EXHIBIT 2(b)
EXECUTION COPY
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of December 6, 1999 is by
and between Career Education Corporation, a Delaware corporation (the
"Acquiror"), and the other parties signatory hereto (each a "Shareholder").
RECITALS
Acquiror, CCA Acquisition, LLC, a Delaware limited liability company and an
indirect wholly-owned subsidiary of Acquiror ("Acquisition Sub"), and California
Culinary Academy, Inc., a California corporation (the "Company"), are
negotiating an Agreement and Plan of Merger (as such agreement may be executed
and amended from time to time, the "Merger Agreement"; capitalized terms used
but not defined herein shall have the meanings set forth in the Merger
Agreement), a draft of which has been circulated to the parties, pursuant to
which (and subject to the terms and conditions specified therein) the
Acquisition Sub will be merged with and into the Company (the "Merger"), whereby
each share of common stock, no par value, of the Company ("Company Common
Stock") issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive the Merger Consideration, other than (i)
shares of Company Common Stock owned, directly or indirectly, by the Company or
any subsidiary of the Company or by Acquiror and (ii) Dissenting Shares.
As a condition to Acquiror's negotiating and entering into the Merger
Agreement, Acquiror requires that each Shareholder enter into, and each such
Shareholder has agreed to enter into, this Agreement with Acquiror.
AGREEMENT
To implement the foregoing and in consideration of the mutual agreements
contained herein, the parties hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each Shareholder
hereby severally and not jointly represents and warrants to Acquiror as follows:
(a) OWNERSHIP OF SHARES. (i) Such Shareholder is either (a) the
record holder or beneficial owner, either alone or with such Shareholder's
spouse, of the number of or (b) trustee of a trust that is the record
holder or beneficial owner of, and whose beneficiaries are the beneficial
owners (such trustee, a "Trustee") of shares of Company Common Stock as is
set forth opposite such Shareholder's name on Schedule I hereto (such
shares shall constitute the "Existing Shares", and together with any shares
of Company Common Stock acquired of record or beneficially by such
Shareholder in any capacity after the date hereof and prior to the
termination hereof, whether upon exercise of options,
conversion of convertible securities, purchase, exchange or otherwise,
shall constitute the "Shares").
(ii) On the date hereof, the Existing Shares set forth opposite
such Shareholder's name on Schedule I hereto constitute all of the
outstanding shares of Company Common Stock owned of record or
beneficially by such Shareholder. Such Shareholder does not have
record or beneficial ownership of any Shares not set forth on Schedule
I hereto.
(iii) Such Shareholder has sole power, or shared power with such
Shareholder's spouse, of disposition with respect to all of the
Existing Shares set forth opposite such Shareholder's name on Schedule
I and sole power, or shared power with such Shareholder's spouse, to
demand dissenter's or appraisal rights, in each case with respect to
all of the Existing Shares set forth opposite such Shareholder's name
on Schedule I, with no restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement.
(b) POWER; BINDING AGREEMENT. Such Shareholder has the legal
capacity, power and authority to enter into and perform all of such
Shareholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Shareholder will not violate any
other agreement to which such Shareholder is a party or by which such
Shareholder is bound including, without limitation, any trust agreement,
voting agreement, Shareholders agreement, voting trust, partnership or
other agreement. This Agreement has been duly and validly executed and
delivered by such Shareholder and constitutes a valid and binding agreement
of such Shareholder, enforceable against such Shareholder in accordance
with its terms. There is no beneficiary of or holder of interest in any
trust of which a Shareholder is Trustee whose consent is required for the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. If such Shareholder is married and such
Shareholder's Shares constitute community property, this Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and
binding agreement of, such Shareholder's spouse, enforceable against such
person in accordance with its terms.
(c) NO CONFLICTS. Except for filings under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if
applicable, and the expiration or termination of any applicable waiting
period thereunder, (A) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Shareholder and the
consummation by such Shareholder of the transactions contemplated hereby
and (B) neither the execution and delivery of this Agreement by such
Shareholder nor the consummation by such Shareholder of the transactions
contemplated hereby nor compliance by such Shareholder with any of the
provisions hereof shall (x) conflict with or result in any breach of any
applicable trust, partnership agreement or other agreements or
organizational
2
documents applicable to such Shareholder, (y) result in a violation or
breach of, or constitute (with or without notice or lapse of time or both)
a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or
other instrument or obligation of any kind to which such Shareholder is a
party or by which such Shareholder or any of such Shareholder's properties
or assets may be bound or (z) violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to such Shareholder or any
of such Shareholder's properties or assets.
(d) LIENS. Such Shareholder's Shares and the certificates
representing such Shares are now and at all times during the term hereof
will be held by such Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder or listed on Schedule 1(d).
-------------
(e) BROKERS. No broker, investment banker, financial adviser or
other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Shareholder in his or her capacity as such.
(f) ACKNOWLEDGMENT. Such Shareholder understands and acknowledges
that Acquiror is entering into the Merger Agreement in reliance upon such
Shareholder's execution and delivery of this Agreement with Acquiror.
(g) REVIEW OF MERGER AGREEMENT. Such Shareholder (other than Xxxxxx
X. Xxxxx) has received and reviewed a copy of the Merger Agreement and the
Company Disclosure Letter delivered therewith and, to the knowledge of such
Shareholder, neither the Merger Agreement or the Company Disclosure Letter
contains any untrue statement of a material fact or omits to state any
material fact required to be state therein or necessary to make the
statements therein not misleading.
2. OPTION GRANTED TO ACQUIROR.
(a) Each Shareholder, severally and not jointly, hereby grants to
Acquiror an irrevocable option to purchase all, but not less than all, of
such Shareholder's Shares at any time prior to the termination of the
Merger Agreement in accordance with its terms, on the terms and subject to
the conditions set forth herein (collectively, with respect to all the
Shareholder's Shares, the "Acquiror Option"), which Acquiror Option shall
attach to each Shareholder's Shares and be binding upon any person or
entity to which legal or beneficial ownership of such Shares shall pass,
whether by operation of law or otherwise,
3
including without limitation such Shareholder's heirs, guardians,
administrators or successors or as a result of any divorce.
(b) If Acquiror wishes to exercise the Acquiror Option, Acquiror
shall send a written notice to each Shareholder of its election to exercise
the Acquiror Option, any time prior to the Closing, which exercise shall be
subject to the fulfillment of the conditions specified in Section 2(e)
hereof. The place and date of the closing of the Acquiror Option ("Acquiror
Option Closing") shall be the same as the Closing, and the time of the
Acquiror Option Closing shall be immediately prior to the Closing.
(c) At the Acquiror Option Closing, each Shareholder shall deliver to
Acquiror all of such Shareholder's Shares by delivery of a certificate or
certificates evidencing such Shares, duly endorsed to Acquiror or
accompanied by stock powers duly executed in favor of Acquiror, with all
necessary stock transfer stamps affixed.
(d) At the Acquiror Option Closing, Acquiror shall pay to the
Shareholders, by wire transfer in immediately available funds to the
account of such Shareholders specified in writing no more than one business
day prior to the Acquiror Option Closing, an amount equal to the product of
the Merger Consideration and the number of Shares purchased pursuant to the
exercise of the Acquiror Option.
(e) Each of the following conditions must be satisfied at the time
the Acquiror Option is exercised and at the time of the Acquiror Option
Closing:
(i) no court, arbitrator or governmental body, agency or
official shall have issued any order, decree or ruling (which has not
been stayed or suspended pending appeal) and there shall not be any
effective statute, rule or regulation, restraining, enjoining or
prohibiting the consummation of the purchase and sale of the Shares
pursuant to the exercise of the Acquiror Option;
(ii) any waiting period applicable to the consummation of the
purchase and sale of the Shares pursuant to the exercise of the
Acquiror Option under the HSR Act shall have expired or been
terminated; and
(iii) all of the conditions set forth in Article 6 of the Merger
Agreement shall have been satisfied or waived.
3. CERTAIN COVENANTS OF SHAREHOLDERS. Except in accordance with the
terms of this Agreement, each Shareholder hereby severally covenants and agrees
as follows:
(a) NO SOLICITATION. Prior to the termination of the Merger Agreement
in accordance with its terms, no Shareholder shall, in its capacity as
such, directly or indirectly (including through advisors, agents or other
intermediaries), solicit (including
4
by way of furnishing information) or respond to any inquiries or the making
of any proposal by any person or entity (other than Acquiror, Acquisition
Sub or any affiliate thereof) with respect to the Company that constitutes
or could reasonably be expected to lead to an Acquisition Proposal (as
defined in the Merger Agreement). If any Shareholder in its capacity as
such receives any such inquiry or proposal, then such Shareholder shall
promptly inform Acquiror in writing of the terms and conditions, if any, of
such inquiry or proposal and the identity of the person making it. Each
Shareholder, in its capacity as such, will immediately cease and cause to
be terminated any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
(b) RESTRICTION ON TRANSFER, PROXIES AND NONINTERFERENCE; RESTRICTION
ON WITHDRAWAL. Prior to the termination of the Merger Agreement in
accordance with its terms, no Shareholder shall, directly or indirectly:
(i) except pursuant to the terms of the Merger Agreement and to Acquiror
pursuant to this Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, enforce or permit the execution
of the provisions of any redemption agreement with the Company or enter
into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, or exercise any
discretionary powers to distribute, any or all of such Shareholder's Shares
or any interest therein, including any trust income or principal, except in
each case to a Permitted Transferee who is or agrees in a writing executed
by the Acquiror to become bound by this Agreement; (ii) grant any proxies
or powers of attorney with respect to any Shares, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares;
or (iii) take any action that would make any representation or warranty of
such Shareholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Shareholder from performing such Shareholder's
obligations under this Agreement. For purposes of the Agreement,
"Permitted Transferees" means, with respect to a Shareholder, any of the
following persons: (a) the spouse of such Shareholder, provided that at all
relevant times of determination such Shareholder is not separated or
divorced from, or is not involved in separation or divorce proceedings
with, such spouse; (b) the issue of such Shareholder; (c) any charitable
foundation or similar organization founded by such Shareholder; (d) a trust
of which there are no principal beneficiaries other than (i) such
Shareholder, (ii) such Shareholder's spouse (provided that at all relevant
times of determination such Shareholder is not separated or divorced from,
or is not involved in separation or divorce proceedings with, such spouse),
(iii) the issue of such Shareholder, or (iv) any charitable foundation or
similar organization founded by such Shareholder; (e) the legal
representative of such Shareholder in the event such Shareholder becomes
mentally incompetent; and (f) the beneficiaries under (i) the will of such
Shareholder or the will of such Shareholder's spouse, or (ii) a trust
described in clause (d) above.
(c) WAIVER OF APPRAISAL AND DISSENTER'S RIGHTS. Each Shareholder
hereby waives any rights of appraisal or rights to dissent from the Merger
that
5
such Shareholder may have. Each Trustee represents that no beneficiary who
is a beneficial owner of Shares under any trust has any right of appraisal
or right to dissent from the Merger which has not been so waived.
(d) NO TERMINATION OR CLOSURE OF TRUSTS. Unless, in connection
therewith, the Shares held by any trust which are presently subject to the
terms of this Agreement are transferred upon termination to one or more
Shareholders and remain subject in all respects to the terms of this
Agreement, or other Permitted Transferees who upon receipt of such Shares
become signatories to this Agreement, the Shareholders who are Trustees
shall not take any action to terminate, close or liquidate any such trust
and shall take all steps necessary to maintain the existence thereof at
least until the termination of the Merger Agreement in accordance with its
terms.
(e) VOTING OF COMPANY STOCK. Each Shareholder hereby agrees that,
prior to the termination of the Merger Agreement in accordance with its
terms, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the holders of Company Common Stock,
however called, or in connection with any written consent of the holders of
the Company Common Stock, he will appear at the meeting or otherwise cause
the Shares to be counted as present thereat for purposes of establishing a
quorum and vote or consent (or cause to be voted or consented) the Shares,
except as otherwise agreed to in writing in advance by the Acquiror in its
sole discretion, in favor of any business combination with Acquiror and
against the following actions: (a) any Acquisition Proposal (as defined in
the Merger Agreement) or (b) any other action which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by this Agreement
or the Merger Agreement. Each Shareholder agrees that he will not enter
into any agreement or understanding with any Person the intended or
reasonably anticipated effect of which would be inconsistent with or
violative of any provision contained in this Section 3(e).
(f) GRANT OF PROXY; APPOINTMENT OF PROXY. Each Shareholder hereby
revokes any and all previous proxies granted with respect to the Shares.
Prior to the termination of the Merger Agreement in accordance with its
terms, each Shareholder hereby irrevocably grants to, and appoints,
Acquiror, or any nominee of Acquiror, such Shareholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name,
place and stead of such Shareholder, to vote the Existing Shares at every
annual, special, or adjourned meeting, or grant a consent or approval in
respect of the Shares in favor of any business combination proposed by
Acquiror, and against the following actions (a) any Acquisition Proposal
(as defined in the Merger Agreement) or (b) any other action which is
intended, or could reasonably be expected, to impede, interfere with,
delay, postpone or materially adversely affect the transactions
contemplated by this Agreement or the Merger Agreement. Each Shareholder
shall have no claim against such proxy and attorney-in-fact, for any action
taken, decision made or instruction given by such proxy
6
and attorney-in-fact on accordance with this Agreement or the Merger
Agreement. Such proxy is irrevocable and the appointment is coupled with an
interest in the Shares.
4. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
5. CERTAIN EVENTS. Each Shareholder agrees that this Agreement and the
obligations hereunder shall attach to such Shareholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation such Shareholder's heirs, guardians, administrators or successors or
as a result of any divorce.
6. STOP TRANSFER. Each Shareholder agrees with, and covenants to,
Acquiror that such Shareholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Shareholder's Shares, unless such transfer is made in
compliance with this Agreement.
7. TERMINATION. If the Merger Agreement is signed by December 15, 1999,
then in the event the Merger Agreement is terminated in accordance with its
terms, the obligations set forth in this Agreement shall also terminate. If the
Merger Agreement is not signed by December 15, 1999, then the obligations set
forth in this Agreement will terminate upon the later to occur of: (a) December
15, 1999; or (b) December 15, 2000, if an Acquisition Proposal is announced or
consummated before December 15, 2000.
8. MISCELLANEOUS.
(a) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement, together with the
Merger Agreement (and the Exhibits and Schedule thereto) (i) constitute the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise
without the prior written consent of the other party.
(b) AMENDMENTS. This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto; provided that Schedule I may be
supplemented by Acquiror by adding the name and other relevant information
concerning any Shareholder of the Company who is or agrees to be bound by
the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added Shareholder shall be treated as a
"Shareholder" for all purposes of this Agreement.
7
(c) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given; as of the date of
delivery, if delivered personally; upon receipt of confirmation, if
telecopied or upon the next business day when delivered during normal
business hours to an overnight courier service, such as Federal Express, in
each case to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice; unless the
sending party has knowledge that such notice or other communication
hereunder was not received by the intended recipient:
If to the Shareholders:
Xxxxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. XxXxx
0 Xxxxxxx Xxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx
c/o Xxxxxx Xxxxx Securities
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxxxxx, Xx.
000 Xxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Fax: 213/000-0000
If to Acquiror:
Career Education Corporation
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, President and Chief Executive Officer
Fax: 847/000-0000
8
with a copy to:
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Fax: 312/000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(d) GOVERNING LAW. The validity, interpretation and effect of this
Agreement shall be governed exclusively by the laws of the State of
California, without giving effect to the principles of conflict of laws
thereof.
(e) COSTS. The parties will each be solely responsible for and bear
all of its own respective expenses, including, without limitation, expenses
of legal counsel, accountants, and other advisors, incurred at any time in
connection with pursuing or consummating the Agreement and the transactions
contemplated thereby.
(f) ENFORCEMENT. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but both of
which shall constitute one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(i) SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any party or set of circumstances shall, in any
jurisdiction and to any extent, be finally held invalid or unenforceable,
such term or provision shall only be ineffective as to such jurisdiction,
and only to the extent of such invalidity or unenforceability, without
invalidating or rendering unenforceable any other terms or provisions of
this Agreement under any other circumstances, and the parties shall
negotiate in good faith a substitute provision which comes as close as
possible to the invalidated or unenforceable term or provision, and which
puts each party in a position as nearly
9
comparable as possible to the position it would have been in but for the
finding of invalidity or unenforceability, while remaining valid and
enforceable.
(j) DEFINITIONS; CONSTRUCTION. For purposes of this Agreement:
(i) "Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting
of the same securities by the same holder, securities Beneficially
Owned by a Person shall include securities Beneficially Owned by all
other Persons with whom such Person would constitute a "group" as
described in Section 13(d)(3) of the Exchange Act.
(ii) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(iii) In the event of a stock dividend or distribution, or any
change in the Company Common Stock by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Shares may be changed
or exchanged. In addition, in the event of any change in the
Company's capital stock by reason of stock dividends, stock splits,
mergers, consolidations, recapitalizations, combinations, conversions,
exchanges of shares, extraordinary or liquidating dividends, or other
changes in the corporate or capital structure of the Company which
would have the effect of diluting or changing the Acquiror's rights
hereunder, the number and kind of shares or securities subject to the
Option and the purchase price per Share (but not the total purchase
price) shall be appropriately and equitably adjusted so that the
Acquiror shall receive upon exercise or the Acquiror Option the number
and class of shares or other securities or property that the Acquiror
would have received in respect of the Shares purchasable upon exercise
of the Acquiror Option if the Acquiror Option had been exercised
immediately prior to such event. Each Shareholder shall take such
steps in connection with such consolidation, merger, liquidation or
other such action as may be necessary to assure that the provisions
hereof shall thereafter apply as nearly as possible to any securities
or property thereafter deliverable upon exercise of the Acquiror
Option.
(k) SHAREHOLDER CAPACITY. Notwithstanding anything herein to the
contrary, no person executing this Agreement who is, or becomes during the
term hereof, a director of the Company makes any agreement or understanding
herein in his or her capacity as such director, and the agreements set
forth herein shall in no way restrict any
10
director in the exercise of his or her fiduciary duties as a director of
the Company. Each Shareholder has executed this Agreement solely in his or
her capacity as the record or beneficial holder of such Shareholder's
Shares or as the trustee of a trust whose beneficiaries are the beneficial
owners of such Shareholder's Shares.
[Signature Page Follows]
11
IN WITNESS WHEREOF, Acquiror and each Shareholder have caused this
Agreement to be duly executed as of the day and year first above written.
/s/ Xxxxxxxx X. Xxxxxxx CAREER EDUCATION CORPORATION
---------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. XxXxx By: /s/ Xxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxxxx X. XxXxx Name: Xxxx X. Xxxxxx
Title: President and Chief
Executive Officer
/s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
SCHEDULE I
Record Holder Number of Shares
------------- ----------------
Xxxxxxxx X. Xxxxxxx 1,199,348
Xxxxxxx X. XxXxx 150,935
Xxxxxx X. Xxxxx 177,127
SCHEDULE 1(d)
--------------------------------------------------------------------------------
Record Holder Number of Account Type of Account
Shares
--------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxxxx 313,550 Xxxxx Fargo Bank Collateral for lines of
(Line of Credit) credit
--------------------------------------------------------------------------------
403,538 Mid Peninsula Bank Collateral for lines of
(Line of Credit) credit
--------------------------------------------------------------------------------
200,000 First National Bank Collateral for lines of
(Line of Credit) credit
--------------------------------------------------------------------------------
63,550 Co-America Bank Collateral for lines of
(Line of Credit) credit
--------------------------------------------------------------------------------
208,408 Xxxx Xxxxx General margin account
--------------------------------------------------------------------------------
3,702 Xxxxx Xxxxxxx General margin account
--------------------------------------------------------------------------------
6,600 Sutro Shares unemcumbered
--------------------------------------------------------------------------------
TOTAL 1,199,348
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Record Holder Number of Account Type of Account
Shares
--------------------------------------------------------------------------------
Xxxxxxx XxXxx 900 Investec General margin account
--------------------------------------------------------------------------------
100 MDG General margin account
--------------------------------------------------------------------------------
149,935 Xxxx Xxxxx General margin account
--------------------------------------------------------------------------------
TOTAL 150,935
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Record Holder Number of Account Type of Account
Shares
--------------------------------------------------------------------------------
Xxxxxx X. Xxxxx 177,127 Xxxxxx Xxxxx General margin account
Securities, Inc.
--------------------------------------------------------------------------------
CONSENT OF SPOUSE
-----------------
The undersigned, __________, does hereby certify that: I am the spouse of
___________; I have carefully read the foregoing Option Agreement (the
"Agreement") to which this consent is attached relating to the granting of an
option with respect to the stock of California Culinary Academy, Inc. (the "CCA
Stock"). I fully and completely understand its meaning and effect; I fully and
completely consent to and approve the purposes and wisdom of its provisions and
agree to be bound by the terms thereof to the extent that it may affect any
community property that I may have together with my spouse or any separate
property interest that I may have in the CCA Stock; I agree to be bound by the
terms and conditions of said instrument as surviving spouse, heir, devisee or
legatee of my spouse, to the extent that my interest may be affected; and I
acknowledge that the parties to the Agreement to which this consent is attached
are entering into it in reliance on the consent herein given by me. I have been
advised of my right to obtain separate counsel.
Dated: ________________ _____________________________
