Contoh Call Option Agreement

THIS CALL OPTION AGREEMENT (this “Agreement”) is dated [___] among:

(1)        [Mr. A], a private individual, the holder of passport number [_____], having its address at [______], Indonesia (the “Call Option Holder” or the “Put Option Grantor”); and

(2)        [Mrs. B], a private individual, the holder of Indonesia citizenship card number [_____], having its address at [___], Indonesia (the “Call Option Grantor” or “Put Option Holder”).

(the Call Option Holder and the Call Option Grantor shall hereinafter be referred to as, jointly, the “Parties” and individually as a “Party”)

WHEREAS:

(A)           Pursuant to a loan agreement (the “Loan Agreement”) between the Call Option Holder as lender and the Call Option Grantor as borrower dated [______], the Call Option Holder has agreed to make the Loan (as defined therein) to the Call Option Grantor.

(B)            As consideration for the Call Option Holder agreeing to enter into the Loan Agreement, the Call Option Grantor has agreed to grant a call option over [amount] shares of [PT XXX] (the “Option Shares”) owned directly by the Call Option Grantor to the Call Option Holder on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.           DEFINITIONS

Capitalized terms used herein but not defined have the meanings set forth in the Loan Agreement.  As used in this Agreement, the following terms have the meanings specified below, unless the context requires otherwise:

“Bankruptcy Law” means any bankruptcy, insolvency, reorganization, composition, moratorium or other similar Law.

“Call Exercise Date” means a date on which the Option Shares are to be purchased and sold pursuant to the exercise of the Call Option (which shall be the Business Day immediately following the date of the Call Exercise Notice).

“Call Exercise Notice” has the meaning assigned to such term in Clause 2.3(a).

“Call Exercise Price” has the meaning assigned to such term, and shall be calculated in accordance with, in Clause 2.4.

“Call Notice Date” means the date on which the Call Option Grantor receives a Call Exercise Notice from the Call Option Holder in accordance with Clause 2.3(a).

“Call Option” has the meaning assigned to such term in Clause 2.1.

“Encumbrance” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable laws, (b) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (c) any adverse claim as to title, possession or use.

“Government Authority” means the government of any nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory, monetary or administrative powers or functions of or pertaining to government.

“Law” means any law, treaty, statute, ordinance, code, rule or regulation of any Government Authority or any Order.

“Loan Agreement” has the meaning assigned to such term in the Recitals hereto.

“Option Shares” has the meaning assigned to such term in the Recitals hereto.

“Order” means any writ, judgement, decree, injunction, award or similar order of any Government Authority (in each case whether preliminary or final).

“Parties” means the Call Option Grantor and the Call Option Holder and any Person who becomes a party to this Agreement under Clause 5.  Each of the Parties shall be referred to as a “Party”.

“Person” means any natural person, corporation, limited liability company, trust joint venture, association, company, partnership, Government Authority or other entity.

 2.           CALL OPTION

2.1          Call Option

The Call Option Grantor hereby grants to the Call Option Holder, with effect and exercisable from the date of this Agreement, a call option (the “Call Option”) exercisable at the Call Option Holder’s sole election, to purchase all or a part of the Option Shares in accordance with the terms of this Agreement.

2.2          Transfer of Option Shares

On the date of this Agreement the Call Option Grantor shall immediately execute and deliver (but leave undated), or procure the execution and delivery of a Share Purchase Agreement in the form of Schedule C hereto and all other documents legally necessary (as solely determined by the Call Option Holder) to effect the transfer of title of the Option Shares to the Call Option Holder and/or its nominees and to effect the registration of the Option Shares in the name of the Call Option Holder and/or his nominees in the share register; such documents shall be held in escrow by the Call Option Holder.

2.3           Exercise of Call Option

(a)          The Call Option may be exercised in whole at any time after the date of this Agreement at the sole discretion of the Call Option Holder. The Call Option is to be exercised by an irrevocable written notice from the Call Option Holder to the Call Option Grantor in the form of Schedule B hereto (the “Call Exercise Notice”).  The Call Option Grantor hereby acknowledges and agrees that no other notice or procedures are required in order for the Call Option to be exercised.  The obligation of the Call Option Holder to pay the Call Exercise Price and accept and/or cause its nominees to accept the transfer of the Option Shares from the Call Option Grantor shall become unconditional on the Call Notice Date, and, subject to herein, the Call Exercise Price shall be paid on the Call Exercise Date.

(b)         Upon receipt by the Call Option Grantor of the Call Exercise Price, the Call Option Grantor shall assign and transfer to the Call Option Holder and/or its nominees all of the right, title and interest in and to all the Option Shares free from any Encumbrance (including all rights) and shall duly complete, execute and deliver all other documents which in the sole opinion of the Call Option Holder are legally necessary to effect the transfer of title of the Option Shares to the Call Option Holder and/or its nominees.

(c)          Notwithstanding the above, the Call Option Grantor hereby acknowledges and agrees that where an Event of Default has occurred and is continuing under the Loan Agreement, the provisions of (b) above shall be deemed satisfied and the Options Shares shall immediately be transferred to the Call Option Holder.

2.4              Call Exercise Price

The Call Exercise Price shall be in the amount of [IDR_____]

2.5              Expiration of Call Option

The Call Option shall expire___ years after the date of this Agreement.

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