Exhibit 10.3

 

Amendment No. 2

To Credit Agreement TF-048/10

 

Amendment .No  2

To Credit Agreement No TF-048/10 dated 16 July 2010 (the “Credit Agreement”)

 


	
Amsterdam
    	
 
    	
30 December 2011
    
	
 
    	
 
    	
 
    
	
The   undersigned:
    	
 
    	
 
    




 

Luxoft USA, Inc.,   a company with limited liability incorporated under the laws of Delaware, having its registered office at 2711 Centerville road suite 400, Wilmington, DE 19808, County of New Castle, United States of America (the ‘‘Borrower”); and

 

AMSTERDAM TRADE BANK N.V., a public company with limited liability incorporated under the laws of the Netherlands, having its registered office at Herengracht 469-475, 1017 BS, Amsterdam, the Netherlands (the “Bank”);

 

HAVE AGREED AS FOLLOWS:

 

1.                   To make the following amendments to the Credit Agreement:

1.1.  Clause 1 is redrafted as follows:

“1. Principal Amount and Composition of the Facility: Loan Facility in the amount of USD

18,000,000.00 (Eighteen million US dollars).”

 

1.2. Clause 6.5 is redrafted as follows:

‘“6.5 Interest: The rate of interest for:

 

6.5.1 a Loan with its Term up to 3 months is 7.8% per annum;

 

6.5.2 a Loan with its Term longer than 3 months but not exceeding 6 months is 8.1 % per annum;

 

6.5.3 a Loan with its Term exceeding 6 months is 8.5 %per  annum.”

 

2.                   The Borrower and the Bank have agreed that the Schedule II to the Credit Agreement shall be amended and restated as provided in the Schedule II to the present Amendment.

3.                                           All other terms and conditions ofthe Credit Agreement remain in full force and effect.

4.                                           The present Amendment forms an integral part of the Credit Agreement and shall have effect and be dated on the date stated at the beginning of the present Amendment.

5.                                          The present Amendment is made in duplicate.

 

	
FOR THE BANK
    	
 
    	
FOR THE BORROWER 
    
	
 
    	
 
    	
 
    
	
AMSTERDAM TRADE BANK N.Y.
    	
 
    	
Luxoft USA, Inc..
    
	
 
    	
 
    	
Centerville   Road, Suite 400,
    
	
Herengracht   469-475,
    	
 
    	
Wilmington,   DE 19808,
    
	
1017   BS, Amsterdam
    	
 
    	
County   of New Castle, United States of America
    
	
/s/   J.H.F. Umbgrove
    	
 
    	
 
    
	
Name:   
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Glen Granovsky
    
	
By:
    	
/s/   E. Volokhova
    	
 
    	
Name:
    
	
Name:
    	
 
    	
Title
    
	
Title:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AGREED and ACKNOWLEDGED
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
GUARANTOR
    	
 
    	
AGREED and ACKNOWLEDGED
    
	
Luxoft International Company Limited
    	
 
    	
 
    
	
Akara   Building, 24
    	
 
    	
GUARANTOR
    
	
De   Castro Street, Wickhams Cay I, P.O. 
    	
 
    	
lBS Group Holding Ltd
    
	
Box   3136
    	
 
    	
Kissack   Court, 29
    
	
Road   Town Tortola
    	
 
    	
Parliament   Street
    
	
British   Virgin I
    	
 
    	
Ramsey   Isle of Man IM8 IJA
    
	
 
    	
 
    	
By:
    	
/s/   Glen Granovsky
    
	
By:
    	
/s/   Sophia Ioannou
    	
 
    	
Name:
    	
Glen   Granovsky
    
	
Name:
    	
 
    	
Title:
    	
Director
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Bank
    	
 
    	
 
    	
Borrower
    
						


 

1











 

Schedule II dated                                   

To Facility Agreement No. TF-048/10 dated 16 July  2010

List of Account Debtors and Facility limits established per individual Account Debtor

 

	
BOEING Company
    	
USD 4.500.000,00
    


 

IBM Eurocoordination  S.A. and/or  its affiliated  companies (which for the purposes of this facility agreement, for a time being shall includes, IBM Deutschland GmbH)- USD 2.000.000.00

 

	
Deutsche Bank AG
    	
USD 7.500.000.00
    
	
 
    	
 
    
	
UBSAG
    	
USD 7.000.000.00
    
	
 
    	
 
    
	
Harman Becker Automotive Systems GmbH
    	
USD 3.000.000.00
    


 

(the “Group’’)

The List of approved  Account Debtors is subject to amendments upon sole discretion  of the Bank.

 

The outstanding aggregate amount of the facilities available to members of the Group shall never exceed the Principal Amount of USD 18,000,000.00, at any given moment during the lifetime of the Agreement and no Drawdown Request will be granted by the Bank if, as the result, any of the limits established above are breached.

 

The limit on Deutsche Bank AG can also be used for invoices issued by Luxoft Eastern Europe Ltd.

 

2