Exhibit 10.55
LEUCADIA NATIONAL CORPORATION
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February 3, 2005
▇▇▇▇▇▇▇▇▇ & Company, Inc.
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Re: Registration Rights with respect to 2,250,000
Common Shares of Leucadia National Corporation
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Ladies and Gentlemen:
Based on the terms outlined in this letter, Leucadia National
Corporation agrees that it will keep the registration statement with respect to
the 2,250,000 common shares of Leucadia purchased by ▇▇▇▇▇▇▇▇▇ & Company, Inc.
on January 7, 2005 from ▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and certain
family trusts of ▇▇. ▇▇▇▇▇▇▇▇▇ effective for the shorter of six months or the
completion of the disposition of such shares by Jefferies.
Notwithstanding the registration rights provisions contained in Exhibit
1 to the Agreement and Plan of Reorganization between Leucadia and TLC
Associates, a New York general partnership, dated February 23, 1989, if Leucadia
notifies Jefferies not to sell any of the common shares pursuant to the
registration statement (a "suspension notice"), Jefferies agrees that it will
not sell any of such common shares pursuant to the registration statement until
such time as Leucadia notifies Jefferies that the suspension notice is no longer
effective.
Please indicate your agreement and acknowledgment by signing below and
returning a copy to me.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Chief Financial
Officer
Acknowledged and Agreed:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and
Assistant General Counsel
