EXHIBIT 4.1


 


 





	
        Westpac

        Institutional
        Bank
	
        Corporate Banking

        Level 3, Westpac Place

        275 Kent Street

        Sydney NSW 2000

        glochrin@westpac.com.au

        Phone: +612 8254 4683

        Fax: +612 8254 6920



Effective 30 September 2013


 


Hudson Global Resources (Aust) Pty Limited
(ACN 002 888 762)


Level 19, 20 Bond Street


Sydney NSW 2000


 


Hudson
Global Resources (NZ) Limited (Company number 667922) 


c/- Bell
Gully


Level 22, Vero Centre, 48 Shortland Street


Auckland


New Zealand


 


Hudson Highland (APAC) Pty Limited (ACN
074 319 396)


Level 19, 20 Bond Street


Sydney NSW 2000



Attention: Matthew Warburton



Dear Sirs


 


Facility Agreement — waiver letter


 


Westpac Banking Corporation ABN 33 007 457 141 (Westpac)
Westpac New Zealand Limited (WNZL), Hudson Global Resources (Aust) Pty Limited ABN 002 888 762 (Aus Borrower), Hudson Global
Resources (NZ) Limited (Company number 667922) (NZ Borrower), Hudson Highland (APAC) Pty Limited ACN 074 319 396 (the Initial
Guarantor) have entered into an agreement entitled "Facility Agreement" dated 22 November 2011 as amended on 20 June
2013 (Facility Agreement).


 


Each of the Aus Borrower, the NZ Borrower and the
Initial Guarantor are referred to as the Obligors.


 


Capitalised terms defined in the Facility Agreement have the same meanings when
used in this letter.




 


Waiver


 


The Obligors have indicated the
likelihood of a breach of the financial undertaking in respect of the Fixed Charge Cover Ratio for each of the Testing Dates of
30 September 2013 and 31 December 2013 in clause 11.12(a) of the Facility Agreement.


 


A breach of this undertaking would be an Event of Default under
the Facility Agreement.


 


The Obligors have asked that Westpac and WNZL agree
not to regard a breach of these undertakings as an Event of Default.


 


A division of Westpac Banking Corporation ABN 33
007 457 141


 


 






    	 



    	 



    




 


Each of Westpac and WNZL agree with the Obligors' request subject
to the following conditions:


 


		(a)	the Aus Borrower pays Westpac a waiver fee of $15,000.00; and



		(b)	for each of the Testing Dates 30 September 2013 and 31 December 2013, the Fixed Charge Cover Ratio is equal or greater than
1.25 times under clause 11.12(a) of the Facility Agreement.



 


General


 


Conditions Precedent


 


Before the waiver referred to above becomes effective,
Westpac must have received each of the following in a form and substance acceptable to Westpac:


1.         
a copy of this letter duly signed by each Obligor;


2.         
satisfactory results of company searches in relation to each Obligor; and


3.         
all fees and expenses due and payable by the Obligors under the Facility Agreement and this letter.


 


Confirmation.


 


The Initial Guarantor confirms that each Guarantee
and each Security Interest remain in full force and effect and secure (amongst other things) all obligations under the Facility
Agreement as amended by this letter.


 


Governing Law & Jurisdiction


 


This letter is governed by the laws of New South Wales.
Each Obligor submits to the non-exclusive jurisdiction of courts exercising jurisdiction there and in New South Wales.


 


Counterparts


 


This letter may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute the one instrument.


 





/s/ Gavin Lochrin                                                                     


Gavin Lochrin, Associate Director — Corporate Banking


 






    	 



    	 



    

 





 





	AUS BORROWER	 	 
	Executed by Hudson Global Resources (Aust) 	 	 
	Pty Limited in accordance with Section 127 	 	 
	of the Corporations Act 2001	 	 
	 	 	 
	/s/ Kendall Ryan	 	/s/ Matthew Warburton
	Signature of director	 	Signature of director/company secretary
		 	(Please delete as applicable)
	 	 	 
	Kendall Ryan	 	Matthew Warburton
	Name of director (print)	 	Name of director/company secretary (print)
	 	 	 
	 	 	 
	NZ BORROWER	 	 
	Executed by Hudson Global Resources (NZ) Limited	 	 
	 	 	 
	/s/ Mark Steyn	 	/s/ Roman Rogers
	Signature of director	 	Signature of director/company secretary
		 	(Please delete as applicable)
	 	 	 
	Mark Steyn	 	Roman Rogers
	Name of director (print)	 	Name of director/company secretary (print)
	 	 	 
	 	 	 
	INITIAL GUARANTOR	 	 
	Executed by Hudson Highland (APAC) Pty Limited in accordance with Section 127 of the Corporations Act 2001	 	 
		 	 
	/s/ Kendall Ryan	 	/s/ Matthew Warburton
	Signature of director	 	Signature of director/company secretary
		 	(Please delete as applicable)
	 	 	 
	Kendall Ryan	 	Matthew Warburton
	Name of director (print)	 	Name of director/company secretary (print)
	 	 	 
	NZ LENDER	 	 
	 	 	 
	SIGNED SEALED and DELIVERED on	 	By executing this document the attorney states
	behalf of WESTPAC NEW ZEALAND	 	that the attorney has received no notice of
	LIMITED by its attorney under power of	 	revocation of the power of attorney.
	attorney in the presence of:	 	 
	 	 	 
	/s/ Tila Fleming Hoffman	 	/s/ Miriam Ariane Hanepen
	Witness (signature)	 	Attorney (signature)
	 	 	 
	Tila Fleming Hoffman	 	Miriam Ariane Hanepen
	Witness (print name)	 	Name of Attorney (print)