Amendment No 3 To Credit Agreement NoTF-048/10 dated 16 July 2010 (the “Credit Agreement”)

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 0000 Xxxxxxxxxxx xxxx xxxxx 000, Xxxxxxxxxx, XX 00000, 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  Xxxxxxxxxxx 000  —  000,  0000  XX,  Xxxxxxxxx, xxx Xxxxxxxxxxx (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  XXXXXX0X) with Deutsche Bank Trust  Company Americas, New York, IBANNL76 ATBA 0801  0810 01;

EURO: IBAN XX00 XXXX 0000 0000 00 of the Borrower SWIFT XXXXXX0X; GBP: IBAN NL22  ATBA 0801  0810  03 of the Borrower SWIFT XXXXXX0X.

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 XXXXXX0X) 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 XXXXXX0X, 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..
Xxxxxxxxxxx 000-000,
0000 XX, Xxxxxxxxx
The Netherlands			Centerville Road, Suite 400,
By:	/s/ J.H.F. Umbgrove		Xxxxxxxxxx, XX 00000,
Name:			County of New Castle,
Title:			United States of America
By:	/s/ E.Y. Vololehova		By:	/s/ Xxxx Xxxxxxxxx
Name:			Name:
Title:			Title:
AGREED and ACKNOWLEDGED
			AGREED and ACKNOWLEDGED
GUARANTOR			GUARANTOR
Luxoft International Company Limited			lBS Group Holding Ltd
Themistokli Dervi, 0, Xxxxxxx xxxxxxxx,
0xx Xxxxx, 0000 Xxxxxxx, Xxxxxx			Xxxxxxx Court, 29
By:	/s/ Iana Chrysastomov		Parliament Street
Name:
Title:
			Ramsey Isle of Man IM8 IJA
			By:
			Name:	/s/ Xxxx Xxxxxxxxx
			Title:
AGREED and ACKNOWLEDGED PLEDGOR
Luxoft Eastern  Europe Ltd.
00, Xxxxxx Xxxx
X.X. Xxx0000, PMB 103
Road Town, Torto
British Virgin Islands
By:	/s/ Ushiltean White
Name:
Title: