EXHIBIT 4.2


LEUCADIA NATIONAL CORPORATION,


JEFFERIES GROUP LLC


and


THE BANK OF NEW YORK MELLON,


Trustee


	
  

 
	 

 


FOURTH SUPPLEMENTAL INDENTURE


To


INDENTURE


Dated as of October 26, 2009


	
  

 
	 

 


Convertible Debt Securities


Dated as of March 1, 2013





          This FOURTH
SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Fourth Supplemental
Indenture”), among Jefferies Group LLC, a limited liability company existing
under the laws of the State of Delaware (herein called 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 (herein called “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 (herein
called the “Trustee”), to the INDENTURE, dated as of October 26, 2009 (the
“Base Indenture”), between Jefferies Group, Inc., a corporation organized under
the laws of the State of Delaware, and the Trustee, as amended by the FIRST
SUPPLEMENTAL INDENTURE, dated as of October 26, 2009 (the “First Supplemental
Indenture”), the SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012,
and the THIRD SUPPLEMENTAL INDENTURE, dated as of February 28, 2013 (the “Third
Supplemental Indenture”).


RECITALS OF THE COMPANY AND LEUCADIA


          Sections
5.01 and 8.01 of the Base Indenture, as amended by the Second Supplemental
Indenture, provides that if the Company (as defined in the Base Indenture)
converts into any other Person, such Surviving Person shall expressly assume,
by a supplemental indenture, executed and delivered to the Trustee, all the
obligations of the Company (as so defined) under the Securities and this
Indenture.


          Section
9.01(1) of the Base Indenture, as amended by the Second Supplemental Indenture,
provides that, without notice to or the consent of any Holder, the Company, may
enter into one or more indentures supplemental to the Base Indenture to, among
other things, evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities;


          Pursuant to
Section 266 of the General Corporation Law of the State of Delaware, on March
1, 2013, Jefferies Group, Inc. converted to a limited liability company
governed by the Limited Liability Company Act of the State of Delaware and
changed its name to Jefferies Group LLC.


          The
execution and delivery of this Fourth Supplemental Indenture have been duly
authorized by the Company and Leucadia.


          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 of each Series thereof, as follows:


2





ARTICLE I.
DEFINITIONS AND ASSUMPTION OF OBLIGATIONS


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, the Second
Supplemental Indenture and the Third Supplemental Indenture, as the case may
be. The following definition supplements those definitions.


“Indenture”
means the Base Indenture, as supplemented by the First Supplemental Indenture,
the Second Supplemental Indenture and the Third Supplemental Indenture.


Section 1.02 The
Company hereby assumes all of the covenants and obligations of Jefferies Group
Inc. under the Securities and the Indenture.


ARTICLE II.
MISCELLANEOUS


Section 2.01 As
amended and modified by this Fourth Supplemental Indenture, the 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
Fourth Supplemental Indenture, other than as set forth in the Base Indenture,
the First Supplemental Indenture, the Second Supplemental Indenture and the
Third Supplemental Indenture, as fully as if said terms and conditions were
herein set forth at length.


Section 2.03 This
Fourth 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
Fourth 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
Fourth Supplemental Indenture; the recitals and statements herein are deemed to
be those of the Company and Leucadia and not of the Trustee.


3





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JEFFERIES GROUP LLC

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Indenture Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Laurence J. O’Brien

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name: Laurence J. O’Brien

 	
  

 
	
  

 	
 Title: Vice President