exv4w1






Exhibit 4.1




      



 

 








VECTOR GROUP LTD.




AND EACH OF THE GUARANTORS PARTY HERETO



11% SENIOR SECURED NOTES DUE 2015



 





THIRD SUPPLEMENTAL INDENTURE



Dated as of April 20, 2010



To



INDENTURE



Dated as of August 16, 2007

As supplemented by First Supplemental Indenture dated as of July 15, 2008 and

Second Supplemental Indenture dated as of September 1, 2009



 





U.S. BANK NATIONAL ASSOCIATION



as Trustee and as Collateral Agent



 

 














 









 
















THIRD SUPPLEMENTAL INDENTURE




     THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 20,
2010, 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”).



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”), and a Second
Supplemental Indenture, dated as of September 1, 2009 (the “Second Supplemental Indenture” and,
together with the Base Indenture and the First Supplemental Indenture, the “Indenture”) providing
for the initial issuance by the Company of its Initial Notes (as defined below) and the
Supplemental Notes;



     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 Holders
(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 Third 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 the $75 million aggregate principal amount of Additional Notes (other than
the Initial Notes and the Supplemental Notes) issued under this Third Supplemental Indenture, as
part of the same series as the Initial Notes and the Supplemental Notes.



     "Notes” means the Company’s 11% Senior Secured Notes due 2015. The Initial Notes, the
Supplemental Notes and the New Notes will be part of the same series for all purposes under the
Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, and unless the



 









 




context otherwise requires, all references to the Notes will include the Initial Notes, the
Supplemental Notes and the New Notes.




     “Supplemental Notes” means the $85 million aggregate principal amount of Additional Notes
(other than the Initial Notes) issued on September 1, 2009 under the Indenture, as part of the same
series as the Initial 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 Third Supplemental Indenture which will have identical terms as the Initial Notes and the
Supplemental Notes, other than with respect to the date of issuance and issue price. The Initial
Notes, the Supplemental Notes and the Additional Notes issued will be treated as a single class for
all purposes under the Indenture and this Third 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 Third 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 signed by an Officer,
authenticate New Notes for issue that may be validly issued under this Third Supplemental
Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the
aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 of the Base Indenture.



SECTION IV




COLLATERAL AND SECURITY



     When issued in accordance with the Indenture and this Third Supplemental Indenture, the New
Notes shall constitute Parity Lien Obligations. In accordance with Section 10.02 of the Indenture,
all Parity Liens granted at any time by the Pledgors or VGR Holding shall secure, equally and
ratably, all present and future Parity Lien Obligations and all proceeds of all Parity Liens
granted at any time by the Pledgors or VGR Holding shall be allocated and distributed equally and
ratably on account of the Parity Lien Debt and other Parity Lien Obligations.



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SECTION V




REAFFIRMATION OF COLLATERAL DOCUMENTS

AND GRANT OF SECURITY INTEREST



     For value received, each of the Pledgors and VGR Holding hereby confirms, reaffirms and
restates that it is bound by each of the Collateral Documents to which it is a party, and that each
of the Collateral Documents to which such Pledgor and VGR Holding is a party and all of the
Collateral described therein do and shall continue to secure payment of all amounts due under the
Note Guarantees of the Pledgors and VGR Holding, respectively, and the performance of all
Obligations of each of the Pledgors and VGR Holdings, respectively, to the Holders. Each of the
Pledgors and VGR Holding that is a party to the Collateral Documents hereby reaffirms its grant of
a security interest in the Collateral to the Collateral Agent securing its Note Guarantee subject
in the case of the Liggett Guarantors to the terms of the Intercreditor Agreement and agrees that
each of the Collateral Documents to which it is a party shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.



SECTION VI




REAFFIRMATION OF GUARANTEES



     For value received, each Guarantor hereby confirms, reaffirms and restates that it, jointly
and severally, unconditionally guarantees, to the extent set forth in the Indenture, (a) the due
and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on,
the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Company to the Holders or the Trustee
all in accordance with the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly
set forth in Article 11 of the Base Indenture and reference is hereby made to the Base Indenture
for the precise terms of the Note Guarantee.



SECTION VII




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
Third 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 Third 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 Third Supplemental Indenture, and agrees to perform the same upon the terms
and conditions of the Indenture, as amended and supplemented by this Third Supplemental Indenture.



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     C. This Third Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture. The Indenture, as amended and supplemented by this Third 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 Third Supplemental Indenture.



     D. THIS THIRD 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 Third 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.



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SIGNATURES



Dated as of April 20, 2010




	 	 	 	 	 
	 	THE COMPANY:



VECTOR GROUP LTD.

 	 
	 	By:  	/s/
Richard J. Lampen
 	 
	 	 	Name:  	Richard J. Lampen 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	GUARANTORS:



VGR HOLDING LLC

 	 
	 	By:  	/s/ Marc N. Bell
 	 
	 	 	Name:  	Marc N. Bell 	 
	 	 	Title:  	Manager 	 
	 
	 	LIGGETT GROUP LLC

 	 
	 	By:  	/s/ Ronald J. Bernstein
 	 
	 	 	Name:  	 Ronald J. Bernstein 	 
	 	 	Title:  	Manager/President and Chief Executive
Officer 	 
	 
	 	LIGGETT VECTOR BRANDS INC.

 	 
	 	By:  	/s/
Ronald J. Bernstein
 	 
	 	 	Name:  	Ronald J. Bernstein 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



THIRD SUPPLEMENTAL INDENTURE






 









 








	 	 	 	 	 
	 	VECTOR RESEARCH LLC

 	 
	 	By:  	/s/ Francis G. Wall
 	 
	 	 	Name:  	Francis G. Wall 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	VECTOR TOBACCO INC.

 	 
	 	By:  	/s/ Francis G. Wall
 	 
	 	 	Name:  	Francis G. Wall 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	LIGGETT & MYERS HOLDINGS INC.

 	 
	 	By:  	/s/ Marc N. Bell
 	 
	 	 	Name:  	Marc N. Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	LIGGETT & MYERS INC.

 	 
	 	By:  	/s/ Ronald J. Bernstein
 	 
	 	 	Name:  	Ronald J. Bernstein 	 
	 	 	Title:  	President 	 
	 
	 	100 MAPLE LLC

 	 
	 	By:  	/s/ Ronald J. Bernstein
 	 
	 	 	Name:  	Ronald J. Bernstein 	 
	 	 	Title:  	Manager 	 
	 



THIRD SUPPLEMENTAL INDENTURE





 









 








	 	 	 	 	 
	 	V.T. AVIATION LLC

 	 
	 	By:  	/s/ Francis G. Wall
 	 
	 	 	Name:  	Francis G. Wall 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	VGR AVIATION LLC

 	 
	 	By:  	/s/ Francis G. Wall
 	 
	 	 	Name:  	Francis G. Wall 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	EVE HOLDINGS INC.

 	 
	 	By:  	/s/ Marc N. Bell
 	 
	 	 	Name:  	Marc N. Bell 	 
	 	 	Title:  	Vice President 	 
	 



THIRD SUPPLEMENTAL INDENTURE




 









 








	 	 	 	 	 
	TRUSTEE:



U.S. BANK NATIONAL ASSOCIATION

 	 	 
	By:  	/s/ Joshua A. Hahn
 	 	 
	 	Name:  	Joshua A. Hahn 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 



THIRD SUPPLEMENTAL INDENTURE