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

Exhibit 4.9

EXECUTION COPY

LEUCADIA NATIONAL CORPORATION,

▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Group LLC, a limited liability company existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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.