Exhibit 10.4

 

Amendment No 3

 

To Credit Agreement NoTF-048/10 dated 16 July 2010 (the “Credit Agreement”)

 

	
Amsterdam
    	
13   July 2012
    


 

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:

 

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

 

1.1..  Clause 5 is redrafted as follows:

 

“5. Termination Date: 16 July 2013.”

 

1.2. Clause 9.4 is redrafted as follows:

 

“9.4.  Content of the Invoice: The Borrower shall ensure that all Borrower’s Invoices and Invoices of Luxoft Eastern Europe Ltd. to an Account Debtor contain the following instruction: Please be advised that any payments due to us under Contract/Invoice No. _ dated _ should  be made exclusively to our account with Amsterdam Trade Bank N.V., Herengracht 469-475, I017 BS Amsterdam, The Netherlands

 

Account details the Borrower:

 

US-Dollars: account 9001.801081.001  of the Borrower through account 0440 1485 of Amsterdam Trade Bank N.V. (SWIFT  ATBANL2A) with Deutsche Bank Trust  Company Americas, New York, IBANNL76 ATBA 0801  0810 01;

 

EURO: IBAN NL47 ATBA 0270 0078 81 of the Borrower SWIFT ATBANL2A; GBP: IBAN NL22  ATBA 0801  0810  03 of the Borrower SWIFT ATBANL2A.

 

Account details Luxoft Eastern  Europe Ltd.:

 

US-Dollars: account 9001.801983.001 of Luxoft  Eastern Europe Ltd. through account 0440 1485 of Amsterdam Trade Bank N.V. (SWIFT ATBANL2A) with Deutsche Bank Trust Company Americas, New York, IBAN NL60 ATBA  0801  9830  01;

 

EURO: IBAN NL04  ATBA  0270  0060 36 of Luxoft Eastern Europe Ltd. SWIFT ATBANL2A, unless you are notified by Amsterdam Trade Bank N.V. that the payment shall be made directly to them or as they may advise.”

 

1.3. A new Clause 9.1 0. is added to Chapter 9 (Security and Covenants) as follows:

 

“9.1 0.  Tax gross-up: The Borrower shall make all payments to be made under this Credit Agreement without any tax deduction or withholding, unless a tax deduction is required by law. If a tax deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be

 











 

increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required.”

 

2.    All other terms and conditions of the Credit Agreement  remain in full force and effect.

3.    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.

4.    The present Amendment is made in duplicate.

 

	
FOR THE BANK
    	
 
    	
FOR THE BORROWER
    
	
 
    	
 
    	
 
    
	
AMSTERDAM TRADE BANK N.Y.
    	
 
    	
 
    
	
 
    	
 
    	
Luxoft USA, Inc..
    
	
Herengracht 469-475,
    	
 
    	
 
    
	
1017 BS, Amsterdam
    	
 
    	
 
    
	
The Netherlands
    	
 
    	
Centerville   Road, Suite 400,
    
	
By:
    	
/s/   J.H.F. Umbgrove
    	
 
    	
Wilmington,   DE 19808,
    
	
Name:
    	
 
    	
 
    	
County   of New Castle,
    
	
Title:
    	
 
    	
 
    	
United   States of America
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   E.Y. Vololehova
    	
 
    	
By:
    	
/s/   Glen Granovsky
    
	
Name:
    	
 
    	
 
    	
Name:
    	
 
    
	
Title:
    	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AGREED and ACKNOWLEDGED
    	
 
    	
 
    
	
 
    	
 
    	
AGREED and ACKNOWLEDGED
    
	
GUARANTOR
    	
 
    	
GUARANTOR
    
	
Luxoft International Company Limited
    	
 
    	
lBS Group Holding Ltd
    
	
Themistokli   Dervi, 5, Elenion building,
    	
 
    	
 
    
	
2nd   Floor, 1066 Nicosia, Cyprus
    	
 
    	
Kissack Court, 29
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Iana Chrysastomov
    	
 
    	
Parliament Street
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Ramsey   Isle of Man IM8 IJA
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
/s/ Glen Granovsky
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
AGREED and ACKNOWLEDGED PLEDGOR
    	
 
    	
 
    
	
Luxoft Eastern    Europe Ltd.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
33,   Porter Road
    	
 
    	
 
    
	
P.O. Box3169,   PMB 103
    	
 
    	
 
    
	
Road   Town, Torto
    	
 
    	
 
    
	
British   Virgin Islands
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ushiltean White
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title: