Jefferies Group Capital Finance Inc. Sample Contracts

JEFFERIES GROUP, INC., Issuer and THE BANK OF NEW YORK, Trustee INDENTURE Dated as of March 12, 2002 Senior Securities
Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of March 12, 2002, between Jefferies Group, Inc., a corporation duly organized and 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 and The Bank of New York, a New York banking corporation, as Trustee (herein called the “Trustee”).

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Jefferies Group LLC and Jefferies Group Capital Finance Inc. Issuers and The Bank of New York Mellon Trustee Senior Debt Indenture Dated as of May 26, 2016
Senior Debt Indenture • January 17th, 2017 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

SENIOR DEBT INDENTURE, dated as of May 26, 2016, among Jefferies Group LLC, a limited liability Company existing under the laws of the State of Delaware (herein called the “Company”), whose address is 520 Madison Avenue, New York, New York 10022, Jefferies Group Capital Finance Inc., a corporation existing under the laws of the State of Delaware (herein called the “Co-Issuer”), whose address is c/o Jefferies Group LLC, 520 Madison Avenue, New York, New York 10022 (each of the Company and the Co-Issuers, an “Issuer”, and, collectively, the “Issuers”) and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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JEFFERIES GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON, Trustee SECOND SUPPLEMENTAL INDENTURE To INDENTURE Dated as of March 12, 2002 Senior Securities Dated as of December 19, 2012
Second Supplemental Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

This SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”), to the INDENTURE, dated as of March 12, 2002 (the “Original Indenture”), as amended by that FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2003 (the “First Supplemental Indenture”), between Jefferies Group, Inc., a corporation duly organized and 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 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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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
Fourth Supplemental Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

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

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JEFFERIES GROUP LLC. (a Delaware limited liability company) JEFFERIES GROUP CAPITAL FINANCE INC. (a Delaware corporation) GLOBAL MEDIUM TERM NOTES, SERIES A DISTRIBUTION AGREEMENT
Distribution Agreement • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York
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JEFFERIES GROUP LLC and THE BANK OF NEW YORK MELLON, Trustee THIRD SUPPLEMENTAL INDENTURE To INDENTURE Dated as of March 12, 2002 Senior Debt Securities Dated as of March 1, 2013
Third Supplemental Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

This THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Third 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, and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”), to the INDENTURE, dated as of March 12, 2002 (the “Original 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 July 15, 2003 and the SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”).

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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
Third Supplemental Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

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”).

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Jefferies Group LLC and Jefferies Group Capital Finance Inc. Issuers and The Bank of New York Mellon Trustee Form of Subordinated Debt Indenture Dated as of
Subordinated Debt Indenture • February 4th, 2016 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

SUBORDINATED DEBT INDENTURE, dated as of , 20 , among Jefferies Group LLC, a limited liability Company existing under the laws of the State of Delaware (herein called the “Company”), whose address is 520 Madison Avenue, New York, New York 10022, Jefferies Group Capital Finance Inc., a corporation existing under the laws of the State of Delaware (herein called the “Co-Issuer”), whose address is c/o Jefferies Group LLC, 520 Madison Avenue, New York, New York 10022 (each of the Company and the Co-Issuers, an “Issuer”, and, collectively, the “Issuers”) and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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JEFFERIES GROUP, INC. and THE BANK OF NEW YORK MELLON as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 26, 2009 to INDENTURE Dated as of October 26, 2009 $345,000,000 Principal Amount 3.875% CONVERTIBLE SENIOR DEBENTURES DUE 2029
First Supplemental Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of October 26, 2009, between Jefferies Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

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JEFFERIES GROUP LLC. (a Delaware limited liability company) JEFFERIES GROUP CAPITAL FINANCE INC. (a Delaware corporation) GLOBAL MEDIUM TERM NOTES, SERIES A DISTRIBUTION AGREEMENT
Distribution Agreement • February 1st, 2022 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

Jefferies Group LLC, a Delaware limited liability company (the “Company”), and Jefferies Group Capital Finance Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Co-Issuer” and together with the Company, the “Issuers”) propose to issue and sell from time to time their Global Medium Term Notes, Series A (the “Notes”). For purposes of this Distribution Agreement (the “Agreement”) between the Issuers and Jefferies LLC, the term “Agent” shall mean Jefferies LLC and any additional parties that the Issuers, in their sole discretion, may appoint from time to time to act as Agent hereunder as set forth on Schedule A hereto or in any related Pricing Supplement (as defined below). Unless otherwise set forth in any separate agreement substantially in the form attached as Schedule C or such other form as may be agreed upon by the Issuers and the Representative (a “Terms Agreement”) relating to the sale of Notes, Jefferies LLC shall act as representative (the “Representat

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