EXHIBIT 4.1



	
  

 	
  

 	
  

 
	
 JEFFERIES GROUP, INC.,

 
	
  

 
	
 LEUCADIA NATIONAL CORPORATION

 
	
  

 
	
 and

 
	
  

 
	
 THE BANK OF NEW YORK MELLON,

 
	
  

 
	
 Trustee

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
 THIRD SUPPLEMENTAL INDENTURE

 
	
  

 
	
 To

 
	
  

 
	
 INDENTURE

 
	
  

 
	
 Dated as of October 26, 2009

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
 Convertible Securities

 
	
  

 
	
 Dated as of February 28, 2013

 









          This THIRD
SUPPLEMENTAL INDENTURE, dated as of February 28, 2013, among Jefferies Group,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”), having its principal office at 520 Madison Avenue,
12th Floor, New York, NY 10022, Leucadia National Corporation, a corporation
duly organized and existing under the laws of the State of New York
(“Leucadia”), having its principal office at 315 Park Avenue South, New York,
New York 10010 and The Bank of New York Mellon, a New York banking corporation,
as Trustee (the “Trustee”).


RECITALS OF THE COMPANY AND LEUCADIA


          The Company
heretofore executed and delivered to the Trustee an Indenture dated as of October
26, 2009 (the “Base Indenture”), as amended by a First Supplemental Indenture,
dated as of October 26, 2009 (the “First Supplemental Indenture”) and a Second
Supplemental Indenture, dated as of December 19, 2012 (the “Second Supplemental
Indenture”);


          The Company
has entered into an Agreement and Plan of Merger, dated as of November 11, 2012
(the “First Merger Agreement”), by and among the Company, JSP Holdings, Inc.
(“New Jefferies”) and Jasper Merger Sub, Inc. (“Merger Sub One”) and an Agreement
and Plan of Merger, dated as of November 11, 2012 (the “Second Merger
Agreement”), by and among Leucadia, Limestone Merger Sub, LLC (“Merger Sub
Two”), the Company, New Jefferies and Merger Sub One. Pursuant to the First Merger Agreement, Merger Sub One will merge
with and into the Company, with the Company as the surviving corporation (the
“First Merger”) and each share of the Company’s Common Stock issued and
outstanding immediately prior to the effective time of the First Merger will be
converted into one share of New Jefferies common stock and the Company will
then immediately convert into a limited liability company (the “LLC
Conversion”). Pursuant to the Second Merger Agreement, New Jefferies will merge
with and into Merger Sub Two, with Merger Sub Two as the surviving entity (the
“Second Merger” and, together with the First Merger, the “Mergers”) and each
share of New Jefferies common stock issued and outstanding immediately prior to
the effective time of the Second Merger will be converted into 0.81 of a common
share, par value $1.00 per share, of Leucadia.


          Section
10.10 of the First Supplemental Indenture provides that in case of any merger
involving the Company, as a result of which the Common Stock is converted into
stock, other securities or other property or assets, then the Company shall
execute and deliver to the Trustee a supplemental indenture providing that, at
the effective time of such merger, the right to convert the Securities shall be
changed into a right to convert each $1,000 principal amount of Securities into
the kind and amount shares of stock, other securities or other property or
assets (including cash or any combination thereof) that a holder of a number of
shares of Common Stock equal to the Conversion Rate immediately prior to such
merger would have received on account of such merger, assuming such holder is
entitled to participate in such transaction on the basis of holding such
shares; provided, however, that, at and after the effective time of such
transaction, upon any conversion of a Security, (A) any portion of the
Conversion Consideration due upon such conversion that would have been payable
in cash pursuant to Section 10.02(A)(i) of the First Supplemental Indenture had
such transaction not occurred shall continue to be payable in cash, (B) any
portion of the Conversion Consideration due upon such conversion that would
have been payable in shares of Common Stock pursuant to Section 10.02(A)(i) of
the First Supplemental 


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Indenture had such transaction not occurred shall instead be payable in
such Reference Property and (C) the VWAP per share of Common Stock shall, for
these purposes, be calculated based on the value of a unit of Reference
Property that a holder of one (1) share of Common Stock would have been
entitled to receive in such transaction.


          The
Conversion Rate in effect immediately prior to the Mergers was 25.5076 shares
of Common Stock per $1,000 principal amount of Securities.


          Pursuant to
Section 9.01 of the First Supplemental Indenture, without the consent of any
Holders, the Company and the Trustee may amend or supplement the Indenture to,
among other purposes, comply with Section 10.10 of the First Supplemental
Indenture.


          The Company
and Leucadia have duly authorized the execution and delivery of this Third
Supplemental Indenture.


          NOW
THEREFORE, in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefits of all Holders of the Securities or of Series thereof, as follows:


ARTICLE
I.

CONVERSION OF SECURITIES


Section
1.01
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Base Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, as the case may
be. The following definitions
supplement those definitions.


“Effective Time” means 12:03 AM (Eastern Standard Time) on March 1,
2013 or such other time at which the Second Merger becomes effective.


“Indenture” means the Base Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, this Third
Supplemental Indenture and any subsequent supplemental indenture.


“Leucadia Common Shares” means the common shares, par value $1.00 per
share, of Leucadia, or such other Capital Stock of Leucadia into which
Leucadia’s common shares are reclassified or changed.


Section
1.02 At the
Effective Time, the right to convert the Securities shall be changed into a
right to convert each $1,000 principal amount of Securities into 21.7723
Leucadia Common Shares (subject to further adjustment as provided in the
Indenture); provided, however, that, and after the Effective Time, upon any
conversion of a Security, (A) any portion of the Conversion Consideration due
upon such conversion that would have been payable in cash pursuant to Section
10.02(A)(i) of the First Supplemental Indenture had the Mergers not occurred
shall continue to be payable in cash, (B) any portion of the Conversion
Consideration due upon such conversion that would have been payable in shares
of Common Stock pursuant to Section 


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10.02(A)(i) of the First Supplemental Indenture had the Mergers not
occurred shall instead be payable in such Reference Property and (C) the VWAP
per share of Common Stock shall, for these purposes, be calculated based on the
value of a unit of Reference Property that a holder of one (1) share of Common
Stock would have been entitled to receive in the Second Merger.


Section
1.03 From and after the Effective Time, Leucadia
agrees to be bound by the covenants set forth in Section 10.01 of the First
Supplemental Indenture with respect to the Leucadia Common Shares issuable upon
conversion of the Securities. For
purposes of Article 10, the “Conversion Rate” from and after the Effective Time
will be deemed to be 21.7723 Leucadia Common Shares per $1,000 principal amount
of Securities, and the Conversion Rate shall be adjusted from time to time as
nearly equivalent as may be practicable to the adjustments of the Conversion
Rate provided for in Article X of the First Supplemental Indenture.


ARTICLE
II.

MISCELLANEOUS


Section 2.01 As amended and modified by this Third
Supplemental Indenture, the Base Indenture, the First Supplemental Indenture and
the Second Supplemental Indenture shall be read, taken and construed as one and
the same instrument.


Section 2.02 The Trustee assumes no duties,
responsibilities or liabilities by reason of this Third Supplemental Indenture,
other than as set forth in the Base Indenture, the First Supplemental Indenture
and the Second Supplemental Indenture, as fully as if said terms and conditions
were herein set forth at length.


Section 2.03 This Third Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original; but such counterparts shall together
constitute one and the same instrument.


Section 2.04 This Third Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such state.


Section 2.05 The Trustee makes no representations as to
the validity or sufficiency of this Third Supplemental Indenture; the recitals
and statements herein are deemed to be those of the Company and Leucadia and
not of the Trustee.


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          IN WITNESS
WHEREOF, the parties have caused this Third Supplemental Indenture to be duly
executed as of the date first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JEFFERIES GROUP, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Peregrine Broadbent

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name: Peregrine Broadbent

 	
  

 
	
  

 	
 Title: Chief Financial Officer

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 LEUCADIA NATIONAL CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Joseph A. Orlando

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name: Joseph A. Orlando

 	
  

 
	
  

 	
 Title: Vice President and Chief Financial Officer

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON,

 
	
  

 	
           as
 Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Laurence J. O’Brien

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name: Laurence J. O’Brien

 	
  

 
	
  

 	
 Title: Vice President

 	
  

 


Signature Page to Third
Supplemental Indenture (10.10)