(b) Section 4.08(b)(7) is hereby deleted in its entirety and replaced with the following:“(7) any agreement for the sale or other disposition of all or substantially all of theCapital Stock or assets of a Restricted Subsidiary that restricts distributions by that RestrictedSubsidiary pending such sale or other disposition;”(c) Section 4.09(b)(5) is hereby deleted in its entirety and replaced with the following:“(5) the incurrence by the Company or any of its Restricted Subsidiaries of PermittedRefinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund,refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness)that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2),(3), (4), (5), (12) or (14) of this Section 4.09(b);”(d) Section 10.03(a) is hereby amended by replacing the penultimate paragraph thereof in itsentirety with the following:“No nonpayment default that existed or was continuing on the date of delivery of any PaymentBlockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment BlockageNotice unless such default has been cured or waived for a period of not less than 90 days.”3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USEDTO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTSOF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIREDTHEREBY.4. Counterparts. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.5. Effect of Headings. The Section headings herein are for convenience only andshall not affect the construction hereof.6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for orin respect of the validity or sufficiency of this Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by the Guarantors and theIssuers.7. Effect. Except as amended hereby, the Indenture and the Notes are in allrespects ratified and confirmed and all their terms shall remain in full force and effect. Fromand after the effectiveness of this Supplemental Indenture, any reference to the Indenture shallmean the Indenture as so amended by this Supplemental Indenture.
 
2

 
8.Successors. All agreements of the Issuers, the Guarantors and theTrustee in this Supplemental Indenture shall bind their respective successors and permittedassigns. This Supplemental Indenture shall be binding upon each Holder of Notes and theirrespective successors and assigns.9.Severability. In case any provision of this Supplemental Indenture shallbe invalid, illegal or unenforceable, the validity and enforceability of the remaining provisionsshall not in any way be affected or impaired thereby.10.Reaffirmation of Section 7.07. The Company and the Guarantors herebyreaffirm their indemnification obligations to the Trustee pursuant to Section 7.07 of the Indenturein connection with the Trustee’s execution of this Supplemental Indenture.
 
3

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.      WORLDWIDE RECRUITING AND STAFFING SERVICES LLC