LORAL SPACE & COMMUNICATIONS LTD
FORM OF SECOND INTERCREDITOR & SUBORDINATION AGRMT
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<TYPE>EX-10.41.2
<SEQUENCE>12
<FILENAME>y84833exv10w41w2.txt
<DESCRIPTION>FORM OF SECOND INTERCREDITOR & SUBORDINATION AGRMT
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                                                                 EXHIBIT 10.41.2

                SECOND INTERCREDITOR AND SUBORDINATION AGREEMENT

                  THIS SECOND INTERCREDITOR AND SUBORDINATION AGREEEMENT dated
         as of March 31, 2003 (the "Intercreditor Agreement" or this
         "Agreement") is by and among

                  BANK OF AMERICA, N.A., as administrative agent for the Lenders
         under the Senior Credit Agreement and the other Senior Creditors (in
         such capacity, the "Senior Administrative Agent");

                  BANK OF AMERICA, N.A., as administrative agent for the Lenders
         under the Junior Credit Agreement and the other Junior Creditors (in
         such capacity, the "Junior Administrative Agent");

                  BANK OF AMERICA, N.A., as collateral agent for the Senior
         Creditors and the Junior Creditors (in such capacity, the "Collateral
         Agent"); and

                  LORAL SPACE & COMMUNICATIONS CORPORATION, a Delaware
         corporation (the "Pledgor").

                               W I T N E S S E T H

         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 from
time to time, the "Senior Credit Agreement") among Satellite, as borrower, the
lenders identified therein and Bank of America, N.A., as Administrative Agent;

         WHEREAS, a $600 million credit facility has been established in favor
of Loral SpaceCom Corporation, a Delaware corporation ("SpaceCom") pursuant to
the terms of that Amended and Restated Credit Agreement dated as of December 21,
2001 (as amended from time to time, the "Junior Credit Agreement") among
SpaceCom, as borrower, the lenders identified therein and Bank of America, N.A.,
as Administrative Agent;

         WHEREAS, Satellite has previously arranged for the Pledgor to provide a
pledge of and security interest in Satellite's Capital Stock to secure the loans
and obligations owing under the Senior Credit Agreement, pursuant to the Amended
and Restated Pledge Agreement, dated as of November 17, 2000 (as amended from
time to time up to the date hereof, the "Existing Pledge Agreement") between the
Pledgor and the Collateral Agent;

         WHEREAS, SpaceCom has agreed to arrange for the Pledgor to provide a
pledge of and security interest in Satellite's Capital Stock to secure both the
loans and obligations owing under the Senior Credit Agreement and the loans and
obligations under the Junior Credit Agreement, pursuant to the Second Amended
and Restated Pledge Agreement, dated as of March 31, 2003 (which amends and
restates the Existing Pledge Agreement; as further amended from time to time,
the "New Pledge Agreement") between the Pledgor and the Collateral Agent, such
pledge

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and security interest to secure, first, the loans and obligations owing under
the Senior Credit Agreement and, second, the loans and obligations owing under
the Junior Credit Agreement, as hereafter described;

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency is hereby acknowledged, the
parties agree as follows:

         SECTION 1         Definitions.

         1.1      Definitions. Terms used but not otherwise defined herein shall
have the meanings provided in the Senior Credit Agreement. As used herein:

         "Bankruptcy Event" means, with respect to any Credit Party, any
voluntary or involuntary dissolution, winding-up, total or partial liquidation
or reorganization, or bankruptcy, insolvency, receivership or other statutory or
common law proceeding or arrangement involving such Credit Party or the
readjustment of its liabilities or any assignment for the benefit of creditors
or any marshalling of assets or liabilities.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

         "Collateral" means any and all collateral interests in the Pledged
Collateral.

         "Collateral Documents" means the New Pledge Agreement and any and all
other 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, in each case as amended and modified.

         "Credit Documents" means the Senior Credit Documents and the Junior
Credit Documents.

         "Credit Parties" means, collectively, the Pledgor, Satellite, SpaceCom,
Loral and the other guarantors and/or grantors under the Senior Credit
Documents.

         "First Tier 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 by the Credit Parties under the Senior Credit Agreement and the other
Senior Credit Documents; (ii) the guaranty obligations of the guarantors under
the Senior Credit Agreement and the other Senior Credit Documents; and (iii) all
amendments, modifications, renewals, extensions, refinancings, refundings and
restructurings of any of the foregoing First Tier Indebtedness, whether in whole
or in part, and the agreements governing such First Tier Indebtedness; provided
that (A) the aggregate principal amount of obligations under the

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foregoing clauses (i) and (ii), and any amendments, modifications, renewals,
extensions, refinancings, refundings and restructurings thereof under the
foregoing clause (iii), in respect of Senior Credit Debt constituting First Tier
Indebtedness hereunder shall not at any time exceed the Maximum First Tier
Indebtedness Amount and (B) in no event shall any indebtedness or obligations of
Satellite or any of its Subsidiaries held by the Pledgor or any Affiliate of the
Pledgor or any of its Subsidiaries constitute First Tier Indebtedness and
provided further, that under no circumstances shall the obligations owing to the
lenders under the Junior Credit Agreement and the Junior Administrative Agent
under the Collateral Documents be considered First Tier Indebtedness.

         "Junior Credit Documents" means (i) the Junior Credit Agreement, the
notes issued thereunder and the other credit documents referenced therein
relating thereto, (ii) except for purposes of clauses (i) and (iii) of the
definition of "Second Tier Indebtedness", the interest rate protection or
foreign currency exchange agreements, the obligations under which constitute
Second Tier Indebtedness hereunder, and (iii) the Collateral Documents.

         "Junior Creditors" means the holders of the Second Tier Indebtedness.

         "Letters of Credit" has the meaning assigned to such term in the Junior
Credit Agreement.

         "Maximum First Tier Indebtedness Amount" means an amount equal to the
greater of (i) $125 million, and (ii) $569 million minus the amount of mandatory
prepayments made on or after the date hereof and serving to permanently reduce
the loans and commitments under the Senior Credit Agreement.

         "Pledged Collateral" has the meaning assigned to such term in the New
Pledge Agreement.

         "Second Tier 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 Junior Credit Agreement
or any of the other Junior Credit Documents; (ii) the obligations owing by
SpaceCom, or a subsidiary or affiliate of SpaceCom, 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; (iii) all guaranty obligations given in respect of the Second
Tier Indebtedness; and (iv) all renewals, extensions, refinancings, refundings,
amendments and modifications of any of the foregoing Second Tier Indebtedness,
whether in whole or in part.

         "Secured Creditors" means the Senior Creditors and the Junior
Creditors.

         "Secured Debt" means the First Tier Indebtedness and the Second Tier
Indebtedness.

         "Senior Credit Debt" means loans and obligations (including indemnity
obligations and other amounts) owing under the Senior Credit Documents.

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         "Senior Credit Documents" means (i) the Senior Credit Agreement, the
notes issued thereunder and the other credit documents referenced and defined
therein, as amended, modified, extended or replaced, (ii) any other credit
agreement, note purchase agreement or financing agreement evidencing loans and
indebtedness to the extent such additional loans and indebtedness, together with
the loans and indebtedness under the Senior Credit Agreement (assuming all
commitments thereunder are fully funded), would fit within the limitations of,
and constitute, Maximum First Tier Indebtedness, and (iii) the Collateral
Documents.

         "Senior Creditors" means the holders of the First Tier Indebtedness.

         SECTION 2         Subordination Provisions.

         2.1      Establishment of Liens. The Pledgor has granted a pledge of
and security interest in the Capital Stock of Satellite and the other Collateral
to secure, first, the First Tier Indebtedness, and, second, the Second Tier
Indebtedness, as hereafter provided. Such liens and security interests have been
given in favor of the Collateral Agent for the benefit of the Secured Creditors
as provided in this Agreement. The Junior Creditors will not request or accept
any lien or security interest in any Collateral, except by way of Collateral
Documents in favor of the Collateral Agent which are expressly subject to the
terms of this Agreement and which shall also secure the First Tier Indebtedness.

         2.2      Proceeds of Collateral. All amounts received on any exercise
of remedies under the Collateral Documents or otherwise from the proceeds of a
sale or any transfer or other disposition of the Collateral, or any part
thereof, and the proceeds of any right or remedy under the Collateral Documents,
including any amounts held by the Junior Creditors in trust for the benefit of
the Senior Creditors, whether due to a recovery in respect of a Bankruptcy Event
or otherwise, shall in all cases, be paid over to the Collateral Agent for
application to the Secured Debt in the order shown below:

                  (i)      First, to payment of reasonable fees, costs and
         expenses of the Collateral Agent incurred in connection with the
         performance or execution of its duties as Collateral Agent, in
         exercising or attempting to exercise any right or remedy hereunder or
         under the Collateral Documents or in taking possession of, protecting,
         preserving or disposing of any item of Collateral, and all amounts
         against or for which the Collateral Agent is to be indemnified or
         reimbursed hereunder or under the Collateral Documents;

                  (ii)     Second, after payment in full of amounts under clause
         (i), to payment of the First Tier Indebtedness until paid in full in
         cash;

                  (iii)    Third, after payment in full of amounts under clauses
         (i) and (ii), to payment of the Second Tier Indebtedness until paid in
         full (including, provision of 100% cash collateral to the Junior
         Administrative Agent for the maximum amount of Letters of Credit and
         unreimbursed drawings in respect of Letters of Credit issued under the
         Junior Credit Agreement); and

                  (iv)     Fourth, after payment in full of amounts under
         clauses (i), (ii) and (iii), to the Pledgor or to whomever may be
         lawfully entitled to receive the same.

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         2.3      Release and Disposition of Collateral. Until such time as all
First Tier Indebtedness has been paid in full in cash and satisfied and the
commitments under the Senior Credit Documents shall have expired or been
terminated, (i) the Collateral Agent will act at the sole direction of the
Senior Administrative Agent (or if there is no Senior Administrative Agent, the
Majority Lenders under the Senior Credit Agreement) for the benefit of the
Senior Creditors, and thereafter at the direction of the Junior Administrative
Agent (or if there is no Junior Administrative Agent, the Required Banks (as
such term is defined in the Junior Credit Agreement) under the Junior Credit
Agreement), including releases of Collateral (whether or not such result in a
payment of the First Tier Indebtedness), and (ii) the Junior Administrative
Agent and the Junior Creditors will execute and deliver promptly upon request
any and all releases and other documents and any agreements that the Collateral
Agent or the Senior Administrative Agent deem necessary or appropriate to give
effect to any release or disposition of Collateral free of the liens and
interests of the Junior Creditors; provided, however, that (A) if, at the time
that there is First Tier Indebtedness outstanding, the Pledgor shall receive and
apply all Net Cash Proceeds from the sale or disposition of the Collateral in an
amount sufficient to pay all First Tier Indebtedness in full in cash and
terminate all commitments related thereto, then the application of any and all
amounts in excess of that required to retire such First Tier Indebtedness shall
be paid over to the Junior Administrative Agent for application to the Second
Tier Indebtedness in accordance with the terms of the Junior Credit Documents
and (B) if the Senior Credit Agreement has been paid in full and terminated and
the First Tier Indebtedness then outstanding is less than $50 million, the
Collateral Agent shall only release Collateral to the extent the proceeds
therefrom are either applied to permanently reduce First Tier Indebtedness
and/or applied to Second Tier Indebtedness in accordance with the terms of the
Junior Credit Documents.

         2.4      Limitations on Rights and Remedies.

                  (a)      Until all First Tier Indebtedness has been paid in
full in cash and satisfied and all obligations and commitments under the Senior
Credit Documents have expired or been terminated, the Junior Administrative
Agent and the Junior Creditors shall not be entitled to (i) exercise any rights
or remedies with respect to the Collateral, including without limitation the
right to (A) enforce any liens or sell or otherwise foreclose on any portion of
the Collateral or (B) request any action, institute proceedings, give any
instructions, make any election, notice account debtors or make collections with
respect to any portion of the Collateral, or (ii) demand, accept or obtain any
lien on any Collateral (except for liens subject to the terms of this
Agreement). It is understood and agreed, however, that this Agreement shall in
no way limit or affect the rights of the Junior Creditors or the Junior
Administrative Agent with respect to an exercise of rights and remedies against
SpaceCom and its Subsidiaries or with respect to collateral pledged by SpaceCom
and its Subsidiaries to secure the loans and obligations owing under the Junior
Credit Agreement.

                  (b)      Until the date 91 days after all First Tier
Indebtedness has been paid in full in cash and satisfied and the obligations and
commitments under the Senior Credit Documents have been terminated, neither the
Junior Administrative Agent nor any Junior Creditor shall take any action,
directly or indirectly, to initiate, promote or assist in an involuntary
bankruptcy or receivership proceeding or receivership in respect of Satellite.

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         2.5      Intercreditor Arrangements in Bankruptcy.

                  (a)      This Agreement shall remain in full force and effect
and enforceable pursuant to its terms in accordance with Section 510(a) of the
Bankruptcy Code, and all references herein to the Pledgor shall be deemed to
apply to such entity as debtor in possession and to any trustee in bankruptcy
for the estate(s) of such entity.

                  (b)      Except as otherwise specifically permitted in this
Section 2.5, until the First Tier Indebtedness has been paid in full in cash and
satisfied and all obligations and commitments under the Senior Credit Documents
have been terminated, the Junior Administrative Agent and each Junior Creditor
shall not assert, or make any request or demand upon the Collateral Agent to
assert, without the written consent of the Senior Administrative Agent, any
claim, motion, objection, or argument in respect of the Collateral in connection
with any Bankruptcy Event which could otherwise be asserted or raised in
connection with such Bankruptcy Event by the Junior Administrative Agent or any
Junior Creditor as a creditor of the Pledgor or equity holder of Satellite,
including without limitation any claim, motion, objection or argument seeking or
opposing adequate protection or relief from the automatic stay in respect of the
Collateral.

                  (c)      Without limiting the generality of the foregoing, the
Junior Administrative Agent and each Junior Creditor agrees that if a Bankruptcy
Event occurs, (i) the Senior Administrative Agent and the Senior Creditors (and
the Collateral Agent on their behalf) may consent to the use of cash collateral
on such terms and conditions and in such amounts as they, in their sole
discretion, may decide without seeking or obtaining the consent of the Junior
Administrative Agent or any Junior Creditor as holder of an interest in the
Collateral; (ii) any of the Senior Creditors may provide postpetition financing
for the Pledgor and its Subsidiaries, in each case pursuant to Section 364 of
the Bankruptcy Code or other applicable law and on such terms and conditions and
in such amounts as the Senior Creditors, in their sole discretion, may decide
without seeking or obtaining the consent of the Junior Administrative Agent or
the Junior Creditors as holder of an interest in the Collateral; (iii) neither
the Junior Administrative Agent nor the Junior Creditors shall oppose the
Pledgor's or its Subsidiaries' use of cash collateral on the basis that their
interest in the Collateral is impaired by such use or inadequately protected by
such use to the extent such use has been approved by the Senior Administrative
Agent or the Senior Creditors in their sole discretion; and (iv) neither the
Junior Administrative Agent nor the Junior Creditors shall oppose any sale or
other disposition of any assets comprising part of the Collateral free and clear
of security interests, liens or other claims of any party, including the Junior
Administrative Agent and the Junior Creditors, under Section 363 of the
Bankruptcy Code on the basis that the interest of either the Junior
Administrative Agent or the Junior Creditor in the Collateral is impaired by
such sale or inadequately protected as a result of such sale if the Senior
Administrative Agent has consented to such sale or disposition of such assets.

                  (d)      The Junior Administrative Agent and each Junior
Creditor agrees that it will not initiate, prosecute, encourage, or assist with
any other person to initiate or prosecute any claim, action or other proceeding
(i) challenging the validity or enforceability of this Agreement, (ii)
challenging the validity, enforceability or unavoidability of any claim of the
Senior Administrative Agent or the Senior Creditors with respect to the
Collateral or otherwise, (iii) challenging the perfection, enforceability or
unavoidability of any liens securing the First Tier

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Indebtedness, or (iv) asserting any claims which the Pledgor or its Subsidiaries
may hold with respect to the Senior Administrative Agent or the Senior Creditors
or the First Tier Indebtedness, if any.

                  (e)      To the extent that the Senior Administrative Agent or
any Senior Creditor receives payments or transfers on the First Tier
Indebtedness or proceeds of the Collateral which are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, state
or federal law, common law, or equitable cause, then, to the extent of such
payment or proceeds received, the First Tier Indebtedness, or part thereof,
intended to be satisfied shall be revived and continue in full force and effect
enjoying all rights and benefits of this Agreement as if such payments or
proceeds had not been received by the Senior Administrative Agent or such Senior
Creditor.

                  (f)      Notwithstanding any other provision of this Section,
the Junior Administrative Agent and each Junior Creditor shall be entitled to
file any necessary responsive or defensive pleadings in opposition to any
motion, claim, adversary proceeding or other pleading made by any person
objecting to or otherwise seeking the disallowance of the claims of the Junior
Administrative Agent or any Junior Creditor including without limitation any
claims secured by the Collateral, if any.

         2.6      Obligations of the Pledgor Unconditional.

                  (a)      All rights and interests of the Senior Administrative
Agent and the Senior Creditors hereunder, and all agreements and obligations of
the Pledgor, the Junior Administrative Agent and the Junior Creditors hereunder,
shall remain in full force and effect irrespective of:

                  (i)      any lack of validity or enforceability of any Senior
         Credit Document or any other agreement or instrument relating thereto;

                  (ii)     any change in the time, manner or place of, or in any
         other term of, all or any of the First Tier Indebtedness, or any
         amendment or waiver of or any consent to departure from any provision
         of the Senior Credit Agreement or any other Senior Credit Document;

                  (iii)    any exchange, release, nonperfection, or
         unenforceability of any lien or security interest in any Collateral, or
         any release or amendment or waiver of or consent to departure from any
         guarantee, for all or any of the First Tier Indebtedness; or

                  (iv)     any other circumstances which might otherwise
         constitute a defense available to, or a discharge of, any Credit Party
         in respect of the First Tier Indebtedness, or of the Second Tier
         Indebtedness, in respect of this Agreement.

                  (b)      Nothing contained herein shall affect the obligation
of Satellite to make, or prevent Satellite from making, at any time, payment of
any amount in respect of the First Tier Indebtedness.

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         2.7      No Other Beneficiaries of Lien Subordination. This Agreement
and provisions contained herein are intended only for the benefit of the holders
of First Tier Indebtedness and no other creditor of Satellite or the Pledgor.
The Pledgor will not publish or give to any creditor or prospective creditor of
Satellite or the Pledgor any copy, statement or summary (or acquiesce in the
publication or giving of any such copy, statement or summary) as to the
subordination of the lien rights of the Junior Administrative Agent and the
Junior Creditors without also stating or causing to be stated (in a conspicuous
manner in the case of any document) that such subordination is solely for the
benefit of the holders of First Tier Indebtedness and not for the benefit of any
other creditor of Satellite or the Pledgor.

         2.8      Rights of Holders of First Tier Indebtedness Not to be
Impaired. No right of any present or future holder of any First Tier
Indebtedness to enforce the provisions hereof shall at any time in any way be
prejudiced or impaired by any act or omission in good faith by any such holder,
or by any noncompliance by any other party to this Agreement with the terms and
provisions and covenants herein or in any documents or instruments supporting or
evidencing the Second Tier Indebtedness, regardless of any knowledge thereof
that any such holder of First Tier Indebtedness may have or otherwise be charged
with.

         2.9      Waivers. Neither the Collateral Agent, the Senior
Administrative Agent nor any of the Senior Creditors shall have any liability or
duty, of any kind, nature or origin, to the Junior Administrative Agent or any
Junior Creditor, express or implied, except as set forth in this Agreement. The
Junior Administrative Agent and each Junior Creditor hereby waives and releases
any claim which it may now or hereafter have against the Collateral Agent, the
Senior Administrative Agent and/or any Senior Creditor arising out of any and
all actions which it, in good faith, takes or omits to take, including, without
limitation, (a) actions with respect to the creation, perfection or continuation
of liens or security interest in the Collateral, (b) actions with respect to the
occurrence of any event of default under this Agreement, the Senior Credit
Agreement or any other Senior Credit Document, (c) action with respect to the
foreclosure upon, sale, release, or depreciation of, or failure to realize upon,
any of the Collateral, (d) actions with respect to the collection of any claim
for all or any part of the First Tier Indebtedness from any account debtor,
guarantor or any other party, (e) any other action with respect to the
enforcement of any loan documents relating to the First Tier Indebtedness or the
valuation, use, protection or disposition of the Collateral or any other
security for the First Tier Indebtedness and (f) the election of the Senior
Administrative Agent or any Senior Creditor, in any proceeding instituted under
Chapter 11 of the Bankruptcy Code, for application of Section 1111(b) of the
Bankruptcy Code.

         2.10     Remedies.

         (a)      Rights Cumulative. The rights and remedies of the Senior
Administrative Agent and the Senior Creditors under this Agreement, the Senior
Credit Agreement and the other Senior Credit Documents or any other loan or
collateral documents relating to the First Tier Indebtedness shall be cumulative
and not exclusive of any rights or remedies which any of them would otherwise
have. In exercising such rights and remedies the Collateral Agent, the Senior
Administrative Agent and the Senior Creditors may be selective and no failure or
delay by the Collateral Agent, the Senior Administrative Agent or the Senior
Creditors in exercising any right

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shall operate as a waiver of such right, nor shall any partial or single
exercise of any power or right preclude its other or further exercise or the
exercise of any other power or right.

         (b)      Waiver of Marshalling. The Pledgor, the Junior Administrative
Agent and the Junior Creditors each hereby waives any right to require
marshalling of assets by the Collateral Agent, the Senior Administrative Agent
or the Senior Creditors and any similar rights.

         2.11     Modification and Refinancing of the First Tier Indebtedness.
Nothing contained herein shall be construed as limiting (i) the right of the
Senior Creditors to make amendments to or modifications of the First Tier
Indebtedness or the Senior Credit Documents (or to establish new or additional
First Tier Indebtedness and enter into new or additional credit documents in
connection therewith) without notice to or the consent of the Junior Creditors;
provided, however, the First Tier Indebtedness shall not exceed the Maximum
First Tier Indebtedness Amount without the consent of the Required Banks as such
term is defined in the Junior Credit Agreement, or (ii) the right of the Junior
Creditors to make amendments to or modifications of the Second Tier Indebtedness
or the Junior Credit Documents without notice to or the consent of the Senior
Creditors. Without limiting the generality of the foregoing, in connection with
any refinancing or replacement of all or any portion of the First Tier
Indebtedness (or the establishment of new or additional First Tier
Indebtedness), the Junior Administrative Agent and each Junior Creditor agree,
if requested by the holders of the First Tier Indebtedness, to execute an
intercreditor and lien subordination agreement substantively similar to this
Agreement for the benefit of such replacement lenders and the Collateral Agent
is authorized to enter into any amendments or modifications to this Agreement
and to the Collateral Documents as necessary or appropriate to give effect to
the provisions hereof.

         2.12     Agreement Not to Transfer Second Tier Indebtedness Without
Consent. Each of the Junior Creditors agrees not to transfer any Second Tier
Indebtedness without causing such transferee or assignee to execute a written
acknowledgement agreeing to accept the terms and conditions of this Agreement.

         2.13     Receipt in Trust. In the event that, notwithstanding the
foregoing, any payment shall be made to a Junior Creditor which is not permitted
by the express terms of this Agreement, then, and in such event, all such
payments shall be received and held in trust for the holders of the First Tier
Indebtedness and shall be paid over and delivered forthwith to the holders of
the First Tier Indebtedness or their representatives for application to the
First Tier Indebtedness.

         2.14     Inapplicability In Respect of Minimum First Tier Indebtedness.
Notwithstanding anything else to the contrary contained herein, if the Senior
Credit Agreement has been paid in full and terminated and the First Tier
Indebtedness then outstanding is less than $50 million the holders of such First
Tier Indebtedness shall not be entitled to the benefits of subsections (b) and
(c) of Section 2.5 hereof and the Junior Creditors shall not be bound by the
limitations contained therein.

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         SECTION 3         Miscellaneous.

         3.1      Successors; Continuing Effect. This Agreement is being entered
into for the benefit of, and shall be binding upon, (i) the Senior
Administrative Agent and the Senior Creditors and each of their respective
successors and assigns, including subsequent holders of First Tier Indebtedness,
and the term "holders of First Tier Indebtedness" shall include any such
subsequent or additional holder of First Tier Indebtedness, wherever the context
permits, and (ii) the Junior Administrative Agent and the Junior Creditors and
each of their respective successors and assigns, including subsequent holders of
the Second Tier Indebtedness.

         3.2      Further Assurances. The Pledgor and Junior Administrative
Agent will, and the Pledgor will cause the other Credit Parties to, at the
expense of the Pledgor, and at any time and from time to time, promptly execute
and deliver all further instruments and documents, and take all further action,
that the Collateral Agent or the Senior Administrative Agent may reasonably
request in order to perfect or otherwise protect any right or interest granted
or purported to be granted hereby or to enable the Collateral Agent or the
Senior Administrative Agent to exercise and enforce its rights and remedies
hereunder (but this Agreement shall remain fully effective notwithstanding any
failure to execute any additional documents or instruments).

         3.3      Expenses. The Pledgor shall pay to the Collateral Agent and
the Senior Administrative Agent, upon demand, the amount of any and all
reasonable expenses, including, without limitation, the reasonable fees and
expenses of counsel, which the Collateral Agent or the Senior Administrative
Agent may incur in connection with the exercise or enforcement of any of their
respective rights or interests vis-a-vis the Pledgor or the Junior
Administrative Agent or the Junior Creditors, and all such amounts shall
constitute part of the First Tier Indebtedness.

         3.4      Notices; Amendments etc.

         (a)      All notices, requests and demands to or upon the parties to
this Agreement to be effective shall be in writing (including by facsimile or
telecopy transmission) and shall be deemed to have been duly given or made (i)
when delivered by hand or (ii) three Business Days after being deposited in the
mail, postage prepaid or (iii) one Business Day after being sent by priority
overnight mail with an internationally recognized overnight delivery carrier or
(iv) if by telecopy or facsimile, when received, at the addresses or
transmission numbers for notices set

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forth as follows or to such other address or transmission number as may be
hereafter notified in writing by the respective parties hereto:

          SENIOR ADMINISTRATIVE AGENT         Bank of America, N.A.
          AND SENIOR CREDITORS:               101 North Tryon Street, 8th Floor
                                              NC1-001-08-19
                                              Charlotte, NC 28255
                                              Attn: Kimberly D. Williams
                                              Phone: (704) 387-5451
                                              Fax: (704) 409-0650

          JUNIOR ADMINISTRATIVE AGENT         Bank of America, N.A.
          AND JUNIOR CREDITORS:               101 North Tryon Street, 8th Floor
                                              NC1-001-08-19
                                              Charlotte, NC 28255
                                              Attn: Kimberly D. Williams
                                              Phone: (704) 387-5451
                                              Fax: (704) 409-0650

          COLLATERAL AGENT:                   Bank of America, N.A.
                                              101 North Tryon Street, 8th Floor
                                              NC1-001-08-19
                                              Charlotte, NC 28255
                                              Attn: Kimberly D. Williams
                                              Phone: (704) 387-5451
                                              Fax: (704) 409-0650

          PLEDGOR AND CREDIT PARTIES:         Loral Space & Communications
                                              Corporation
                                              c/o Loral SpaceCom Corporation
                                              600 Third Avenue
                                              New York, New York
                                              Attn: General Counsel
                                              Telephone: (212) 697-1105
                                              Telecopy: (212) 867-5248

         (b)      Subject to Section 3.5 for the addition of parties, this
Agreement may be amended and the terms hereof may be waived only with the
written consent of each of the parties hereto (consisting of (i) the Pledgor,
(ii) the Collateral Agent, (iii) the Senior Administrative Agent, or if there is
no Senior Administrative Agent, the Majority Lenders under the Senior Credit
Agreement, and (iv) the Junior Administrative Agent, or if there is no Junior
Administrative Agent, the Required Banks as defined under the Junior Credit
Agreement), or their authorized successors and assigns.

                                       11

<PAGE>

         3.5      Joinder in respect of Additional Senior Credit Debt. The
parties acknowledge and agree that the provisions of this Agreement are intended
to inure to the benefit of the holders of any new or additional Senior Credit
Debt constituting First Tier Indebtedness which, directly or through the actions
of an agent on their behalf acting at their direction, should acknowledge and
agree in writing to be bound by the terms of this Agreement. Any such joinder
acknowledgment and agreement shall be in form and substance satisfactory to the
Collateral Agent and shall be acknowledged by the Collateral Agent and the
Pledgor. The Collateral Agent will give prompt notice to the Senior
Administrative Agent and the Junior Administrative Agent of any such joinder in
respect of any such new or additional Senior Credit Debt hereunder constituting
First Tier Indebtedness hereunder.

         3.6      Termination. This Agreement shall terminate upon payment in
full (without refinancing or replacement) of either the First Tier Indebtedness
or the Second Tier Indebtedness and expiration or termination of the commitments
relating thereto, or upon release of the liens and security interests in favor
of the Second Tier Indebtedness by the terms of the Junior Credit Agreement.

         3.7      Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

         3.8      WAIVER OF JURY TRIAL. THE PLEDGOR, THE SENIOR ADMINISTRATIVE
AGENT AND THE JUNIOR ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.

         3.9      Entire Agreement; Governing Law. This Agreement embodies the
entire agreement and understanding of the parties hereto regarding the subject
matter hereof. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         3.10     Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one agreement.

               [Remainder of this page intentionally left blank.]

                                       12

<PAGE>

         IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date shown above.

SENIOR CREDITORS:             BANK OF AMERICA, N.A.,
                              as Administrative Agent for the Lenders under the
                              Senior Credit Agreement and the other Senior
                              Creditors

                              By:___________________________
                              Name:
                              Title:

JUNIOR CREDITORS:             BANK OF AMERICA, N.A.,
                              as Administrative Agent for the Lenders under the
                              Junior Credit Agreement and the other Junior
                              Creditors

                              By:___________________________
                              Name:
                              Title:

COLLATERAL AGENT:             BANK OF AMERICA, N.A.,
                              as Collateral Agent

                              By:___________________________
                              Name:
                              Title:

PLEDGOR:                      LORAL SPACE & COMMUNICATIONS
                              CORPORATION, a Delaware corporation

                              By:___________________________
                              Name:
                              Title:


</TEXT>
</DOCUMENT>
