Amendment No. 11 to Amended and Restated Loan and Security Agreement



 EXHIBIT 4.11 
 AMENDMENT NO. 11 TO AMENDED AND RESTATED 
 LOAN AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 11 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 12, 2007, is
entered into by HUDSON HIGHLAND GROUP, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and
administrative agent for the Lenders (“Agent”), and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a
“Lender” and collectively as the “Lenders”). 
 W I T N E S
S T H 
 WHEREAS, Borrowers, Agent and Lenders are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of June 25, 2003 (as amended, restated, supplemented, extended, renewed or otherwise modified from time to time, the “Loan Agreement”); and 
 WHEREAS, Borrowers have requested that the Loan Agreement be amended to modify certain terms thereof, as more fully set forth hereinbelow; and

 WHEREAS, subject to the satisfaction of the conditions set forth herein, Agent and Lenders are willing to consent to the amendment of the
Loan Agreement upon the terms and conditions set forth herein. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them, respectively, in the Loan Agreement, as amended hereby. 







 2. AMENDMENTS TO LOAN AGREEMENT. 
 (a) Effective as of January 1, 2007, Section 7.20(a)(i) of the Loan Agreement is hereby amended and restated in its entirety as follows: 
 “(a) Fail to maintain: 
 (i) Minimum Adjusted EBITDA. Adjusted EBITDA, measured on a month-end or quarter-end basis as set forth below, of not less than the required amount set forth in the following table (in thousands) for the
applicable month set forth opposite thereto: 
  

							
	Applicable Amount 2006	  	Applicable Amount 2007	  	 Applicable Month

	$	15,000	  	$	20,000	  	January
	$	15,000	  	$	20,000	  	February
	$	15,000	  	$	20,000	  	March
	$	15,000	  	$	25,000	  	April
	$	15,000	  	$	25,000	  	May
	$	15,000	  	$	25,000	  	June
	$	25,000	  	$	25,000	  	July
	$	25,000	  	$	25,000	  	August
	$	25,000	  	$	25,000	  	September
	$	25,000	  	$	25,000	  	October
	$	25,000	  	$	25,000	  	November
	$	25,000	  	$	25,000	  	December

 Adjusted EBITDA shall be determined on a trailing twelve-month basis and shall be measured
(x) on a month-end basis at all times that the Account Report Base is less than $30,000,000 and (y) on a quarter-end basis at all other times. Agent shall establish required minimum amounts for periods ending after December 31, 2007
on such basis as Agent may determine in its Permitted Discretion, consistent with methods employed to establish minimum amounts for prior periods, but in no event shall required minimum Adjusted EBITDA amounts for such later periods be less than the
amounts set forth above for corresponding periods in 2007.” 
 (b) Section 7.20(b)(i) of the Loan Agreement is
hereby amended and restated in its entirety as follows: 
 “(i) Capital Expenditures. Capital expenditures in any
fiscal year in excess of (i) $8,800,000 for Borrowers’ fiscal 2003, (ii) $11,000,000 for Borrowers’ fiscal 2004, (iii) $13,000,000 for Borrowers’ fiscal 2005, (iv) $14,000,000 for Borrowers’ fiscal 2006,
(v) $18,000,000 for Borrowers’ fiscal 2007, and (vi) such required maximum amounts for fiscal years occurring after Borrowers’ fiscal 2007 as Agent may determine in its Permitted Discretion, consistent with methods employed to
establish maximum amounts for prior fiscal years. So long as, as of the end of any fiscal year of Borrowers, no Event of Default then exists or has occurred and is continuing, the amount of capital expenditures permitted in such fiscal year which
remains unused may be added to the permitted amount of capital expenditures in the immediately following fiscal year.” 
  

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 3. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute
conditions precedent to the effectiveness of this Amendment and each and every provision hereof: 
 (a) The representations and warranties in
the Loan Agreement and the other Loan Documents, shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);

 (b) No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to the effectiveness of
this Amendment; and 
 (c) Agent shall have received, in form and content satisfactory to Agent, a fully executed copy of this Amendment.

 4. CONDITIONS SUBSEQUENT TO THIS AMENDMENT. Agent shall receive, on or prior to May 18, 2007, the reaffirmation and consent of each
Guarantor, in the form of Exhibit A attached hereto, duly executed and delivered by an authorized official of such Guarantor, with respect to all Guarantors. It is expressly acknowledged and agreed that the failure to deliver to Agent each
fully executed reaffirmation and consent required by this Section 4 on or before the applicable date set forth above shall terminate the effectiveness of this Amendment and of all the terms and conditions hereof. 
 4. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK. 
 5. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and the terms and provisions hereof,
constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to the Loan Agreement expressly
set forth in Section 2 hereof, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other
Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document. 
 6. COUNTERPARTS; TELEFACSIMILE
EXECUTION. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile
also shall promptly deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 
  

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 7. MISCELLANEOUS. 
 (a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the
Loan Agreement shall mean and refer to the Loan Agreement as heretofore amended and as further amended by this Amendment. 
 (b) Upon the
effectiveness of this Amendment, each reference in the Loan Documents to the “Loan Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Loan Agreement shall mean and refer to
the Loan Agreement as heretofore amended and as further amended by this Amendment. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment No. 11 to be executed and delivered as of
the date first written above. 
  

			
	HUDSON HIGHLAND GROUP, INC.,
	as Parent and a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	VP, Finance and Treasurer


  

			
	 HUDSON GLOBAL RESOURCES AMERICA, INC., fka HUDSON HIGHLAND GROUP GLOBAL RESOURCES AMERICA, INC., 
 as a Borrower

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	 HUDSON GLOBAL RESOURCES HOLDINGS, INC., fka HUDSON HIGHLAND GROUP GLOBAL RESOURCES HOLDINGS, INC., 
 as a Borrower

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GLOBAL RESOURCES MANAGMENT, INC., fka HUDSON HIGHLAND GROUP GLOBAL RESOURCES MANAGEMENT, INC., as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GLOBAL RESOURCES LIMITED,
	as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

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	HIGHLAND PARTNERS LIMITED, as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GLOBAL RESOURCES (AUST) PTY LTD., as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GLOBAL RESOURCES (NEWCASTLE) PTY LTD., as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	 HIGHLAND PARTNERS (AUST) PTY LTD.,
 as a Borrower

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

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	HUDSON HIGHLAND GROUP SEARCH, INC., as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	 JAMES BOTRIE AND ASSOCIATES INC., 
 as
a Borrower

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HIGHLAND PARTNERS CO (CANADA), fka 3057313 NOVA SCOTIA COMPANY, as a Borrower
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	 HUDSON PAYROLL SERVICES, LIMITED,
 as
a Borrower

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	WELLS FARGO FOOTHILL, INC., as Agent and as a Lender
		
	By:	 	/s/ John Leonard
	Title:	 	Vice President, Account Executive


  

			
	 THE CIT GROUP/BUSINESS CREDIT, INC. 
 as a Lender

		
	By:	 	/s/ Jay Danforth
	Title:	 	Vice President, Business Credit


  

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 EXHIBIT A 
 REAFFIRMATION AND CONSENT 
 Reference is made to that certain Amended and Restated Loan and Security
Agreement, dated as of June 25, 2003, by and among HUDSON HIGHLAND GROUP, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereto (such Subsidiaries,
together with Parent, are referred to hereinafter individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), WELLS FARGO FOOTHILL, INC., a California corporation,
as the arranger and administrative agent for the Lenders (“Agent”), and the lenders identified on the signature pages thereto (such lenders, together with their respective successors and assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”), dated as of June 25, 2003 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Reference is further made to
that certain Amendment No. 11 to Amended and Restated Loan and Security Agreement, dated as of March 12, 2007 (the “Amendment”), among Borrowers, Agent and Lenders. All capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement. 
 Each of the undersigned hereby (a) represents and
warrants to Agent and Lenders that the execution, delivery and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or
any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be
bound or affected; (b) consents to the transactions contemplated by the Amendment; (c) acknowledges and reaffirms its obligations owing to Agent and Lenders under any Loan Documents to which it is a party; and (d) agrees that each of
the Loan Documents to which it is a party is and shall remain in full force and effect. 
 Although each of the undersigned has been informed
of the matters set forth herein and has acknowledged and agreed to same, each of the undersigned understands that Agent and Lenders have no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. 
 Delivery of an executed counterpart of this Reaffirmation and Consent by
telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile shall also deliver an
original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Reaffirmation and Consent. This Reaffirmation and
Consent shall be governed by the laws of the State of New York. 
  

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 IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and Consent to be executed with
the intent that it be deemed effective as of March 12, 2007. 
  

			
	 PEOPLE.COM CONSULTANTS, INC.
 PEOPLE.COM TECHNOLOGY PARTNERS, INC.
 HUDSON HIGHLAND GROUP HOLDINGS INTERNATIONAL, INC.
 CORNELL TECHNICAL SERVICES, INC.
 HUDSON HIGHLAND CENTER FOR HIGH PERFORMANCE, LLC
 JMT FINANCIAL PARTNERS, LLC
 DELTA SEARCH GROUP, INC.
 HUDSON HIGHLAND (APAC) PTY LIMITED
 MORGAN & BANKS HOLDINGS AUSTRALASIA PTY LIMITED
 HUDSON GLOBAL RESOURCES (NZ) LTD.
 MALDON HOLDINGS LIMITED

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HIGHLAND PARTNERS SA/NV
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	DE WITTE & MOREL GLOBAL RESOURCES NV/SA
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HIGHLAND PARTNERS SARL
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

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 [SIGNATURES CONTINUED FROM PRIOR PAGE] 
  

			
	HUDSON GLOBAL RESOURCES SAS
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GROUP HOLDINGS B.V, fka HIGHLAND PARTNERS HOLDING B.V.
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON GLOBAL RESOURCES B.V. , fka HIGHLAND PARTNERS B.V.
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	HUDSON HUMAN CAPITAL SOLUTIONS B.V., fka HUDSON GROUP HOLDINGS B.V.
		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


  

			
	 BALANCE FINANCIEEL MANAGEMENT B.V.
 BALANCE JURIDISCH MANAGEMENT B.V.
 BALANCE TECHNISCH MANAGEMENT B.V.
 BALANCE PUBLIC MANAGEMENT B.V.
 BALANCE ERVARING OP PROJECTBASIS B.V.

		
	By:	 	/s/ ELAINE KLOSS
	Title:	 	Authorized Signatory


 [Reaffirmation and Consent] 
  

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