<PAGE>
 
                     PARENT PLEDGE AND SECURITY AGREEMENT


     THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 31st day of March, 1998
(this "Agreement"), is made by THE PETERSEN COMPANIES, INC., a Delaware
corporation (the "Pledgor"), in favor of FIRST UNION NATIONAL BANK, 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.   The Pledgor, Petersen Publishing Company, L.L.C., a Delaware limited
liability company (the "Borrower"), the Lenders, First Union National Bank, as
Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent,
Morgan Stanley Senior Funding, Inc., as Documentation Agent, and the Managing
Agents named therein, are parties to a Credit Agreement, dated as of March 30,
1998 (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
Pledgor owns 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 Pledgor has 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 the 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 the 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 Pledgor 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, the
Pledgor hereby agrees as follows:
<PAGE>
 
     1.   Pledge and Grant of Security Interest.  The Pledgor hereby pledges,
          -------------------------------------                              
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, the Syndication 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 the
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 the Pledgor, and all rights, powers and privileges
     relating thereto or arising therefrom, including, without limitation, the
     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 Pledgor 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 the 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 the 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 the
     Pledgor's interest as a member of the Borrower, all of the 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 the
     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 the Pledgor from the Borrower or from any holder of equity
     interests in the 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 the Pledgor or any issuer of or obligor on any Collateral.

     2.   Security for Secured Obligations.  This Agreement and the Collateral
          --------------------------------                                    
secure the full and prompt payment, at any time and from time to time as and
when due (whether at the stated maturity, by 


                                      -2-
<PAGE>
 
acceleration or otherwise), of all liabilities and obligations of the Pledgor,
whether now existing or hereinafter incurred, under, arising out of or in
connection with the Parent Guaranty, this Agreement or any of the other Credit
Documents to which it is a party, including, without limitation, the 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
the 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 Pledgor described in
this SECTION 2, collectively, the "Secured Obligations").

     3.   Delivery of Collateral.  All certificates or instruments representing
          ----------------------                                               
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.  The Pledgor represents and warrants
          ------------------------------                                      
as follows:

     (a) As of the date hereof, the Pledged Interests being pledged by the
Pledgor hereunder consist of the percentage and type of equity membership
interests in the Borrower as described beneath the Pledgor's name in Annex A.
                                                                     -------  
The Pledged Interests described in Annex A collectively represent 100% of the
                                   -------                                   
issued and outstanding equity membership interests in the Borrower.

     (b) The 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 the
Pledgor has not 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 the
Pledgor, of duly completed and executed Uniform Commercial Code financing
statements naming the Pledgor as debtor, the Administrative Agent as secured
party, and describing the Collateral, in the jurisdictions set forth on Annex B
                                                                        -------
hereto, (ii) in the case of uncertificated Pledged Interests, the acquisition by
the Administrative Agent, for the benefit of the Secured parties, of "control"
thereof within the meaning of such term under Section 8-106(c) (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 


                                      -3-
<PAGE>
 
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 the 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, 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 the 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 Pledgor has 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 the Pledgor, (i) the address of its chief
         -------                                                       
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 the Pledgor.  The Pledgor does not
presently conduct 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 the Pledgor has not entered into any
                              -------                                          
contract or granted any 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.
                                              ------- 

     5.   Additional Collateral.  If the Pledgor shall, at any time and from
          ---------------------                                             
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 the 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 the 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 


                                      -4-
<PAGE>
 
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
                                           ---------                 
Amendment") in respect thereof.  The Pledgor hereby authorizes 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 the Pledgor to execute and deliver any
        --------                                                           
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 Pledgor will cause the
          ---------------------------------                                  
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, the Pledgor will not 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 Pledgor, or cause, permit or consent to
the admission of any other Person as a member of the Borrower.

     (b) The Pledgor will not 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) The Pledgor will not (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, or (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 Pledgor 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
--------                                                               
modification not otherwise permitted hereunder.

     (d) The 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) The 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 


                                      -5-
<PAGE>
 
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
                                                        --------  -------
the Pledgor shall not be required to pay any such tax, assessment, charge, levy
or claim that is being contested in good faith and by proper proceedings and as
to which the Pledgor has maintained adequate reserves with respect 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) The Pledgor will not (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
                                               -------                     
books, records or other information relating to Collateral from the applicable
location thereof listed on Annex C, unless in each case the Pledgor has (1)
                           -------                                         
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) The 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 the 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) The 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
          -------------                                                         
be continuing, the 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 the Pledgor all
such proxies and other instruments as the Pledgor may reasonably request in
writing to enable the Pledgor to exercise such voting and other consensual
rights; provided, however, that the Pledgor will not cast any vote, 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.


                                      -6-
<PAGE>
 
     8.   Dividends and Other Distributions.  So long as no Event of Default
          ---------------------------------                                 
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 Pledgor; provided, however, that
                                                      --------  -------      
all such 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).  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 the
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 Pledgor 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
          --------                                                    
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 the 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 Pledgor 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 


                                      -7-
<PAGE>
 
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, reclassification, combination of interests,
similar rearrangement or other similar fundamental change in the structure of
the Borrower, or upon the exercise by the 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 the 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, THE PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS THE ADMINISTRATIVE AGENT AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-
FACT OF THE 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
Pledgor 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 Pledgor, and the
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
the 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 the 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 the
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 


                                      -8-
<PAGE>
 
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 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
          -----------------------                                     
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 Pledgor, 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

             (iii)  third, after payment in full of the amounts specified in
     clauses (i) and (ii) above, and following the termination of this
     Agreement, to the Pledgor 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 Pledgor shall remain 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.  The Pledgor Remains Liable.  Notwithstanding anything herein to the
          --------------------------                                         
contrary, (i) the Pledgor shall remain liable under the Operating Agreement to
perform all of its 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 the Pledgor from
any of its obligations under 


                                      -9-
<PAGE>
 
the Operating Agreement, and (iii) except as specifically provided 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 Pledgor 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 the Pledgor's
obligations, duties or liabilities under the Operating Agreement, including,
without limitation, the Pledgor's obligations 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, the 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 the 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, the 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, the Pledgor shall
have received from the Administrative Agent a written request or requests that
the 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, the 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 the Pledgor such information
regarding the Administrative Agent as the Pledgor may reasonably request in
writing and as shall be required in connection with any such registration,
qualification or compliance.  The 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 


                                     -10-
<PAGE>
 
untrue statement or omission based upon information furnished in writing to the
Pledgor by the Administrative Agent or any other Secured Party expressly for use
therein.

     (b) The 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.  The 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.  The 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) The 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 Pledgor.

     13.  Indemnity and Expenses.  The Pledgor agrees:
          ----------------------                      

     (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,
losses, 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, 


                                     -11-
<PAGE>
 
without limitation, under SECTION 12), under any of the other Credit Documents
or otherwise available to it (whether at law, in equity or otherwise), or (iii)
the failure by the 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)  The 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 the 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) The Pledgor hereby irrevocably appoints the Administrative Agent its
lawful attorney-in-fact, with full authority in the place and stead of the
Pledgor and in the name of the 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 the 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 the 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 Pledgor to the Administrative Agent, due and payable immediately and
     without demand;


                                     -12-
<PAGE>
 
             (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 Pledgor's 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 the 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 Pledgor 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 the Pledgor (i) for any loss or damage
sustained by the 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.  The 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 the Pledgor has notice or knowledge thereof:


                                     -13-
<PAGE>
 
             (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 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, the 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 Pledgor 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 the Pledgor in any case shall entitle the 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 the 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-
<PAGE>
 
     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 the
Pledgor and its successors and assigns (provided, however, that the Pledgor may
                                        --------  -------                      
not 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 the 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 Pledgor, will execute
and deliver to the Pledgor such documents and instruments evidencing such
release or termination as the Pledgor may reasonably request and will assign,
transfer and deliver to the 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-
<PAGE>
 
     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.



                              THE PETERSEN COMPANIES, INC.


                              By: /s/ ILLEGIBLE 
                                 _____________________________

                              Title: Executive Vice President, 
                                     Chief Financial Officer 
                                    __________________________



Accepted and agreed to:

FIRST UNION NATIONAL BANK, as
 Administrative Agent


By: /s/ ILLEGIBLE 
   _________________________

Title: Senior Vice President 
      ______________________


                                     -16-
<PAGE>
 
                                             Annex A to Parent Pledge and
                                              Security Agreement
                                             First Union National Bank, as
                                              Administrative Agent
                                             Petersen Publishing Company, L.L.C.
                                             March 31, 1998
                                             ___________________________________



Pledged Interests
-----------------
<TABLE> 
<CAPTION> 
                                                                  Percentage of
                                                                   Outstanding
                                               Type of              Interests
       Name of Issuer                         Interests             in Issuer
       --------------                         ---------             ---------
       <S>                                    <C>                   <C>     

       Petersen Publishing Company, L.L.C.      Common                 100%
</TABLE> 
<PAGE>
 
                                             Annex B to Parent Pledge and
                                              Security Agreement
                                             First Union National Bank, as
                                              Administrative Agent
                                             Petersen Publishing Company, L.L.C.
                                             March 31, 1998
                                             ___________________________________



                               FILING LOCATIONS


     Secretary of State of California

     Secretary of State of Illinois
<PAGE>
 
                                             Annex C to Parent Pledge and
                                              Security Agreement
                                             First Union National Bank, as
                                              Administrative Agent
                                             Petersen Publishing Company, L.L.C.
                                             March 31, 1998
                                             ___________________________________



                      LOCATIONS OF CHIEF EXECUTIVE OFFICE
                      AND RECORDS RELATING TO COLLATERAL


     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
<PAGE>
 
                                             Exhibit A to Parent Pledge and
                                              Security Agreement
                                             First Union National Bank, as
                                              Administrative Agent
                                             Petersen Publishing Company, L.L.C.
                                             March 31, 1998
                                             ___________________________________




                               PLEDGE AMENDMENT


          THIS PLEDGE AMENDMENT, dated as of _______________, 19___, is
delivered by THE PETERSEN COMPANIES, INC. (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 __________, 1998, made by the Pledgor in favor of First Union
National Bank, 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.


                              THE PETERSEN COMPANIES, INC.


                              By: _______________________________

                              Title: ______________________________
<PAGE>
 
                                             Annex A to Exhibit A (Pledge
                                              Amendment)
                                             First Union National Bank, as
                                              Administrative Agent
                                             Petersen Publishing Company, L.L.C.
                                             March 31, 1998
                                             ___________________________________



Pledged Interests
-----------------
<TABLE> 
<CAPTION> 
                                                                    Percentage of
                                                                     Outstanding
                                       Type of       Certificate     Interests
                  Name of Issuer      Interests       Number         in Issuer
                  --------------      ---------      -----------    ------------- 
                  <S>                 <C>            <C>            <C> 
</TABLE>