EX-4.2 Amendment to Shares Sale






Exhibit 4.2




AMENDMENT AGREEMENT TO

THE AGREEMENT FOR THE SALE AND PURCHASE OF SHARES



This Amendment Agreement to the Agreement for the Sale and Purchase of Shares (the “Amendment
Agreement”) is made and entered into on 21 February 2008 by and between:





	(1)	 	PT Sigma Citra Harmoni, a company incorporated under Indonesian law whose registered office
is at Sigma Inno Office, Menara DEA, 8th Floor, Kawasan Mega Kuningan, Jalan Mega
Kuningan Barat IX, Kavling E4.3 No. 1, Jakarta 12950, in this matter represented by Mr. Otto
Toto Sugiri, its President Director (“SCH”).
	 
	(2)	 	Trozenin Management Plc, a company incorporated under Malaysian law whose principal place of
business is at Tiara Labuan, Jalan Tanjung Ratu 87000, FT Labuan, East Malaysia, in this
matter represented by Mr. Eko A.I. Basyuni, its proxy
(“Trozenin”). 

	 
	 	 	SCH and Trozenin shall individually be referred to as a “Vendor” and collectively the
“Vendors”.
	 
	(3)	 	PT Multimedia Nusantara, company incorporated under Indonesian law whose registered office
is at Century Tower, 11th Floor, Jl. H.R. Rasuna Said, Kav. X-2, No. 4, Jakarta
12950, in this matter represented by Alex J. Sinaga, its President Director (the “Purchaser”).




SCH, Trozenin and the Purchaser hereinafter shall be collectively referred to as the “Parties” and
individually as the “Party”.




WHEREAS





	A.	 	The Vendors and the Purchaser entered into the Agreement for the Sale and Purchase of Shares
on 18 December 2007 (the “SPA”).
	 
	B.	 	In relation to the SPA, the Parties have discussed certain amendments to the SPA and certain
matters that the Parties need to formally agree and confirm.
	 
	C.	 	In order to document the amendments and matters agreed and confirmed, the Parties agree to
enter into this Amendment Agreement under the following terms and conditions which are legally
binding in accordance with its terms on the Parties.





THE PARTIES AGREE as follows:





	1.	 	Capitalized words used herein which are not defined shall have the same meanings assigned
under the SPA.
	 
	2.	 	The Parties hereby confirm and agree that the Specified Employees shall comprise the
following:




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	No.	 	Name
	1.

	 	MARINA BUDIMAN
	2.

	 	DJAROT SUBIANTORO
	3.

	 	MIEKE S. DJALIL
	4.

	 	GURITNO SOMMIADIREDJA
	5.

	 	KIRAN KUMAR MAHENDRA DESAI
	6.

	 	ABI SURYO PANAMBANG
	7.

	 	ALEXANDER LIEM
	8.

	 	HENDRIK TIMADIUS
	9.

	 	OTTO HANTORO
	10.

	 	ALVIN SIAGIAN
	11.

	 	SUTJAHYO BUDIMAN
	12.

	 	LEONARDUS HERWINDO
	13.

	 	LIE CHRISTIANA WIRAATMAJA
	14.

	 	MAHENDRA EKAPUTRA
	15.

	 	WITA LESMANA
	16.

	 	SYARIEF ALI IDRUS
	17.

	 	ADRES GINTING
	18.

	 	YUDI HARTONO
	19.

	 	ROYKE DWIPURA
	20.

	 	BENNY FEBIJANTO MARKUS
	21.

	 	DAVID TANDIANUS
	22.

	 	SUWARTO
	23.

	 	LIEKE SIDHARTA
	24.

	 	LISTINA
	25.

	 	LINGGAJAYA BUDIMAN
	26.

	 	MARIA SYLVIA WARDHANI WIBOWO
	27.

	 	YOVITA YANTHI
	28.

	 	SUJATI SURA
	29.

	 	SRI RAMAYANl
	30.

	 	IRENE JOHANA ROSIDI
	31.

	 	ACHMAD IMAN SUPRIYANTO
	32.

	 	STEPHANUS YAHYATUMBELAKA
	33.

	 	FAJAR HARTANTO
	34.

	 	FELICIA SURYA
	35.

	 	P.A. WISNUDJAJA WIDIA
	36.

	 	SRI RIANI SOEMANTRI
	37.

	 	1 WAYAN SARYADA
	38.

	 	TEGUH HARTANTO KIDJO
	39.

	 	DAISY CONSTANCE MATITAWAER
	40.

	 	ANTONIUS HARDJAWINATA
	41.

	 	ERICH HERMANTO EKOPUTRA







	3.	 	In accordance with Clause 2.2 of the SPA, the Parties further
agree that the number of shares to be sold by each of the Vendors and purchased by the Purchaser shall be as follows:





	 	 	 	 	 	 	 	 	 
	NAME	 	 	Shares	 	 	 	Percentage	 
	PT Sigma Citra Harmoni
	 	 	10,507,154	 	 	 	19.55	%
	Trozenin Management Plc
	 	 	32,494,194	 	 	 	60.45	%
	TOTAL
	 	 	43,001,348	 	 	 	80.00	%







	4.	 	In accordance with Clause 3.1 of the SPA, the payment of the purchase price to Trozenin shall
be made in US$. The Parties hereby confirm and agree that the total amount of purchase price
payable to Trozenin in accordance with the SPA shall be US$26,599,064.50 (twenty six million
five hundred ninety nine thousand sixty four US Dollars and fifty cents).
	 
	5.	 	In accordance with Clause 3.1 of the SPA, the payment of the purchase price to SCH shall be
made in Rupiah at the Agreed US$-Rp Exchange Rate. The Parties hereby confirm and agree that
the total amount of purchase price payable to SCH in accordance with the SPA shall be
US$8,600,935.50 (eight million six hundred thousand nine hundred thirty five US Dollars and
fifty cents). The Parties further confirm and agree that the US$ — Rp. middle rate issued by
Bank Indonesia on the day being five (5) Business Days before the Completion Date is Rp. 9,186
per US$1 and hence the total purchase price payable to SCH in accordance with the SPA is Rp.
79,008,193,503 (seventy nine billion eight million one hundred ninety three thousand five
hundred three Rupiah).




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	6.	 	The Parties agree that the definition of “Completion Date” in Clause 1.1 of the SPA is
deleted and the following is substituted in lieu thereof:
	 
	 	 	“Completion Date” means 22 February 2008;
	 
	7.	 	The Parties agree that the definition of “Vendors’ Accounts” in Clause 1.1 of the SPA is
deleted and the following is substituted in lieu thereof:
	 
	 	 	“Vendors’ Accounts” means:
	 
	 	 	In respect of SCH:

Name : PT Sigma Citra Harmoni

Account No. : 2001863331 (IDR) 
Bank Ekonomi Raharja — Kuningan

	 
	 	 	In respect of Trozenin:

Name : Trozenin Management Plc

Account No : 7002582 (USD)

ABN Amro Bank — Singapore

Swift Code : ABNASGSGIPC

Chips UID : 011591

Correspondence Bank: ABN Amro Bank New York (Swift: ABNAUS33)






	8.	 	The Parties agree that point (b) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(b) 	 	the shareholders of the Company have convened a general meeting of
shareholders or executed a circular shareholders resolution which approves (i) the
transfer of the Sale Shares from the Vendors to the Purchaser, and (ii) the amendment
to the Company’s Articles of Association which, to the extent possible, reflects the
positions agreed in the Post Completion Agreement, as evidenced by minutes of meeting
of the Company shareholders or a signed circular shareholders resolution in the form
and substance satisfactory to the Purchaser;”






	9.	 	The Parties agree that point (d) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(d) 	 	approval from BKPM in relation to the transfer of Sale Shares from the
Vendors to the Purchaser;”






	10.	 	The Parties agree that point (e) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(e) 	 	an evidence of submission to the MOLHR for its approval and/or report to the
MOLHR in relation to the amendment to the Company’s Articles of Association;”






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	11.	 	The Parties agree that point (f) of Clause 4.1 of the SPA is deleted and the following
is substituted in lieu thereof:






	 	“(f) 	 	 a written notification from the Company to PT Orix Indonesia Finance as the
lessor pursuant to the lease agreements (i) No. E0511J2454 dated 7 December 2005 as
amended by Agreement No. ORIF/OLD/SK/315/IX/2005 undated, (ii) No. E0509J2359 dated 27
September 2005 as amended by Addendum Agreement No. ORIF/OLD/SK/077/IX/2005 undated,
(iii) No. E0602J2526 dated 22 February 2006 as amended by Additional Agreement dated
22 February 2006, and any other similar agreements between the Company and PT Orix
Indonesia Finance, in respect of the change of the controlling shareholder in the
Company due to the transfer of Sale Shares from the Vendors to the Purchaser;”






	12.	 	The Parties agree that point (g) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(g) 	 	 a written notification from the Company to Bank Ekonomi Raharja in respect
of the change of the controlling shareholder in the Company due to the transfer of
Sale Shares from the Vendors to the Purchaser;”






	13.	 	The Parties agree that point (i) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(i) 	 	 announcement to the employees of the Company in accordance with Article 127
of the Company Law;”






	14.	 	The Parties agree that point (j) of Clause 4.1 of the SPA is deleted and the following is
substituted in lieu thereof:






	 	“(j) 	 	 a written notification from the Company to PT Bank HS 1906, in accordance
with the License Agreement of ATM Management System No. 579.5.HS1906 dated 2
September 2004, in respect of the change of the controlling shareholder in the
Company due to the transfer of Sale Shares from the Vendors to the Purchaser;”






	15.	 	The Parties agree that the entire list of the Key Individuals in Schedule 7 of the SPA is
deleted and the following is substituted in lieu thereof





	 	 	 	 	 
	1.

	 	Otto Toto Sugiri
	 	President Commissioner
	2.

	 	Djarot Subiantoro
	 	President Director
	3.

	 	Marina B
	 	Director, Corporate







	16.	 	All terms and conditions contained in the SPA shall remain in full force and effect and
shall be fully enforceable as between the Parties hereto subject always to any modifications
or amendments agreed herein.




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	17.	 	The SPA and this Amendment Agreement shall be read and construed as one document and
this Amendment Agreement shall be construed to be part of the SPA and, without prejudice
to the generality of the foregoing, where the context so allows, references in the SPA
to the “Agreement” howsoever expressed, shall be read and construed as references to the
SPA as amended and supplemented by this Amendment Agreement.
	 
	18.	 	For the avoidance of doubt, any disputes in relation to this Amendment Agreement shall
be dealt with in accordance with the SPA.
	 
	19.	 	This Amendment Agreement may be signed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. If
this Amendment Agreement is signed in counterparts, no signatory hereto shall be bound
until all Parties named below have duly executed a counterpart of this Amendment
Agreement.




IN WITNESS WHEREOF, the Parties hereto have executed this Amendment Agreement by their duly
authorized officers as of the date above written.




	 	 	 	 	 	 	 
	The Vendors:

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	PT Sigma Citra Harmoni

	 	 	 	Trozenin Management Plc	 	 
	 
	 	 	 	 	 	 
	/s/ Otto Toto Sugiri

	 	 	 	/s/ Eko A.I. Basyuni	 	 
	 

	 	 	 	 	 	 
	Name: Otto Toto Sugiri

	 	 	 	Name: Eko A.I. Basyuni	 	 
	Title: President Director

	 	 	 	Title: Proxy	 	 
	 
	 	 	 	 	 	 
	The Purchaser:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	PT Multimedia Nusantara
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Alex J. Sinaga
	 	 	 	 	 	 
	Name: Alex J. Sinaga
	 	 	 	 	 	 
	Title: President Director
	 	 	 	 	 	 







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