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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