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EXHIBIT 10.12

AMENDMENT TO CREDIT AGREEMENT

This agreement is dated as of August 23, 2005 by and between Syntel, Inc. (the
"Borrower") and JPMorgan Chase Bank, N.A. (the "Bank"), and its successors and
assigns. The provisions of this agreement are effective on the date that this
agreement has been executed by all of the signers and delivered to the Bank
("Effective Date").

WHEREAS, the Borrower and the Bank entered into a credit agreement dated October
15, 2002, as amended (if applicable) (the "Credit Agreement"); and

WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;

NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:

1.   DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
     ascribed in the Credit Agreement.

2.   MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as
     follows:

     2.1  From and after the Effective Date, the provision in the Credit
          Agreement under Section 1.2 captioned "Facility A (Line of Credit)" is
          hereby amended and restated to read as follows:

          1.2  FACILITY A (LINE OF CREDIT). The Bank has approved a credit
               facility to the Borrower in the principal sum not to exceed
               $15,000,000.00 in the aggregate at any one time outstanding
               ("Facility A"). Credit under Facility A shall be repayable as set
               forth in a Line of Credit Note dated August 19, 2004, and any
               renewals, modifications or extensions thereof. The proceeds of
               Facility A shall be used for the following purpose: working
               capital.

               LETTER OF CREDIT SUB-LIMIT. At any time the Borrower is entitled
               to an advance under Facility A, the Bank agrees to issue letters
               of credit for the account of the Borrower in an amount not in
               excess of the maximum advance that the Borrower would then be
               entitled to obtain under Facility A, provided that (a) the
               aggregate maximum amount which is drawn and remains unreimbursed
               under all letters of credit plus the aggregate maximum available
               amount which may be drawn under all letters of credit which are
               outstanding at any time, including without limitation all letters
               of credit issued for the account of the Borrower which are
               outstanding on the date of the Line of Credit Note, shall not
               exceed $5,000,000.00, (b) the issuance of any letter of credit
               with an expiration date beyond the maturity date of the Line of
               Credit Note shall be entirely at the discretion of the Bank, (c)
               any letter of credit shall be a standby letter of credit and the
               form of the requested letter of credit shall be satisfactory to
               the Bank, in the Bank's sole discretion, and (d) the Borrower
               shall have executed an application and reimbursement agreement
               for any letter of credit in the Bank's standard form. While any
               letter of credit is


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               outstanding, the maximum amount of advances that may be
               outstanding under the Line of Credit Note shall be automatically
               reduced by the maximum amount available to be drawn under any and
               all such letters of credit plus the aggregate of the amounts
               which have been drawn and remain unreimbursed under all letters
               of credit. The Borrower shall pay the Bank a fee for each standby
               letter of credit that is issued, calculated at the rate of 1.00%
               per annum of the original maximum amount available of such
               standby letter of credit, with such fee being calculated on the
               basis of a 360-day year and the actual number of days in the
               period during which the standby letter of credit will be
               outstanding; provided, however, that such fee shall not be less
               than $500.00 for each letter of credit. No credit shall be given
               for fees paid due to early termination of any letter of credit.
               The Borrower shall also pay the Bank's standard transaction fees
               with respect to any transactions occurring on an account of any
               letter of credit. Each fee shall be payable when the related
               letter of credit is issued, and transaction fees shall be payable
               upon completion of the transaction as to which they were charged.
               All fees may be debited by the Bank to any deposit account of the
               Borrower carried with the Bank without further authority and, in
               any event, shall be paid by the Borrower within ten (10) days
               following billing.

3.   RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and
     the Credit Agreement shall remain in full force and effect as modified
     herein.

4.   BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
     warrants that (a) the representations and warranties contained in the
     Credit Agreement are true and correct in all material respects as of the
     date of this agreement, (b) no condition, act or event which could
     constitute an event of default under the Credit Agreement or any promissory
     note or credit facility executed in reference to the Credit Agreement
     exists, and (c) no condition, event, act or omission has occurred, which,
     with the giving of notice or passage of time, would constitute an event of
     default under the Credit Agreement or any promissory note or credit
     facility executed in reference to the Credit Agreement.

5.   FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
     disbursements incurred by the Bank in connection with this agreement,
     including legal fees incurred by the Bank in the preparation, consummation,
     administration and enforcement of this agreement.

6.   EXECUTION AND DELIVERY. This agreement shall become effective only after it
     is fully executed by the Borrower and the Bank.

7.   ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date
     of this agreement it has no offsets with respect to all amounts owed by the
     Borrower to the Bank arising under or related to the Credit Agreement on or
     prior to the date of this agreement. The Borrower fully, finally and
     forever releases and discharges the Bank and its successors, assigns,
     directors, officers, employees, agents and representatives from any and all
     claims, causes of action, debts and liabilities, of whatever kind or
     nature, in law or in equity, of the Borrower, whether now known or unknown
     to the Borrower, which may have arisen in connection with the Credit
     Agreement or the actions or omissions of the Bank related to the Credit
     Agreement on or prior to the date hereof. The Borrower acknowledges and
     agrees that this agreement is


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     limited to the terms outlined above, and shall not be construed as an
     agreement to change any other terms or provisions of the Credit Agreement.
     This agreement shall not establish a course of dealing or be construed as
     evidence of any willingness on the Bank's part to grant other or future
     agreements, should any be requested.

8.   NOT A NOVATION. This agreement is a modification only and not a novation.
     Except for the above-quoted modification(s), the Credit Agreement, any loan
     agreements, credit agreements, reimbursement agreements, security
     agreements, mortgages, deeds of trust, pledge agreements, assignments,
     guaranties, instruments or documents executed in connection with the Credit
     Agreement, and all the terms and conditions thereof, shall be and remain in
     full force and effect with the changes herein deemed to be incorporated
     therein. This agreement is to be considered attached to the Credit
     Agreement and made a part thereof. This agreement shall not release or
     affect the liability of any guarantor of any promissory note or credit
     facility executed in reference to the Credit Agreement or release any owner
     of collateral granted as security for the Credit Agreement. The validity,
     priority and enforceability of the Credit Agreement shall not be impaired
     hereby. To the extent that any provision of this agreement conflicts with
     any term or condition set forth in the Credit Agreement, or any document
     executed in conjunction therewith, the provisions of this agreement shall
     supersede and control. The Bank expressly reserves all rights against all
     parties to the Credit Agreement.

                                        Borrower: Syntel, Inc.


                                        By: /S/ Bharat Desai
                                            ------------------------------------
                                            Bharat Desai   CEO
                                            Printed Name   Title
                                        Date Signed: August 26, 2005


                                        By: /S/ R. S. Ramdas
                                            ------------------------------------
                                            R.S. Ramdas    V.P. Finance
                                            Printed Name   Title
                                        Date Signed: August 26, 2005


                                        Bank:
                                        JPMorgan Chase Bank, N.A.


                                        By: /S/ Jane E. Bowman
                                            ------------------------------------
                                            Jane E. Bowman   SVP
                                            Printed Name     Title

                                        Date Signed: August 26, 2005


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