EX-4.2



 Exhibit 4.2 
 EXECUTION COPY 
 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: 

  
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 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. 

  
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 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 C. Broadbent

	Name:	 	Peregrine C. Broadbent
	Title:	 	Executive Vice President
	
	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