11% SENIOR SECURED NOTES DUE 2015 SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.1

VECTOR GROUP LTD.

AND EACH OF THE GUARANTORS PARTY HERETO

11% SENIOR SECURED NOTES DUE 2015

SECOND SUPPLEMENTAL INDENTURE

Dated as of September 1, 2009

To

INDENTURE

Dated as of August 16, 2007
As supplemented by First Supplemental Indenture dated as of July 15, 2008

U.S. BANK NATIONAL ASSOCIATION

as Trustee and as Collateral Agent
 

SECOND SUPPLEMENTAL INDENTURE

     SECOND SUPPLEMENTAL INDENTURE (this “ Second Supplemental Indenture ”), dated as of September 1, 2009, among Vector Group Ltd., a Delaware corporation (the “ Company ”), the Guarantors listed on the signature pages hereto (the “ Guarantors ”) and U.S. Bank, National Association, as Trustee (the “ Trustee ”) and as Collateral Agent (the “ Agent ”).

W I T N E S S E T H

     WHEREAS, the Company and the Guarantors have heretofore executed and delivered an Indenture, dated as of August 16, 2007 (the “ Base Indenture ”), as supplemented by a First Supplemental Indenture dated as of July 15, 2008 (the “ First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”) providing for the initial issuance by the Company of its Initial Notes (as defined below);

     WHEREAS, Section 9.01 of the Base Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture from time to time without the consent of the Holder (as defined in the Base Indenture) to provide for the issuance of Additional Notes (as defined in the Base Indenture) in accordance with the limitations set forth in the Base Indenture;

     WHEREAS, all things necessary to make the New Notes (as defined below), when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Indenture against payment therefor, the valid, binding and legal obligations of the Company and to make this Second Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantors, have been done;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Guarantor, the Trustee and the Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Additional Notes as follows:

SECTION I

DEFINITIONS

     All Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein.

      “Initial Notes” means the $165 million aggregate principal amount of Notes issued under the Indenture on August 16, 2007.

      “New Notes” means up to $85 million aggregate principal amount of Additional Notes (other than the Initial Notes) issued under this Second Supplemental Indenture, as part of the same series as the Initial Notes.

     “ Notes ” means the Company’s 11% Senior Secured Notes due 2015. The Initial Notes and the New Notes will be part of the same series for all purposes under the Indenture and this Second Supplemental Indenture, and unless the context otherwise requires, all references to the Notes will include the Initial Notes and the New Notes.

SECTION II

AUTHORIZATION AND ISSUANCE OF ADDITIONAL NOTES

     A. The Company will be entitled, upon delivery of an Officers’ Certificate and an Opinion of Counsel, subject to its compliance with Section 4.09 of the Indenture, to issue the New Notes under this Second Supplemental Indenture which will have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price. The Initial Notes and the Additional Notes issued will be treated as a single class for all purposes under the Indenture and this Second Supplemental Indenture including, but not limited to, Section 2.06.

     B. With respect to the New Notes, the Company will set forth in one or more resolutions of its Board of Directors and/or a designated committee thereof and an Officers’ Certificate, a copy of each which will be delivered to the Trustee, the following information:

     1. the aggregate principal amount of such New Notes to be authenticated and delivered pursuant to this Second Supplemental Indenture; and

     2. the issue price, the issue date and the CUSIP numbers of such New Notes.

SECTION III

EXECUTION AND AUTHENTICATION OF NEW NOTES

     The Trustee will, upon receipt of a written order of the Company s