PARENT PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 30th day of September,
1996 (this "Agreement"), is made by PETERSEN HOLDINGS, L.L.C., a Delaware
limited liability company ("Holdings"), and BRIGHTVIEW COMMUNICATIONS GROUP,
INC., a Delaware corporation ("BrightView"; each of Holdings and BrightView, a
"Pledgor," and collectively, the "Pledgors"), in favor of FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, as administrative agent for the banks and other
financial institutions (collectively, the "Lenders") party to the Credit
Agreement referred to below (in such capacity, the "Administrative Agent"), for
the benefit of the Secured Parties (as hereinafter defined). Capitalized terms
used herein without definition shall have the meanings given to them in the
Credit Agreement referred to below.
RECITALS
A. Petersen Publishing Company, L.L.C., a Delaware limited liability
company (the "Borrower"), the Lenders, CIBC Inc., as Documentation Agent, and
First Union National Bank of North Carolina, as Administrative Agent and as
Syndication Agent, are parties to a Credit Agreement, dated as of September 30,
1996 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), providing for the availability of certain credit facilities to the
Borrower upon the terms and subject to the conditions set forth therein. The
Pledgors own all of the membership interests in the Borrower.
B. As a condition to the extension of credit to the Borrower under the
Credit Agreement, the Pledgors have executed and delivered a Guaranty Agreement,
dated as of the date hereof (as amended, modified or supplemented from time to
time, the "Parent Guaranty"), pursuant to which each Pledgor has guaranteed to
the Secured Parties the payment in full of the Obligations of the Borrower under
the Credit Agreement and the other Credit Documents.
C. It is a further condition to the extension of credit to the Borrower
under the Credit Agreement that each Pledgor shall have agreed, by executing and
delivering this Agreement, to secure the payment in full of its obligations
under the Parent Guaranty. The Secured Parties are relying on this Agreement in
their decision to extend credit to the Borrower under the Credit Agreement, and
would not enter into the Credit Agreement without this Agreement.
D. The Pledgors will obtain benefits as a result of the extension of
credit to the Borrower under the Credit Agreement, which benefits are hereby
acknowledged, and, accordingly, desire to execute and deliver this Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, to induce the Secured Parties to enter into the Credit Agreement
and to induce the Lenders to extend credit to the Borrower thereunder, each
Pledgor hereby agrees as follows:
1. Pledge and Grant of Security Interest. Each Pledgor hereby pledges,
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assigns and delivers to the Administrative Agent, for the ratable benefit of the
Lenders (including the Issuing
Lender and the Swingline Lender in their capacities as such, and including any
Lender in its capacity as a counterparty to any Interest Rate Protection
Agreement with the Borrower), the Documentation Agent and the Administrative
Agent (collectively, the "Secured Parties"), and grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a Lien upon and security
interest in, all of such Pledgor's right, title and interest in and to the
following, in each case whether now owned or existing or hereafter acquired or
arising (collectively, the "Collateral"):
(i) all of the issued and outstanding membership interests in the
Borrower owned by such Pledgor, and all rights, powers and privileges
relating thereto or arising therefrom, including, without limitation, such
Pledgor's right to vote and to manage and administer the business of the
Borrower pursuant to the Limited Liability Company Agreement, dated as of
September 30, 1996, among the Pledgors and the Borrower (as amended,
modified, supplemented, restated or replaced from time to time, the
"Operating Agreement"), together with all other rights, interests, claims
and other property of such Pledgor in any manner arising out of or relating
to its interest as a member of the Borrower, whether now existing or
hereafter arising or acquired, of whatever kind or character (including any
tangible or intangible property or interests therein), and further
including, without limitation (but subject to the provisions of SECTION 8),
all rights of such Pledgor to receive amounts due and to become due
(including, without limitation, dividends, distributions, interest, income
and returns of capital) under or in respect of the Operating Agreement, to
receive payments or other amounts upon termination of the Operating
Agreement, and to receive any other payments or distributions, whether in
cash, securities, property, or a combination thereof, in respect of such
Pledgor's interest as a member of the Borrower, all of such Pledgor's
rights of access to the Borrower's books and records, and all rights
granted or available under applicable law in connection therewith, and all
additional equity interests in the Borrower (including all warrants,
options and other rights to acquire, and all securities convertible into,
equity interests in the Borrower), whether now or hereafter existing and
any time owned by such Pledgor, together with all certificates, instruments
and entries upon the books of financial intermediaries at any time
evidencing any of the foregoing (collectively, the "Pledged Interests");
(ii) all indebtedness, obligations and other amounts at any time
owing to such Pledgor from the Borrower or from any holder of equity
interests in such Pledgor and all interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness, obligations
or other amounts (collectively, "the Pledged Indebtedness"); and
(iii) all Proceeds of any of the foregoing. For purposes of this
Agreement, the term "Proceeds" shall mean and include all cash, securities
and other property of any nature received or receivable upon the sale,
exchange or other disposition of or realization upon any Collateral,
whether voluntary or involuntary, together with all other payments and
distributions in respect of any Collateral, including pursuant to any
insurance, indemnity or guaranty with respect to any Collateral and
pursuant to any liquidation, reorganization or similar proceeding with
respect to any Pledgor or any issuer of or obligor on any Collateral.
2. Security for Secured Obligations. This Agreement and the Collateral
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secure the full and prompt payment, at any time and from time to time as and
when due (whether at the stated maturity, by acceleration or otherwise), of all
liabilities and obligations of each Pledgor, whether now existing or hereinafter
incurred, under, arising out of or in connection with the Parent Guaranty, this
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Agreement or any of the other Credit Documents to which it is a party,
including, without limitation, each Pledgor's liabilities and obligations as
guarantor in respect of all principal of and interest on the Loans, all
Reimbursement Obligations in respect of Letters of Credit, all fees, expenses,
indemnities and other amounts payable by the Borrower under the Credit Agreement
or any other Credit Document (including interest accruing after the filing of a
petition or commencement of a case by or with respect to the Borrower seeking
relief under any applicable federal and state laws pertaining to bankruptcy,
reorganization, arrangement, moratorium, readjustment of debts, dissolution,
liquidation or other debtor relief, specifically including, without limitation,
the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws,
whether or not the claim for such interest is allowed in such proceeding), all
obligations of the Borrower to any Lender under any Interest Rate Protection
Agreement, all Obligations that, but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due, and all fees,
costs and expenses payable by each Pledgor under SECTION 13, in each case
whether now existing or hereafter created or arising and whether direct or
indirect, absolute or contingent, due or to become due (the liabilities and
obligations of the Pledgors described in this SECTION 2, collectively, the
"Secured Obligations").
3. Delivery of Collateral. All certificates or instruments representing
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or evidencing any Collateral (other than checks or drafts, except during the
continuance of an Event of Default) shall be delivered to and held by or on
behalf of the Administrative Agent pursuant hereto, shall be in form suitable
for transfer by delivery and shall be delivered together with undated stock
powers duly executed in blank, appropriate endorsements or other necessary
instruments of registration, transfer or assignment, duly executed and in form
and substance satisfactory to the Administrative Agent, and in each case such
other instruments or documents as the Administrative Agent may reasonably
request.
4. Representations and Warranties. Each Pledgor represents and warrants
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as follows:
(a) As of the date hereof, the Pledged Interests being pledged by each
Pledgor hereunder consist of the percentage and type of equity membership
interests in the Borrower as described beneath such Pledgor's name in Annex A.
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The Pledged Interests described in Annex A collectively represent 100% of the
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issued and outstanding equity membership interests in the Borrower.
(b) Each Pledgor is, or at the time when pledged hereunder will be, the
sole legal, record and beneficial owner of all Pledged Interests purported to be
pledged by it hereunder, free and clear of any Lien whatsoever other than the
security interest created by this Agreement. No security agreement, financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any government or public office, and no
Pledgor has filed or consented to the filing of any such statement or notice,
except for Uniform Commercial Code financing statements naming the
Administrative Agent as secured party.
(c) This Agreement, together with (i) the filing, with regard to each
Pledgor, of duly completed and executed Uniform Commercial Code financing
statements naming such Pledgor as debtor, the Administrative Agent as secured
party, and describing the Collateral, in the jurisdictions set forth beneath
such Pledgor's name on Annex B hereto, (ii) in the case of uncertificated
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Pledged Interests, compliance with Section 8-313 (or its successor provision) of
the applicable Uniform Commercial Code, and (iii) the delivery to the
Administrative Agent of all certificates, chattel paper, promissory notes and
other instruments included in the Collateral, creates, and at all times will
constitute, a valid and perfected security interest in and Lien upon the
Collateral owned by such Pledgor in favor of the Administrative Agent, for the
benefit of the Secured Parties, to the extent a security interest therein can be
perfected by such filings or possession of such chattel paper,
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promissory notes or instruments, as applicable, superior and prior to the rights
of all other Persons therein (except for Permitted Liens), and no other or
additional filings, registrations, recordings or actions are or shall be
necessary or appropriate in order to maintain the perfection and priority of
such Lien and security interest, other than continuation statements required
under the applicable Uniform Commercial Code.
(d) All of the Pledged Interests have been duly and validly issued and are
fully paid and not subject to any preemptive rights, warrants, options or
similar rights or restrictions in favor of third parties, any capital call or
other additional capital requirement or any contractual or other restrictions
upon transfer, except as expressly set forth in the Operating Agreement.
(e) No consent, approval, authorization, exemption or other action by,
notice to, or filing with, any Governmental Authority is required in connection
with the due execution, delivery and performance by each Pledgor of this
Agreement, the pledge of the Collateral hereunder or the exercise by the
Administrative Agent of the voting or other rights and remedies in respect of
the Collateral provided for herein, except as expressly set forth in the
Operating Agreement and except as may be required in connection with a
disposition of any Collateral by laws affecting the offering and sale of
securities generally.
(f) The Pledgors have furnished the Administrative Agent with a correct
and complete copy of the Operating Agreement as in effect as of the date hereof.
The Operating Agreement is in full force and effect and there exists no default,
breach or event of default thereunder by any party. The Operating Agreement sets
forth the entire agreement and understanding of the parties thereto in respect
of the subject matter thereof, and there are no other agreements or
understandings, written or oral, relating to the matters covered thereby.
(g) Annex C lists, as to each Pledgor, (i) the address of its chief
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executive office and principal place of business and (ii) the address of each
location of all chattel paper, instruments and other records or information
evidencing or relating to the Collateral of such Pledgor. No Pledgor presently
conducts business under any prior or other corporate or limited liability
company name or under any trade or fictitious name, except as indicated beneath
its name on Annex C, and no Pledgor has entered into any contract or granted any
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Lien within the past five years under any name other than its legal corporate or
limited liability company name or a trade or fictitious name indicated beneath
its name on Annex C.
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5. Additional Collateral. If either Pledgor shall, at any time and from
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time to time after the date hereof, acquire any additional membership interests
in the Borrower or Indebtedness of the types described in clauses (i) and (ii)
of SECTION 1, the same shall be automatically deemed to be Pledged Interests or
Pledged Indebtedness, as the case may be, and to be pledged to the
Administrative Agent pursuant to SECTION 1, and such Pledgor will forthwith
pledge and deposit the same with the Administrative Agent and deliver to the
Administrative Agent any certificates or instruments therefor, together with the
endorsement of such Pledgor (in the case of any promissory notes or other
instruments), undated stock powers (in the case of Pledged Interests evidenced
by certificates) or other necessary instruments of transfer or assignment, duly
executed in blank and in form and substance satisfactory to the Administrative
Agent, together with such other certificates and instruments as the
Administrative Agent may reasonably request (including Uniform Commercial Code
financing statements or appropriate amendments thereto), and will promptly
thereafter deliver to the Administrative Agent a fully completed and duly
executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge
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Amendment") in respect thereof. Each Pledgor hereby authorizes
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the Administrative Agent to attach each Pledge Amendment to this Agreement, and
agrees that all such Collateral listed on any Pledge Amendment shall for all
purposes be deemed Collateral hereunder and shall be subject to the provisions
hereof; provided that the failure of such Pledgor to execute and deliver any
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Pledge Amendment with respect to any such additional Collateral as required
hereinabove shall not impair the security interest of the Administrative Agent
in such Collateral or otherwise adversely affect the rights and remedies of the
Administrative Agent hereunder with respect thereto. If any Pledged Interests
(whether now owned or hereafter acquired) are "uncertificated securities" within
the meaning of the applicable Uniform Commercial Code or are otherwise not
evidenced by any certificate or instrument, each applicable Pledgor will
promptly notify the Administrative Agent thereof and will promptly take and
cause to be taken all actions required under applicable law, including, as
applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to
perfect the security interest of the Administrative Agent therein.
6. Certain Covenants of the Pledgors. (a) The Pledgors will cause the
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Pledged Interests to constitute at all times 100% of the equity membership
interests in the Borrower, and unless the Administrative Agent shall have given
its prior written consent, neither Pledgor will cause or permit the Borrower to
issue or sell any new equity membership interests, any warrants, options or
rights to acquire its equity membership interests, or other equity securities of
any nature to any Person other than the Pledgors, or cause, permit or consent to
the admission of any other Person as a member of the Borrower.
(b) Neither Pledgor will sell or otherwise dispose of, grant any options,
warrants or other rights with respect to, or mortgage, pledge, grant any Lien
with respect to or otherwise encumber, any of its Pledged Interests or any other
Collateral or any interest therein, except for the security interest created by
this Agreement.
(c) Neither Pledgor will (i) amend, modify, waive or forgive any provision
of or right arising under the Operating Agreement in a manner that would, or
could reasonably be expected to, have the effect of impairing the position or
interests of the Administrative Agent or any other Secured Party, (ii) cancel or
terminate the Operating Agreement or petition, request or take any other action
that seeks, or that could reasonably be expected, to rescind, terminate, cancel
or suspend the Operating Agreement, to obtain any partition with respect to the
Borrower or to dissolve or liquidate the Borrower. The Pledgors will deliver to
the Administrative Agent from time to time copies of all amendments or
modifications to the Operating Agreement promptly upon completion thereof;
provided that nothing herein shall be deemed to permit any amendment or
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modification not otherwise permitted hereunder.
(d) Each Pledgor will perform and comply in all material respects with all
terms of the Operating Agreement required to be performed or complied with by
it, will maintain the Operating Agreement in full force and effect, will enforce
the Operating Agreement in accordance with its terms and will take all such
action to that end as may from time to time be reasonably requested by the
Administrative Agent.
(e) Each Pledgor will pay and discharge (i) all taxes, assessments and
governmental charges or levies imposed upon it, upon its income or profits or
upon any of its properties, prior to the date on which penalties would attach
thereto, and (ii) all lawful claims that, if unpaid, might become a Lien upon
any of its properties; provided, however, that no Pledgor shall be required to
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pay any such tax, assessment, charge, levy or claim that is being contested in
good faith and by proper proceedings and as to which such Pledgor has maintained
adequate reserves with respect
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thereto in accordance with Generally Accepted Accounting Principles, unless and
until any tax lien notice has become effective with respect thereto or until any
Lien resulting therefrom attaches to its properties and becomes enforceable
against its other creditors.
(f) Neither Pledgor will (i) change its name, identity or corporate
structure, (ii) change its chief executive office or principal place of business
from the applicable location thereof listed on Annex C, or (iii) remove any
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books, records or other information relating to Collateral from the applicable
location thereof listed on Annex C, unless in each case such Grantor has (1)
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given twenty (20) days' prior written notice to the Administrative Agent of its
intention to do so, together with information regarding any such new location
and such other information in connection with such proposed action as the
Administrative Agent may reasonably request, and (2) delivered to the
Administrative Agent ten (10) days prior to any such change or removal such
documents, instruments and financing statements as may be required by the
Administrative Agent, all in form and substance satisfactory to the
Administrative Agent, paid all necessary filing and recording fees and taxes,
and taken all other actions reasonably requested by the Administrative Agent
(including, at the reasonable request of the Administrative Agent, delivery of
opinions of counsel reasonably satisfactory to the Administrative Agent to the
effect that all such actions have been taken), in order to perfect and maintain
the Lien upon and security interest in the Collateral provided for herein in
accordance with the provisions of SECTION 4(C).
(g) Each Pledgor shall, from time to time at such times as may be
reasonably requested and upon reasonable notice, (i) make available to the
Administrative Agent for inspection and review at such Pledgor's offices copies
of all documents and information relating to the Collateral, and (ii) permit the
Administrative Agent or its representatives to visit its offices or the premises
upon which any Collateral may be located, inspect its books and records and make
copies and memoranda thereof, inspect the Collateral, discuss its finances and
affairs with its officers, employees and independent accountants and take any
other actions necessary for the protection of the interests of the Secured
Parties in the Collateral.
(h) Each Pledgor agrees that it will, at its own cost and expense, take
any and all actions necessary to warrant and defend the right, title and
interest of the Secured Parties in and to the Collateral against the claims and
demands of all other Persons.
7. Voting Rights. So long as no Event of Default shall have occurred and
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be continuing, each Pledgor shall be entitled to exercise all voting and other
consensual rights pertaining to the Pledged Interests (subject to its
obligations under SECTION 5), and for that purpose the Administrative Agent will
execute and deliver or cause to be executed and delivered to each applicable
Pledgor all such proxies and other instruments as such Pledgor may reasonably
request in writing to enable such Pledgor to exercise such voting and other
consensual rights; provided, however, that neither Pledgor will cast any vote,
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give any consent, waiver or ratification, or take or fail to take any action, in
any manner that would, or could reasonably be expected to, violate or be
inconsistent with any of the terms of this Agreement, the Credit Agreement or
any other Credit Document, or have the effect of impairing in any material
respect the position or interests of the Administrative Agent or any other
Secured Party.
8. Dividends and Other Distributions. So long as no Event of Default
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shall have occurred and be continuing (or would occur as a result thereof), and
except as provided otherwise herein, all interest, income, dividends,
distributions and other amounts payable in cash in respect of the Pledged
Interests may be paid to and retained by the Pledgors; provided, however, that
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all such
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interest, dividends, distributions and other amounts shall, at all times after
the occurrence and during the continuance of an Event of Default, be paid to the
Administrative Agent and retained by it as part of the Collateral (except to the
extent applied upon receipt to the repayment of the Secured Obligations); but
provided, further, that Holdings and BrightView may receive and distribute to
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their respective members any distributions made by the Borrower pursuant to
SECTION 8.6(A)(III) of the Credit Agreement that are not prohibited by such
Section from being made during such Event of Default. The Administrative Agent
shall also be entitled at all times (whether or not during the continuance of an
Event of Default) to receive directly, and to retain as part of the Collateral,
(i) all interest, income, dividends, distributions or other amounts paid or
payable in cash or other property in respect of any Pledged Interests in
connection with the dissolution, liquidation, recapitalization or
reclassification of the capital of the Borrower to the extent representing (in
the reasonable judgment of the Administrative Agent) an extraordinary,
liquidating or other distribution in return of capital, (ii) all additional
membership interests, warrants, options or other securities or property (other
than cash) paid or payable or distributed or distributable in respect of any
Pledged Interests in connection with any noncash dividend, distribution, return
of capital, spin-off, split-up, reclassification, combination of interests or
similar rearrangement, and (iii) without affecting any restrictions against such
actions contained in the Credit Agreement, all additional membership interests,
warrants, options or other securities or property (including cash) paid or
payable or distributed or distributable in respect of any Pledged Interests in
connection with any consolidation, merger, exchange of securities, liquidation
or other reorganization. All interest, income, dividends, distributions or other
amounts that are received by either Pledgor in violation of the provisions of
this Section shall be received in trust for the benefit of the Administrative
Agent, shall be segregated from other property or funds of the Pledgors and
shall be forthwith delivered to the Administrative Agent as Collateral in the
same form as so received (with any necessary endorsements).
9. Remedies. If an Event of Default shall have occurred and be
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continuing, the Administrative Agent shall be entitled to exercise in respect of
the Collateral all of its rights, powers and remedies provided for herein or
otherwise available to it under any other Credit Document, by law, in equity or
otherwise, including all rights and remedies of a secured party under the
Uniform Commercial Code as in effect in each relevant jurisdiction, and shall be
entitled in particular, but without limitation of the foregoing, to exercise the
following rights, which each Pledgor agrees to be commercially reasonable:
(a) To notify the parties obligated on any of the Collateral to make
payment to the Administrative Agent of any amount due or to become due
thereunder and receive all such amounts;
(b) To transfer to or register in its name or the name of any of its
agents or nominees all or any part of the Collateral, without notice to the
Pledgors and with or without disclosing that such Collateral is subject to the
security interest created hereunder;
(c) To accelerate any Pledged Indebtedness that may be accelerated in
accordance with its terms, and take any other lawful action to collect upon any
Pledged Indebtedness;
(d) To exercise (i) all voting, consensual and other rights and powers
pertaining to the Pledged Interests (whether or not transferred into the name of
the Administrative Agent), at any meeting of the members of the Borrower or
otherwise, and (ii) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options pertaining to the Pledged Interests as
if it were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all of the Pledged Interests upon the
merger, consolidation, reorganization,
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reclassification, combination of interests, similar rearrangement or other
similar fundamental change in the structure of the Borrower, or upon the
exercise by either Pledgor or the Administrative Agent of any right, privilege
or option pertaining to such Pledged Interests, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Interests with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine, and give
all consents, waivers and ratifications in respect of the Pledged Interests, all
without liability except to account for any property actually received by it,
but the Administrative Agent shall have no duty to exercise any such right,
privilege or option or give any such consent, waiver or ratification and shall
not be responsible for any failure to do so or delay in so doing; and for the
foregoing purposes each Pledgor will promptly execute and deliver or cause to be
executed and delivered to the Administrative Agent, upon request, all such
proxies and other instruments as the Administrative Agent may reasonably request
to enable the Administrative Agent to exercise such rights and powers; AND IN
FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, EACH PLEDGOR HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE TRUE AND
LAWFUL PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR, WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES, TO EXERCISE ALL SUCH VOTING, CONSENSUAL AND OTHER
RIGHTS AND POWERS TO WHICH ANY MEMBER OF THE BORROWER HOLDING THE PLEDGED
INTERESTS WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER
OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE
EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT; and
(e) To sell, resell, assign and deliver, in its sole discretion, all or
any of the Collateral, in one or more parcels, on any securities exchange on
which the Pledged Interests may be listed, at public or private sale, at any of
the Administrative Agent's offices or elsewhere, for cash, upon credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as the Administrative Agent may deem satisfactory. If any of the
Collateral is sold by the Administrative Agent upon credit or for future
delivery, the Administrative Agent shall not be liable for the failure of the
purchaser to purchase or pay for the same and, in the event of any such failure,
the Administrative Agent may resell such Collateral. In no event shall the
Pledgors be credited with any part of the Proceeds of sale of any Collateral
until and to the extent cash payment in respect thereof has actually been
received by the Administrative Agent. Each purchaser at any such sale shall hold
the property sold absolutely, free from any claim or right of whatsoever kind,
including any equity or right of redemption of the Pledgors, and each Pledgor
hereby expressly waives all rights of redemption, stay or appraisal, and all
rights to require the Administrative Agent to marshal any assets in favor of
such Pledgor or any other party or against or in payment of any or all of the
Secured Obligations, that it has or may have under any rule of law or statute
now existing or hereafter adopted. No demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law, as
referred to below), all of which are hereby expressly waived by each Pledgor,
shall be required in connection with any sale or other disposition of any part
of the Collateral. If any notice of a proposed sale or other disposition of any
part of the Collateral shall be required under applicable law, the
Administrative Agent shall give the applicable Pledgor at least ten (10) days'
prior notice of the time and place of any public sale and of the time after
which any private sale or other disposition is to be made, which notice each
Pledgor agrees is commercially reasonable. The Administrative Agent shall not be
obligated to make any sale of Collateral if it shall determine not to do so,
regardless of the fact that notice of sale may have been given. The
Administrative Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without
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further notice, be made at the time and place to which the same was so
adjourned. Upon each public sale and, to the extent permitted by applicable law,
upon each private sale, the Administrative Agent may purchase all or any of the
Collateral being sold, free from any equity, right of redemption or other claim
or demand, and may make payment therefor by endorsement and application (without
recourse) of the Secured Obligations in lieu of cash as a credit on account of
the purchase price for such Collateral.
10. Application of Proceeds. (a) All Proceeds collected by the
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Administrative Agent upon any sale, other disposition of or realization upon any
of the Collateral, together with all other moneys received by the Administrative
Agent hereunder, shall be applied as follows:
(i) first, to the payment of all costs and expenses of such sale,
disposition or other realization, including the reasonable costs and
expenses of the Administrative Agent and the reasonable fees and expenses
of its agents and counsel, all amounts advanced by the Administrative Agent
for the account of the Pledgors, and all other amounts payable to the
Administrative Agent under SECTION 13;
(ii) second, after payment in full of the amounts specified in
clause (i) above, to the ratable payment of all other Secured Obligations
owing to the Secured Parties; and
(ii) third, after payment in full of the amounts specified in
clauses (i) and (ii) above, and following the termination of this
Agreement, to the Pledgors or any other Person lawfully entitled to receive
such surplus.
(b) For purposes of applying amounts in accordance with this Section, the
Administrative Agent shall be entitled to rely upon any Secured Party that has
entered into an Interest Rate Protection Agreement with the Borrower for a
determination (which such Secured Party agrees to provide or cause to be
provided upon request of the Administrative Agent) of the outstanding Secured
Obligations owed to such Secured Party under any such Interest Rate Protection
Agreement. Unless it has actual knowledge (including by way of written notice
from any such Secured Party) to the contrary, the Administrative Agent, in
acting hereunder, shall be entitled to assume that no Interest Rate Protection
Agreements or Obligations in respect thereof are in existence between any
Secured Party and the Borrower.
(c) The Pledgors shall remain jointly and severally liable to the extent
of any deficiency between the amount of all Proceeds realized upon sale or other
disposition of the Collateral pursuant to this Agreement and the aggregate
amount of the sums referred to in clauses (i) and (ii) of subsection (a) above.
Upon any sale of any Collateral hereunder by the Administrative Agent (whether
by virtue of the power of sale herein granted, pursuant to judicial proceeding,
or otherwise), the receipt of the Administrative Agent or the officer making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold, and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the
Administrative Agent or such officer or be answerable in any way for the
misapplication thereof.
11. Each Pledgor Remains Liable. Notwithstanding anything herein to the
---------------------------
contrary, (i) the Pledgors shall remain liable under the Operating Agreement to
perform all of their respective obligations thereunder to the same extent as if
this Agreement had not been executed, (ii) the exercise by the Administrative
Agent of any of its rights or remedies hereunder shall not release either
Pledgor from any of its obligations under the Operating Agreement, and (iii)
except as specifically provided
-9-
for hereinbelow, the Administrative Agent shall not have any obligation or
liability by reason of this Agreement under the Operating Agreement, nor shall
the Administrative Agent be obligated to perform any of the obligations or
duties of the Pledgors thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder. This Agreement shall not in any way be
deemed to obligate the Administrative Agent, any other Secured Party or any
purchaser at a foreclosure sale under this Agreement to assume any of either
Pledgor's obligations, duties or liabilities under the Operating Agreement,
including, without limitation, each Pledgor's obligations, if any, to manage the
business and affairs of the Borrower (collectively, the "Member Obligations"),
unless the Administrative Agent or such other Secured Party or purchaser
otherwise agrees in writing to assume any or all of such Member Obligations. In
the event of foreclosure by the Administrative Agent hereunder, then except as
provided in the preceding sentence, each Pledgor shall remain bound and
obligated to perform its Member Obligations and neither the Administrative Agent
nor any other Secured Party shall be deemed to have assumed any Member
Obligations. In the event the Administrative Agent, any other Secured Party or
any purchaser at a foreclosure sale elects to become a substitute member in
place of either Pledgor, the party making such election shall adopt in writing
the Operating Agreement and agree to be bound by the terms and provisions
thereof; and subject to the execution of such written agreement, each Pledgor
hereby irrevocably consents in advance, pursuant to the Operating Agreement, to
the admission of the Administrative Agent, any other Secured Party or any such
purchaser as a substitute member to the extent of the Pledged Interests acquired
pursuant to such sale, and agrees to execute any documents or instruments and
take any other action as may be necessary or as may be reasonably requested in
connection therewith. The powers, rights and remedies conferred on the
Administrative Agent hereunder are solely to protect its interest and privilege
in the Operating Agreement, as Collateral, and shall not impose any duty upon it
to exercise any such powers, rights or remedies.
12. Registration; Private Sales. (a) If, at any time after the
---------------------------
occurrence and during the continuance of an Event of Default, either Pledgor
shall have received from the Administrative Agent a written request or requests
that such Pledgor cause any registration, qualification or compliance under any
federal or state securities law or laws to be effected with respect to all or
any part of the Pledged Interests, such Pledgor will, as soon as practicable and
at its expense, use its best efforts to cause such registration to be effected
and be kept effective and will use its best efforts to cause such qualification
and compliance to be effected and be kept effective as may be so requested and
as would permit or facilitate the sale and distribution of such Pledged
Interests, including, without limitation, registration under the Securities Act
of 1933, as amended (the "Securities Act"), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate compliance
with any other applicable requirements of Governmental Authorities; provided,
--------
that the Administrative Agent shall furnish to such Pledgor such information
regarding the Administrative Agent as such Pledgor may reasonably request in
writing and as shall be required in connection with any such registration,
qualification or compliance. Such Pledgor will cause the Administrative Agent to
be kept reasonably advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof, will
furnish to the Administrative Agent such number of prospectuses, offering
circulars or other documents incident thereto as the Administrative Agent from
time to time may reasonably request, and will indemnify the Administrative Agent
and all others participating in the distribution of such Pledged Securities
against all claims, losses, damages and liabilities caused by any untrue
statement (or alleged untrue statement) of a material fact contained therein (or
in any related registration statement, notification or the like) or by any
omission (or alleged omission) to state therein (or in any related registration
statement, notification or the like) a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same may have been caused by an untrue statement or omission
based upon
-10-
information furnished in writing to such Pledgor by the Administrative Agent or
any other Secured Party expressly for use therein.
(b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws as in
effect from time to time, the Administrative Agent may be compelled, with
respect to any sale of all or any part of the Pledged Interests conducted
without registration or qualification under the Securities Act and such state
securities laws, to limit purchasers to any one or more Persons who will
represent and agree, among other things, to acquire such Pledged Interests for
their own account, for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges that any such private sales may be
made in such manner and under such circumstances as the Administrative Agent may
deem necessary or advisable in its sole and absolute discretion, including at
prices and on terms less favorable than those obtainable through a public sale
without such restrictions (including, without limitation, a public offering made
pursuant to a registration statement under the Securities Act), and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner and agrees that the
Administrative Agent shall have no obligation to conduct any public sales and no
obligation to delay the sale of any Pledged Interests for the period of time
necessary to permit its registration for public sale under the Securities Act
and applicable state securities laws, and shall not have any responsibility or
liability as a result of its election so not to conduct any such public sales or
delay the sale of any Pledged Interests, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after such registration. Each Pledgor hereby waives any claims against the
Administrative Agent or any Secured Party arising by reason of the fact that the
price at which any Pledged Interests may have been sold at any private sale was
less than the price that might have been obtained at a public sale or was less
than the aggregate amount of the Secured Obligations, even if the Administrative
Agent accepts the first offer received and does not offer such Pledged Interests
to more than one offeree.
(c) Each Pledgor agrees that a breach of any of the covenants contained in
this Section will cause irreparable injury to the Administrative Agent and the
other Secured Parties, that the Administrative Agent and the other Secured
Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section shall be
specifically enforceable against the Pledgors.
13. Indemnity and Expenses. The Pledgors agree jointly and severally:
----------------------
(a) To indemnify and hold harmless the Administrative Agent, each other
Secured Party and each of their respective directors, officers, employees,
agents and affiliates from and against any and all claims, damages, demands,
loses, obligations, judgments and liabilities (including, without limitation,
reasonable attorneys' fees and expenses) in any way arising out of or in
connection with this Agreement and the transactions contemplated hereby, except
to the extent the same shall arise as a result of the gross negligence or
willful misconduct of the party seeking to be indemnified; and
(b) To pay and reimburse the Administrative Agent upon demand for all
reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) that the Administrative Agent may incur in
connection with (i) the custody, use or preservation of, or the sale of,
collection from or other realization upon, any of the Collateral, including the
reasonable expenses of re-taking, holding, preparing for sale or lease, selling
or otherwise disposing of or realizing on the Collateral, (ii) the exercise or
enforcement of any rights or remedies granted hereunder (including, without
limitation, under SECTION 12), under any of the other Credit Documents or
otherwise available
-11-
to it (whether at law, in equity or otherwise), or (iii) the failure by either
Pledgor to perform or observe any of the provisions hereof. The provisions of
this SECTION 13 shall survive the execution and delivery of this Agreement, the
repayment of any of the Obligations, the termination of the Commitments under
the Credit Agreement and the termination of this Agreement or any other Credit
Document.
14. Further Assurances; Attorney-in-Fact. (a) Each Pledgor agrees that
------------------------------------
it will join with the Administrative Agent to execute and, at its own expense,
file and refile under any applicable Uniform Commercial Code such financing
statements, continuation statements and other documents and instruments in such
offices as the Administrative Agent may reasonably deem necessary or
appropriate, and wherever required or permitted by law, in order to perfect and
preserve the Administrative Agent's security interest in the Collateral, and
hereby authorizes the Administrative Agent to file financing statements and
amendments thereto relating to all or any part of the Collateral without the
signature of such Pledgor where permitted by law, and agrees to do such further
acts and things and to execute and deliver to the Administrative Agent such
additional conveyances, assignments, agreements and instruments as the
Administrative Agent may reasonably require or deem advisable to perfect,
establish, confirm and maintain the security interest and Lien provided for
herein, to carry out the purposes of this Agreement or to further assure and
confirm unto the Administrative Agent its rights, powers and remedies hereunder.
(b) Each Pledgor hereby irrevocably appoints the Administrative Agent its
lawful attorney-in-fact, with full authority in the place and stead of such
Pledgor and in the name of such Pledgor, the Administrative Agent or otherwise,
and with full power of substitution in the premises (which power of attorney,
being coupled with an interest, is irrevocable for so long as this Agreement
shall be in effect), from time to time in the Administrative Agent's discretion
after the occurrence and during the continuance of an Event of Default to take
any action and to execute any instruments that the Administrative Agent may deem
necessary or advisable to accomplish the purpose of this Agreement, including,
without limitation:
(i) to sign the name of such Pledgor on any financing statement,
continuation statement, notice or other similar document that, in the
Administrative Agent's opinion, should be made or filed in order to perfect
or continue perfected the security interest granted under this Agreement;
(ii) to ask, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;
(iii) to receive, endorse and collect any checks, drafts,
instruments, chattel paper and other orders for the payment of money made
payable to such Pledgor representing any interest, income, dividend,
distribution or other amount payable in respect of any of the Collateral
and to give full discharge for the same;
(iv) to pay or discharge taxes, Liens or other encumbrances levied
or placed on or threatened against the Collateral, the legality or validity
thereof and the amounts necessary to discharge the same to be determined by
the Administrative Agent in its sole discretion, any such payments made by
the Administrative Agent to become Secured Obligations of the Pledgors to
the Administrative Agent, due and payable immediately and without demand;
-12-
(v) to file any claims or take any action or institute any
proceedings that the Administrative Agent may deem necessary or advisable
for the collection of any of the Collateral or otherwise to enforce the
rights of the Administrative Agent with respect to any of the Collateral;
and
(vi) to use, sell, assign, transfer, pledge, make any agreement
with respect to or otherwise deal with any and all of the Collateral as
fully and completely as though the Administrative Agent were the absolute
owner of the Collateral for all purposes, and to do from time to time, at
the Administrative Agent's option and the Pledgors' expense, all other acts
and things deemed necessary by the Administrative Agent to protect,
preserve or realize upon the Collateral and to more completely carry out
the purposes of this Agreement.
(c) If either Pledgor fails to perform any covenant or agreement
contained in this Agreement after written request to do so by the Administrative
Agent (provided that no such request shall be necessary at any time after the
--------
occurrence and during the continuance of an Event of Default), the
Administrative Agent may itself perform, or cause the performance of, such
covenant or agreement and may take any other action that it deems necessary and
appropriate for the maintenance and preservation of the Collateral or its
security interest therein, and the reasonable expenses so incurred in connection
therewith shall be payable by the Pledgors under SECTION 13.
15. The Administrative Agent; Standard of Care. The Administrative
------------------------------------------
Agent will hold all items of the Collateral at any time received under this
Agreement in accordance with the provisions hereof. The obligations of the
Administrative Agent as holder of the Collateral and interests therein and with
respect to the disposition thereof, and otherwise under this Agreement and the
other Credit Documents, are only those expressly set forth in this Agreement and
the other Credit Documents. The Administrative Agent shall act hereunder at the
direction, or with the consent, of the Required Lenders on the terms and
conditions set forth in the Credit Agreement. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest, on behalf of
the Secured Parties, in the Collateral, and shall not impose any duty upon it to
exercise any such powers. Except for treatment of the Collateral in its
possession in a manner substantially equivalent to that which the Administrative
Agent, in its individual capacity, accords its own property of a similar nature,
and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other
rights pertaining to the Collateral. Neither the Administrative Agent nor any
other Secured Party shall be liable to either Pledgor (i) for any loss or damage
sustained by such Pledgor, or (ii) for any loss, damage, depreciation or other
diminution in the value of any of the Collateral that may occur as a result of
or in connection with or that is in any way related to any exercise by the
Administrative Agent or any other Secured Party of any right or remedy under
this Agreement, any failure to demand, collect or realize upon any of the
Collateral or any delay in doing so, or any other act or failure to act on the
part of the Administrative Agent or any other Secured Party, except to the
extent that the same is caused by its own gross negligence or willful
misconduct.
16. Security Interest Absolute. Each Pledgor agrees that its obligations,
--------------------------
and the security interest granted to and all rights of the Administrative Agent,
hereunder are irrevocable, absolute and unconditional and shall not be
discharged, limited or otherwise affected by reason of any of the following,
whether or not such Pledgor has notice or knowledge thereof:
(i) any change in the time, manner or place of payment of, or in
any other term of, any Secured Obligations, or any amendment, modification
or supplement to, restatement
-13-
of, or consent to any rescission or waiver of or departure from, any
provisions of the Credit Agreement, any other Credit Document or any
agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations
or any provisions of the Credit Agreement, any other Credit Document or any
agreement or instrument delivered pursuant to any of the foregoing;
(iii) any sale, exchange, release, substitution, compromise,
nonperfection or other action or inaction in respect of any other
collateral pledged as direct or indirect security for any Secured
Obligations, or any discharge, modification, settlement, compromise or
other action or inaction in respect of any guaranty or other direct or
indirect liability for any Secured Obligations; or
(iv) any other circumstance that might otherwise constitute a legal
or equitable discharge of, or a defense, set-off or counterclaim available
to, either Pledgor, other than the occurrence of (x) the payment in full of
the Secured Obligations (other than indemnity obligations not then due and
payable and that survive termination of the Credit Documents), (y) the
termination or expiration of all Letters of Credit under the Credit
Agreement and (z) the termination of the Commitments under the Credit
Agreement (the events in clauses (x), (y) and (z) above, collectively, the
"Termination Requirements").
17. No Waiver. The rights and remedies of the Secured Parties expressly
---------
set forth in this Agreement and the other Credit Documents are cumulative and in
addition to, and not exclusive of, all other rights and remedies available at
law, in equity or otherwise. No failure or delay on the part of any Secured
Party in exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, power or privilege or be construed to be a waiver of any Default or
Event of Default. No course of dealing between the Pledgors and the Secured
Parties or their agents or employees shall be effective to amend, modify or
discharge any provision of this Agreement or any other Credit Document or to
constitute a waiver of any Default or Event of Default. No notice to or demand
upon either Pledgor in any case shall entitle such Pledgor or the other Pledgor
to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the right of any Secured Party to exercise any right or
remedy or take any other or further action in any circumstances without notice
or demand.
18. Enforcement. By its acceptance of the benefits of this Agreement,
-----------
each Lender agrees that this Agreement may be enforced only by the
Administrative Agent, acting upon the instructions or with the consent of the
Required Lenders as provided for in the Credit Agreement, and that no Lender
shall have any right individually to enforce or seek to enforce this Agreement
or to realize upon any Collateral or other security given to secure the payment
and performance of the Secured Obligations.
19. Amendments, Waivers, etc. No amendment, modification, waiver,
------------------------
discharge or termination of, or consent to any departure by either Pledgor from,
any provision of this Agreement, shall be effective unless in a writing executed
and delivered in accordance with Section 11.6 of the Credit Agreement, and then
the same shall be effective only in the specific instance and for the specific
purpose for which given.
-14-
20. Continuing Security Interest; Term; Successors and Assigns;
-----------------------------------------------------------
Assignment; Termination and Release; Survival. This Agreement shall create a
- ---------------------------------------------
continuing security interest in the Collateral and shall secure the payment and
performance of all of the Secured Obligations as the same may arise and be
outstanding at any time and from time to time from and after the date hereof,
and shall (i) remain in full force and effect until the satisfaction of all of
the Termination Requirements, (ii) be binding upon and enforceable against each
Pledgor and its successors and assigns (provided, however, that neither Pledgor
-------- -------
may sell, assign or transfer any of its rights, interests, duties or obligations
hereunder without the prior written consent of the Lenders) and (iii) inure to
the benefit of and be enforceable by each Secured Party and its successors and
assigns. Upon any sale or other disposition by any Pledgor of any Collateral in
a transaction expressly permitted hereunder or under or pursuant to the Credit
Agreement or any other applicable Credit Document, the Lien and security
interest created by this Agreement in and upon such Collateral shall be
automatically released, and upon the satisfaction of all of the Termination
Requirements, this Agreement and the Lien and security interest created hereby
shall terminate; and in connection with any such release or termination, the
Administrative Agent, at the request and expense of the applicable Pledgor, will
execute and deliver to such Pledgor such documents and instruments evidencing
such release or termination as such Pledgor may reasonably request and will
assign, transfer and deliver to such Pledgor, without recourse and without
representation or warranty, such of the Collateral as may then be in the
possession of the Administrative Agent (or, in the case of any partial release
of Collateral, such of the Collateral so being released as may be in its
possession). All representations, warranties, covenants and agreements herein
shall survive the execution and delivery of this Agreement and any Pledge
Amendment.
21. Notices. All notices and other communications provided for hereunder
-------
shall be given to the parties in the manner and subject to the other notice
provisions set forth in the Parent Guaranty.
22. Governing Law. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the laws of the State of North Carolina (without
regard to the conflicts of law provisions thereof).
23. Severability. To the extent any provision of this Agreement is
------------
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.
24. Construction. The headings of the various sections and subsections of
------------
this Agreement have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof. Unless the
context otherwise requires, words in the singular include the plural and words
in the plural include the singular. All terms in this Agreement that are not
capitalized shall have the meanings provided by the applicable Uniform
Commercial Code to the extent the same are used or defined therein.
25. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
-15-
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
under seal by their duly authorized officers as of the date first above written.
PETERSEN HOLDINGS, L.L.C.
By: ??????
------------------------------
Title: President
--------------------------
BRIGHTVIEW COMMUNICATIONS GROUP, INC.
By: ??????
------------------------------
Title: _______________________________
Accepted and agreed to:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA, as
Administrative Agent
By: ??????
----------------------------------
Title: SVP
-------------------------------
-16-
Annex A to Parent Pledge and
Security Agreement
First Union National Bank
of North Carolina, as
Administrative Agent
Petersen Publishing Company, L.L.C.
September 30, 1996
------------------------------
Pledged Interests pledged by Holdings
- -------------------------------------
Percentage of
Outstanding
Type of Interests
Name of Issuer Interests in Issuer
-------------- --------- ---------
Petersen Publishing Company, L.L.C. Common 99.9%
Pledged Interests pledged by BrightView
- ---------------------------------------
Percentage of
Outstanding
Type of Interests
Name of Issuer Interests in Issuer
-------------- --------- ---------
Petersen Publishing Company, L.L.C. Common 0.1%
Annex B to Parent Pledge and
Security Agreement
First Union National Bank
of North Carolina, as
Administrative Agent
Petersen Publishing Company, L.L.C.
September 30, 1996
------------------------------
FILING LOCATIONS
A. Petersen Holdings, L.L.C.
-------------------------
Secretary of State of California
Secretary of State of Illinois
B. BrightView Communications Group, Inc.
-------------------------------------
Secretary of State of California
Secretary of State of Illinois
Annex C to Parent Pledge and
Security Agreement
First Union National Bank
of North Carolina, as
Administrative Agent
Petersen Publishing Company, L.L.C.
September 30, 1996
------------------------------
LOCATIONS OF CHIEF EXECUTIVE OFFICE
AND RECORDS RELATING TO COLLATERAL
A. Petersen Holdings, L.L.C.
1. Chief executive office/principal place
--------------------------------------
of business:
-----------
a) 6420 Wilshire Blvd.
Los Angeles, California
2. Records relating to Collateral:
------------------------------
a) 6420 Wilshire Blvd.
Los Angeles, California
b) c/o Willis Stein & Partners, L.P.
227 West Monroe, Suite 4300
Chicago, Illinois 60606
A. BrightView Communications Group, Inc.
1. Chief executive office/principal place
--------------------------------------
of business:
-----------
a) 6420 Wilshire Blvd.
Los Angeles, California
2. Records relating to Collateral:
------------------------------
a) 6420 Wilshire Blvd.
Los Angeles, California
b) c/o Willis Stein & Partners, L.P.
227 West Monroe, Suite 4300
Chicago, Illinois 60606
Exhibit A to Parent Pledge and
Security Agreement
First Union National Bank
of North Carolina, as
Administrative Agent
Petersen Publishing Company, L.L.C.
September 30, 1996
------------------------------
PLEDGE AMENDMENT
THIS PLEDGE AMENDMENT, dated as of _______________, 19___, is delivered by
______________________ (the "Pledgor") pursuant to SECTION 5 of the Pledge
Agreement referred to hereinbelow. The Pledgor hereby agrees that this Pledge
Amendment may be attached to the Pledge and Security Agreement, dated as of
__________, 1996, made by the Pledgor in favor of First Union National Bank of
North Carolina, as Administrative Agent (as amended, modified, supplemented or
restated from time to time, the "Pledge Agreement," capitalized terms defined
therein being used herein as therein defined), and that the Pledged Interests
listed on Annex A to this Pledge Amendment shall be deemed to be part of the
-------
Pledged Interests within the meaning of the Pledge Agreement and shall become
part of the Collateral and shall secure all of the Secured Obligations as
provided in the Pledge Agreement. This Pledge Amendment and its attachments are
hereby incorporated into the Pledge Agreement and made a part thereof.
__________________________
By: _______________________________
Title: ______________________________
Annex A to Exhibit A (Pledge
Amendment)
First Union National Bank
of North Carolina, as
Administrative Agent
Petersen Publishing Company, L.L.C.
September 30, 1996
------------------------------
Pledged Interests
- -----------------
Percentage of
Outstanding
Type of Certificate Interests
Name of Issuer Interests Number in Issuer
-------------- --------- --------- ---------