number of days the Liquidated Damages Rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.

<PAGE>

                                      -15-

     (d) "Transfer Restricted Securities" means each Security until (i) the date
          ------------------------------
on which such Transfer Restricted Security has been exchanged by a person other
than a broker-dealer for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of a Initial Security for an Exchange Security, the
date on which such Exchange Security 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 Initial Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iv) the
date on which such Initial Securities are distributed to the public pursuant to
Rule 144 under the Securities Act or may be sold pursuant to Rule 144(k) under
the Securities Act.

     7. Rules 144 and 144A. The Company shall file the reports required to be
filed by it 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, it will,
upon the request of any Holder of Initial Securities, make publicly available
other information so long as necessary to permit sales of their securities
pursuant to Rules 144 and 144A. The Company covenants that it will take such
further action as any Holder of Initial Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell Initial
Securities 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 Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, 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 Securities
covered by any Shelf Registration 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
Securities to be included in such offering, which Managing Underwriters shall be
reasonably satisfactory to the Company.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities 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, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. Nothing in this Agreement shall give any Holder any
right to join in any offering by the Company of its securities (other than any
Securities) to the public.

     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>

                                      -16-

     (1) if to a Holder of the Securities, at the most current address given by
such Holder to the Company.

     (2) if to any Initial Purchaser;

                c/o Credit Suisse First Boston Corporation
                Eleven Madison Avenue
                New York, New York 10010
                Fax No.: (212) 325-8278
                Attention:  Transactions Advisory Group

     with a copy to:

                Cahill Gordon & Reindel
                80 Pine Street
                New York, New York 10005
                Fax No.:  (212) 269-5420
                Attention:  James J. Clark, Esq.

     (3) if to the Company, at the following address:

                Telemundo Holdings, Inc.
                c/o Telemumdo Group, Inc.
                2290 West 8th Avenue
                Hialeah, Florida 33010
                Fax No.:  (305) 889-7926
                Attention:  Glenn Dryfoos, Esq.

     with a copy to:

                Latham & Watkins
                885 Third Avenue, Suite 1000
                New York, New York 10022
                Fax No.:  (212) 751-4864
                Attention:  Gregory A. Ezring

     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; 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 their 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. A Holder of Securities takes such
Securities subject to the terms of this Agreement.

<PAGE>

                                      -17-

     (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) 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.

     (i) 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>

                                      -18-

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

                                        Very truly yours,

                                        TELEMUNDO HOLDINGS, INC.


                                        By: /s/ Alan Sokol
                                            ------------------------------------
                                            Name:  Alan Sokol
                                            Title: Chief Operating Officer

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

CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Jeffrey C. Howe
    ------------------------------------
     Name: Jeffrey C. Howe
     Title: Director

<PAGE>

                                                                         ANNEX A

     Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities
where such Initial Securities 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>

                                                                         ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities 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 Securities. See "Plan of Distribution."

<PAGE>

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in
exchange for Initial Securities where such Initial Securities 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 [_________], 200_ ,
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus./1/

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities 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 Securities 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 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 or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities 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 expenses of one counsel for the
Holders of the Securities) 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.

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/1/  In addition, the legend required by Item 502(b) of Regulation S-K will
     appear on the back cover page of the Exchange Offer prospectus.

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                                                                         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
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities 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 Securities; 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.