exv10w5





Exhibit 10.5



EXECUTION
COPY


STOCK PURCHASE AGREEMENT




          STOCK PURCHASE AGREEMENT, dated as of June 4, 2008 (this “Agreement”), by and between
Ian M. Cumming (the “Seller”) and Jefferies Group, Inc. (the “Purchaser”).




W
I T N E S S E T H :




          WHEREAS, the Seller is the owner of Six Hundred Fifty Thousand (650,000) common shares (the
“Shares”), $1.00 par value, of Leucadia National Corporation, a New York corporation (the
“Issuer”); and




          WHEREAS, the Shares are “Exchange Shares” as such term is defined in the Agreement and
Plan of Reorganization dated February 23, 1989 (the “Plan”) between the Issuer and TLC
Associates, Inc. a New York general partnership that was dissolved effective May 31, 1990, of which
the Seller was a general partner; and




          WHEREAS, as Exchange Shares, the Shares are subject to registration rights as set forth in
Exhibit 1 to the Plan (the “Registration Rights”); and




          WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to
purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to the
Shares for an aggregate purchase price of $31,817,500 (the “Purchase Price”), all upon the
terms and conditions hereinafter set forth;




          NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it
is agreed as follows:




1. PURCHASE AND SALE




          1.1 Purchase and Sale . Subject to the terms and conditions set forth in this
Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell,
transfer and assign to the Purchaser, on the Closing Date (as defined below), all of the Seller’s
right, interest and title in the Shares and the Registration Rights applicable to the Shares for
the Purchase Price. On the Closing Date, the Purchaser shall pay the Purchase Price to the Seller
by a wire transfer of immediately available funds into an account designated by such Seller.




          1.2 The Closing.




          (a) The closing of the purchase and sale of the Shares and the other transactions contemplated
hereby (the “Closing”) shall take place on June 4, 2008, or such date and time as shall be
mutually agreed to by the parties hereto, subject to the satisfaction or waiver of the conditions
set forth in Section 4 hereof (the “Closing Date”).




          (b) At the Closing:




 









 








               (i) the Seller shall deliver, or cause to be delivered, to the Purchaser (A) one or more stock
certificates representing the Shares, duly registered in the name of the Purchaser, (B) the opinion
as set forth in Section 4.1(b), (C) such documents or agreements, in such form reasonably
satisfactory to Purchaser, evidencing the Issuer’s obligation to register under the Securities Act
of 1933, as amended (the “Securities Act”) the resale by the Purchaser of the Shares and
(D) all such other documents and instruments, if any, that are mutually determined by the Seller
and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement;
and



               (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller (A) a wire transfer
of immediately available funds into an account designated by the Seller in the amount of the
Purchase Price and (B) all such other documents and instruments, if any, that are mutually
determined by such Seller and the Purchaser to be necessary to effectuate the transactions
contemplated by this Agreement.



2. PURCHASER’S REPRESENTATIONS AND WARRANTIES




          The Purchaser makes the following representations and warranties to the Seller, each and all
of which shall survive the execution and delivery of this Agreement and the Closing hereunder:




          2.1 Authority; Binding Effect. The Purchaser has the requisite corporate power and
authority to execute and deliver this Agreement and to perform its obligations hereunder. This
Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due
execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms.




          2.2 No Conflicts. The execution and delivery by the Purchaser of this Agreement and
the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a
default under or violate (1) any of the terms, conditions or provisions of the certificate of
incorporation or by-laws of the Purchaser, (2) any of the terms, conditions or provisions of any
document, agreement or other instrument to which the Purchaser is a party or by which it is bound,
(3) any law or regulation applicable to the Purchaser, including but not limited to, the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (4) any
judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding
on the Purchaser.




          2.3 No Consents. No consent, approval, waiver, license or authorization or other
action by or filing with any governmental authority is required in connection with the execution
and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the
transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder.




 









 








          2.4 Investment Intention; Accredited Investor. The Purchaser is an “accredited
investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act) and by
reason of its business and financial experience, it has such knowledge, sophistication and
experience in business and financial matters as to be capable of evaluating the merits and risks of
the prospective investment, is able to bear the economic risk of such investment and is able to
afford a complete loss of such investment. The Purchaser is purchasing the Shares for its own
account, for investment purposes and not with a view to the distribution thereof other than
pursuant to an offering registered pursuant to the Securities Act or pursuant to an exemption
therefrom.




          2.5 No Reliance or Solicitation. Except as are set forth in this Agreement, the
Purchaser has not received any representations or warranties from the Seller or his representatives
or agents concerning the Issuer, the Shares or the transaction contemplated hereby. The Purchaser
is not purchasing the Shares as a result of (1) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast over television or
radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a
result of any of the foregoing.




          2.6 No Securities Act Registration. The Purchaser understands that the Seller may be
deemed to be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities
Act). The Purchaser understands that the Shares to be acquired by it have not been registered
under the Securities Act and may not be sold or otherwise transferred without registration under
the Securities Act or pursuant to an exemption from such registration requirements.




3. SELLER’S REPRESENTATIONS AND WARRANTIES




          The Seller makes the following representations and warranties to the Purchaser, each and all
of which shall survive the execution and delivery of this Agreement and the Closing hereunder:




          3.1 Authority; Binding Effect. The Seller has the legal capacity to execute and
deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly and
validly executed and delivered by the Seller and (assuming the due execution and delivery thereof
by the Purchaser) constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms.




          3.2 No Conflicts. The execution and delivery by the Seller of this Agreement and the
performance by the Seller of his obligations hereunder will not conflict with, constitute a default
under or violate (1) any of the terms, conditions or provisions of any document, agreement or other
instrument to which the Seller is a party or by which he is bound, (2) any law or regulation
applicable to the Seller, including but not limited to, the Securities Act and the Exchange Act, or
(3) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority
binding on the Seller.




 









 








          3.3 No Consents. No consent, approval, waiver, license or authorization or other
action by or filing with any governmental authority is required in connection with the execution
and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions
contemplated hereby or the performance by the Seller of his obligations hereunder, other than
filings by the Seller under Section 13 and Section 16 of the Securities Exchange Act of 1934, as
amended. No consent, approval, waiver, authorization or other action by the Issuer is required in
connection with the execution and delivery by the Seller of this Agreement, the consummation by the
Seller of the transactions contemplated hereby or the performance by the Seller of his obligations
hereunder, other than such which have been obtained by the Seller or will be obtained by the Seller
on or prior to the Closing Date.




          3.4 Ownership and Transfer. The Seller is the record and beneficial owner of the
Shares, free and clear of any and all liens, charges, security interests, options, claims,
equitable interests, pledges, proxies, voting trusts or agreements, encumbrances, restrictions or
adverse interests of any kind and of any nature whatsoever (collectively, “Liens”), except
for such restrictions on transfer imposed by applicable federal or state securities laws or the
certificate of incorporation of the Issuer. Upon transfer, assignment and delivery of the Shares
and payment therefor in accordance with the terms of this Agreement, the Purchaser will acquire
good and marketable title to such shares, free and clear of any and all Liens, except for such
restrictions on transfer imposed by applicable federal or state securities laws or the certificate
of incorporation of the Issuer.




4. CONDITIONS PRECEDENT




          4.1 The obligations of the Purchaser and the Seller under Section 1 hereof are subject to the
following conditions:




          (a) All of the representations and warranties of the Purchaser and the Seller contained in
this Agreement shall be true and correct on and as of the date hereof and on the Closing Date.




          (b) On the Closing Date the Purchaser shall have received the favorable opinion of counsel for
the Seller, dated as of such Closing Date, with respect to such matters as may be reasonably
requested by the Purchaser.




          (c) On the Closing Date the Purchaser shall have received such documents or agreements, in
such form reasonably satisfactory to Purchaser, evidencing the Issuer’s obligation to register
under the Securities Act the resale by the Purchaser of the Shares.




          (d) The Seller shall have received the Purchase Price and the Purchaser shall have received
certificates for the Shares, duly registered in the name of the Purchaser.




 









 








5. MISCELLANEOUS




          5.1 Further Assurances. The Seller and the Purchaser agree to execute and deliver
such other documents or agreements and to take such other action as may be necessary or desirable
for the implementation of this Agreement and the consummation of the transactions contemplated
hereby.




          5.2 Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete
agreement between the parties with respect to the subject matter hereof, supercedes any previous
agreement or understanding between them relating hereto and may not be modified, altered or amended
except as provided herein. This Agreement can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific reference to this
Agreement signed by the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought. No action taken pursuant to this Agreement shall be deemed to
constitute a waiver by the party taking such action or compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a further or continuing waiver
of such breach or as a waiver of any other or subsequent breach. No failure on the part of any
party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by
such party preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.




          5.3 Expenses. Each party hereto shall bear its own expenses incurred in connection
with the negotiation and execution of this Agreement and each other document and instrument
contemplated by this Agreement and the consummation of the transactions contemplated hereby and
thereby.




          5.4 Waiver Of Jury Trial. The parties hereto waive all right to trial by jury in any
action or proceeding to enforce or defend any rights under the transaction documents.




          5.5 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as closely as possible in
a mutually acceptable manner in order that the transactions be consummated as originally
contemplated to the fullest extent possible.




 









 








          5.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary rights in any person
or entity not a party to this Agreement. No assignment of this Agreement or of any rights or
obligations hereunder may be made by the Seller or the Purchaser (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without
the required consent shall be void. Notwithstanding the foregoing, Seller shall have the right to
assign all or a portion of this Agreement to one or more trusts for the benefit of his children and
to charitable trusts or foundations established or designated by Seller.




          5.7 Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.




          5.8 Submission to Jurisdiction; Consent to Service of Process. The Purchaser and the
Seller each agrees to submit to personal jurisdiction and to waive any objection as to venue in the
federal or New York State courts located in the County of New York, State of New York. Service of
process on the Purchaser or the Seller in any action arising out of or relating to any of this
Agreement shall be effective if mailed to such party in accordance with the provisions of Section
5.9 hereof. Nothing herein shall preclude the Purchaser or the Seller from bringing suit or taking
other legal action in any other jurisdiction.




          5.9 Notices. All notices and other communications under this Agreement shall be in
writing and shall be deemed given when delivered personally or mailed by certified mail, return
receipt required, to the parties at the following addresses (or to such other address as a party
may have specified by notice given to the other party pursuant to this provision):



If to the Seller, to:



Ian M. Cumming

c/o Leucadia National Corporation

315 Park Avenue South

New York, New York 10010



If to the Purchaser, to:



Jefferies Group, Inc

520 Madison Avenue

New York, New York 10022

Attention: General Counsel




          5.10 Survival. All of the representations, warranties, covenants and agreements of
the parties in this Agreement shall survive the Closing.




 









 








          5.11 Section and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of
this Agreement.




          5.12 Counterparts. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, all of which when executed and delivered shall
be considered one and the same agreement.




[signature page follows]




 









 





          IN WITNESS WHEREOF, each Seller and the Purchaser have executed this Agreement as of the day
and year first above written.




	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	JEFFERIES GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Roland T. Kelly
 

Roland T. Kelly
	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	IAN M. CUMMING	 	 
	 
	 	 	 	 	 	 
	 	 	            /s/ Andrea A. Bernstein	 	 
	 	 	 	 	 
	 	 	By: Andrea A. Bernstein, Attorney-in-fact under

Power of Attorney dated June 2, 2008	 	 






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EXHIBIT 1




DESCRIPTION OF REGISTRATION RIGHTS




A. Definitions.




          As used herein, the following definitions shall be applicable:




          “Commission” shall mean the Securities and Exchange Commission or any other federal agency at
the time administering the federal securities laws.




          “NASD” shall mean the National Association of Securities Dealers, Inc.




          “Prospectus” shall mean any preliminary prospectus and final prospectus (as such may be
amended or supplemented) which constitutes Part I of a Registration Statement filed with the
Commission.




          “Registration Statement” shall mean the form and documents required to be filed by an issuer
in connection with the registration of securities of such issuer under the Securities Act.




          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.




          “Seller” shall mean each holder of Exchange Shares for whom securities are included or
proposed to be included in a Registration Statement filed or proposed to be filed by Leucadia.




          “Transfer” shall mean any sale, pledge, assignment, encumbrance or disposition of any Exchange
Shares or of any part thereof or interest therein, including an offer to transfer, whether or not
such transfer would constitute a “sale” as that term is defined in section 2(3) of the Securities
Act.




B. Legends.




     (1) Unless and until removed as provided in the next paragraph, each certificate evidencing
Exchange Shares shall bear a legend in substantially the following form:




     “The transfer of this certificate and the shares evidenced hereby is subject
to certain restrictions contained in Exhibit 1 of the Agreement and Plan of
Reorganization dated February 23. 1989, and the holder of this certificate by
acceptance hereof agrees to be bound by such restrictions. A copy of such Agreement
and Plan of Reorganization is on file with the Secretary of Leucadia.”



          Leucadia may issue such “stop transfer” instructions to its transfer agent with respect to all
or any of the Exchange Shares as it deems appropriate to prevent any violation of the provisions
hereof or of the Securities Act.




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     (2) Leucadia shall issue a new certificate which does not contain the legend set forth above
if (i) the shares represented thereby are sold pursuant to a Registration Statement (including a
current Prospectus) which has become and is effective under the Securities Act or (ii) the staff of
the Commission shall have issued a “no action” letter to the effect that, or counsel acceptable to
Leucadia shall have rendered its opinion (which opinion shall be acceptable to Leucadia) that, such
securities may be sold without registration under the Securities Act.



C. Notice of Transfer, Opinion of Counsel.




          If a holder of Exchange Shares proposes to transfer all or a portion of such securities, such
holder shall give Leucadia written notice specifying the securities involved and describing the
manner in which the proposed transfer is to be made, together with either (i) an opinion of counsel
satisfactory to Leucadia stating in substance that registration under the Securities Act is not
required with respect to such transfer or (ii) a “no action” letter from the staff of the
Commission with respect to such transfer. Following delivery of a notice accompanied by an opinion
of counsel to the effect set forth above or by such a “no action” letter, such holder shall have
the right to transfer, in a manner consistent with its notice to Leucadia, the Exchange Shares
proposed to be transferred, unless Leucadia determines within 20 days following such delivery that
registration under the Securities Act is required with respect to such proposed transfer. Such
holder shall cooperate with Leucadia for the purpose of permitting such determination to be made,
including, to the extent deemed necessary by Leucadia, procuring and delivering to Leucadia an
investment letter signed by the proposed transferee.




D. Demand Registration.




     (1) Upon a written demand by a holder or holders of at least 250,000 Exchange Shares (or such
other equivalent number of shares as may result from a reclassification, subdivision or combination
of Leucadia Shares into a greater or smaller number of shares) that not less than 250,000 of such
Exchange Shares be registered (which demand shall specify its intended method of disposition),
Leucadia shall promptly give written notice of such demand to all other holders of Exchange Shares
and shall use its best efforts to effect the registration under the Securities Act of:




     (a) the Exchange Shares which Leucadia has been demanded to register pursuant to this
paragraph D for a disposition in accordance with the proposed method of disposition
described in said demand; and




     (b) all other Exchange Shares the holders of which shall have made written request
(stating the proposed method of disposition of such securities by prospective Seller) to
Leucadia for the registration thereof within 20 days after giving of such written notice by
Leucadia, all to the extent requisite to permit the disposition (in accordance with the
proposed methods thereof, as aforesaid, as long as such proposed methods are consistent
with the original demand) by the prospective Seller or Sellers of such securities.



     (2) Leucadia’s obligation to effect a registration hereunder is subject to the conditions
that:



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     (a) TLC and its transferees shall not be entitled to more than a total of five
separate registration statements on Form S-2, S-3 or other comparable short form of
registration statement; provided, however, that no such S-3 or comparable short form need
by filed until the earlier of the 90th day after the end of any fiscal year of Leucadia or
the date on which Leucadia’s audited financial statements for such fiscal year are
available, nor shall more than one such form be required to be filed in any 12-month
period.




     (b) Leucadia shall not be required to have a special audit of its financial statements
for inclusion in such Registration Statement; but if the rules and regulations of the
Commission otherwise require such a special audit, Leucadia may delay the filing or
effectiveness of the Registration Statement until such time as Leucadia receives its
audited financial statements for its then current fiscal year.




     (c) Leucadia shall not be required to effect any registration in accordance with
paragraph D(1) hereof if (i) in the written opinion of counsel to Leucadia such
registration may not be appropriately effected in light of any material pending transaction
of Leucadia or its subsidiaries, or (ii) any registration of any underwritten public
offering of securities made on behalf of Leucadia has become effective within ninety (90)
days prior to the anticipated effective date of any registration requested pursuant to
paragraph D(1) hereof.



E. General.




          If and whenever Leucadia is required by the provisions herein to use its best efforts to
effect the registration of any of its securities under the Securities Act, Leucadia shall, as
expeditiously as possible:





     (1) prepare and file with the Commission a Registration Statement with respect to such
securities and use its best efforts to cause such Registration Statement to become and
remain effective;




     (2) prepare and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for the shorter of 30 days or the completion
of the distribution and to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement in accordance with
the intended method of disposition by the Seller or Sellers thereof set forth in such
Registration Statement for such period;




     (3) furnish to each Seller such number of copies of the Prospectus contained in such
Registration Statement (including each preliminary prospectus), in conformity with the
requirements of the Securities Act, and such other documents as such Seller may reasonably
request in order to facilitate the disposition of the securities owned by such Seller;




     (4) use its best efforts to register or qualify Exchange Shares covered by such
Registration Statement under the securities or blue sky laws of such jurisdictions as the
Seller shall reasonably request, and do any and all other acts and things which may be
necessary or advisable to enable the Sellers to consummate the disposition in such
jurisdictions of such Exchange Shares during the period provided in paragraph E(2); and



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     (5) (a) notify each Seller of any Exchange Shares covered by such Registration
Statement, at any time when a Prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the Prospectus
contained in such Registration Statement, as then in effect, includes any untrue statement
of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances
then existing, and (b) at the request of any such Seller prepare and furnish to such Seller
a reasonable number of copies of any supplement to or amendment of such Prospectus that may
be necessary so that, as thereafter delivered to the purchasers of such shares, such
Prospectus shall not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.



F. Expenses.




          If and whenever Leucadia is required by the provisions herein to effect the registration of
any Exchange Shares under the Securities Act, Leucadia shall pay all expenses arising out of or
related to the preparation, filing, amendment and supplementing of a Registration Statement,
including, without limitation, all legal and accounting fees, Commission filing fees, NASD filing
fees, printing costs, registration or qualification fees and expenses to comply with “blue sky” or
other state securities laws, the fees of other experts and any reasonable expenses or other
compensation paid to the underwriters (other than those required by the next succeeding sentence to
be paid by the Sellers). Each Seller shall be required to bear underwriting commissions and
discounts and transfer taxes, if any, payable in connection with the sale of Exchange Shares.




G. Indemnification.




          In the event of the registration of any Exchange Shares under the Securities act pursuant to
the provisions herein, Leucadia agrees to indemnify and hold harmless the Seller of such Exchange
Shares, each underwriter, if any, of such Exchange Shares, and each person who controls such Seller
or any such underwriter within the meaning of section 15 of the Securities Act, from and against
any and all losses, claims, damages or liabilities, joint or several, to which such Seller,
underwriter or controlling person may become subject under the Securities Act or the common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such Exchange Shares were registered under
the Securities Act, or any Prospectus or preliminary prospectus contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; and will reimburse such Seller, each such underwriter, and each such controlling
person for any legal or any other expenses reasonably incurred by such Seller, underwriter or
controlling person in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Leucadia will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in such





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Registration Statement, such Prospectus or preliminary prospectus or such amendment or
supplement in reliance upon and in conformity with written information furnished to Leucadia by
such Seller, underwriter or controlling person specifically for use in preparation thereof; and
provided further, however, that this indemnity agreement with respect to any preliminary prospectus
shall not inure to the benefit of any such underwriter (or any person who so controls such
underwriter) for any such loss, claim, damage, liability or action asserted by a person who
purchased any Exchange Shares from such underwriter if a copy of the final Prospectus was not
delivered or given to such person by such underwriter at or prior to the written confirmation of
the sale to such person.




          In the event of the registration of any Exchange Shares under the Securities Act pursuant to
the provisions hereof, each Seller of Exchange Shares agrees to indemnify and hold harmless and to
use its best efforts to cause each underwriter, if any, of such Exchange Shares and each person who
controls such Seller or any such underwriter within the meaning of section 15 of the Securities
Act, to indemnify and hold harmless Leucadia, each person who controls Leucadia within the meaning
of section 15 of the Securities Act, each of its officers who signs the Registration Statement, and
each director of Leucadia from and against any and all losses, claims, damages or liabilities,
joint or several, to which Leucadia, such controlling person or any such officer or director may
become subject under the Securities Act or the common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement under which such Exchange Shares were registered under the Securities Act, any Prospectus
or preliminary prospectus contained therein, or amendment or supplemental thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, which untrue statement
or alleged untrue statement or omission or alleged omission was made therein in reliance upon, and
in conformity with, written information furnished to Leucadia by such Seller, controlling person or
underwriter, specifically for use in connection with the preparation thereof; and will reimburse
Leucadia, such controlling person and each such officer and director for any legal or other expense
reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action.




          Promptly after receipt by an indemnified party of notice of the commencement of any action
such indemnified party will, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to such indemnifying party of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any
indemnified party otherwise than pursuant to the provisions of this paragraph G. In any case such
action is brought against any indemnified party, and it notifies any indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in, and to the extent
that it may wish, jointly with any other indemnified party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party, and after notice from the
indemnifying party of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party for any legal or other



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expenses subsequently incurred by such indemnified party in connection with the defense
thereof, other than the reasonable cost of investigation.




H. Transferees.




          In the event that any of the Exchange Shares shall at any time be transferred by the holder
hereof or thereof other than pursuant to an effective Registration Statement, the rights herein
conferred shall extend to the transferee of such securities.





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