VECTOR GROUP LTD. ACCOMMODATIONS ACQUISITION CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECURED NOTES DUE 2015 FIFTH SUPPLEMENTAL INDENTURE Dated as of December 16, 2010 To INDENTURE Dated as of August 16, 2007 As supplemented by...

Exhibit 4.1

VECTOR GROUP LTD.

ACCOMMODATIONS ACQUISITION CORPORATION

AND EACH OF THE GUARANTORS PARTY HERETO

11% SENIOR SECURED NOTES DUE 2015

FIFTH SUPPLEMENTAL INDENTURE

Dated as of December 16, 2010

To

INDENTURE

Dated as of August 16, 2007
As supplemented by First Supplemental Indenture dated as of July 15, 2008,
Second Supplemental Indenture dated as of September 1, 2009,
Third Supplemental Indenture dated as of April 20, 2010 and
Fourth Supplemental Indenture dated as of December 3, 2010

U.S. BANK NATIONAL ASSOCIATION

as Trustee and as Collateral Agent

FIFTH SUPPLEMENTAL INDENTURE

     Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of December 16, 2010, among Accommodations Acquisition Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”) and a subsidiary of Vector Group Ltd., a Delaware corporation (the “Company”), the Company, the Guarantors (as defined in the Base Indenture referred to herein) and U.S. Bank National Association, as Trustee and Collateral Agent (the “Trustee”).

WITNESSETH

     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”), a Second Supplemental Indenture, dated as of September 1, 2009 (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of April 20, 2010 (the “Third Supplemental Indenture”), and a Fourth Supplemental Indenture, dated as of December 3, 2010 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of its 11% Senior Secured Notes due 2015 (the “Notes”);

     WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Company, the Guarantors and the Trustee may amend the Indenture without the consent of any Holders of Notes to provide additional rights or benefits to the Holders of Notes;

     WHEREAS, amending the Indenture to include the Guaranteeing Subsidiary within the definition of “Guarantors” would provide additional rights and benefits to the Holders of Notes;

     WHEREAS, the Indenture requires that an entity that constitutes a Guarantor shall join the Company and the existing Guarantors in executing and delivering to the Trustee a supplemental indenture pursuant to which such entity shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee and the Guaranteeing Subsidiary mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. Capitalized Terms. 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.

     2. Definition of Guarantors. The following definition of “Guarantors” is hereby amended by the addition of the bold language:

“Guarantors” means each of:

     (1) the Xxxxxxx Guarantors;

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     (2) the Domestic Subsidiaries of the Company on the date of this Base Indenture, other than the New Valley Subsidiaries, and Accommodations Acquisition Corporation, a Delaware corporation; and

     (3) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,

     and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

     3. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

     4. Miscellaneous Provisions.

     (a) The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Fifth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

     (b) On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Fifth Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Fifth Supplemental Indenture.

     (c) This Fifth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument and the all the provisions of the Indenture shall remain in full force and effect in accordance with the terms thereof and as amended and supplemented by this Fifth Supplemental Indenture.

     (d) THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     (e) This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

	COMPANY: VECTOR GROUP LTD.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	GUARANTEEING SUBSIDIARY: ACCOMMODATIONS ACQUISITION CORPORATION
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	GUARANTORS: VGR HOLDING LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	XXXXXXX GROUP LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

Fifth Supplemental Indenture Signature Page

	XXXXXXX VECTOR BRANDS INC.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	VECTOR RESEARCH LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Senior Vice President

	VECTOR TOBACCO INC.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Senior Vice President

	XXXXXXX & XXXXX HOLDINGS INC.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

	XXXXXXX & XXXXX INC.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Secretary

Fifth Supplemental Indenture Signature Page

	100 MAPLE LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Secretary

	V.T. AVIATION LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Vice President

	VGR AVIATION LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Vice President

	EVE HOLDINGS INC.
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

Fifth Supplemental Indenture Signature Page

	TRUSTEE AND COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Assistant Vice President

Fifth Supplemental Indenture Signature Page