EXECUTION VERSION 







 








SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE (this “Second
Supplemental Indenture”), dated as of April 15, 2014, among (i) Vector Group Ltd., a Delaware corporation (the “Issuer”),
(ii) VGR Holding LLC, a Delaware limited liability company, Liggett Group LLC, a Delaware limited liability company, Liggett Vector
Brands LLC, a Delaware limited liability company, Vector Research LLC, a Delaware limited liability company, Liggett & Myers
Holdings Inc., a Delaware corporation, 100 Maple LLC, a Delaware limited liability company, V.T. Aviation LLC, a Delaware limited
liability company, VGR Aviation LLC, a Delaware limited liability company, Eve Holdings Inc., a Delaware corporation, Vector Tobacco
Inc., a Virginia corporation, Accommodations Acquisition Corporation, a Delaware corporation, Zoom E-Cigs LLC, a Delaware limited
liability company (collectively, the “Guarantors”), and (iii) U.S. Bank National Association (the “Trustee”).


 


W I T N E S SE T H


 


WHEREAS, the Issuer initially issued $450,000,000
aggregate principal amount of 7.750% Senior Secured Notes due 2021 (the “Existing Notes”) under an indenture,
dated as of February 12, 2013 (as amended and supplemented through the date of this Second Supplemental Indenture, the “Indenture”),
among the Issuer, the Guarantors and the Trustee;


 


WHEREAS, Section 2.02 of the Indenture provides
that the Issuer may issue additional Notes (the “Additional Notes”) under the Indenture subject to certain conditions
set forth in the Indenture;


 


WHEREAS, the Issuer wishes to issue an additional
$150,000,000 aggregate principal amount of its 7.750% Senior Notes due 2021 as Additional Notes under the Indenture (the “New
Notes” and together with the Existing Notes, the “Notes”);


 


WHEREAS, pursuant to Sections 9.01(7) and
9.06 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Second Supplemental
Indenture.


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors
and the Trustee 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.


 


2.                 
Amount of New Notes. The aggregate principal amount of New Notes to
be authenticated and delivered under the Indenture on the date hereof is $150,000,000.


 






    	 



    	 



    

 


3.                 
Terms of New Notes. The New Notes to be issued as Additional Notes
under the Indenture and pursuant to this Second Supplemental Indenture shall:


 


(a)               
be issued as part of the existing class of Existing Notes previously issued under the Indenture, and the New Notes and the
Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase;


 


(b)              
be issued on the date hereof, at a purchase price of 106.75% of the principal amount, plus accrued interest from February
14, 2014, and shall otherwise have the same terms and conditions in all respects as the Existing Notes issued on February 12, 2013,
except for the issue date;


 


(c)               
be issuable in whole in the form of Global Notes to be held by the Depositary and in the form, including appropriate transfer
restriction legends, provided in Exhibit A to the Indenture; and


 


(d)              
(x) in the case of the 144A Global Note, initially bear the CUSIP number of 92240M AZ1, and (y) in the case of
the Regulation S Global Note, initially bear the CUSIP number of U92279 AH8.


 


4.                 
Reaffirmation and Ratification of Indenture, Guarantees and Notes; Second Supplemental
Indenture Part of Indenture. Except as expressly set forth herein, this Second Supplemental Indenture shall not by implication
or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holders under the Indenture
or Notes and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Indenture or Notes, all of which are ratified and affirmed in all respects and shall continue in full force and
effect. This Second Supplemental Indenture shall apply to and be effective only with respect to the provisions of the Indenture
or Notes specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Indenture,
including the Guarantees contained therein, and Notes is hereby ratified and re-affirmed in all respects and shall continue in
full force and effect.


 


5.                 
No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders.
No director, owner, officer, employee, incorporator or stockholder of the Issuer, the Guarantors or any of their Affiliates, as
such, shall have any liability for any obligations of the Issuer, the Guarantors or any of their Affiliates under the Notes, the
Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the New Notes.


 


6.                 
Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES (INCLUDING THE NEW NOTES) AND THE GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.


 






    	 



    	 



    

 


7.                 
Counterpart Originals. This Second Supplemental Indenture may be executed
in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this
Second Supplemental Indenture by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed
counterpart of this Second Supplemental Indenture.


 


8.                 
Headings. The headings of Sections hereof have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions
hereof.


 


9.                 
The Trustee. The recitals contained herein are made by the Issuer and
the Guarantors, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes
no representation as to the validity or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges,
indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference
and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second Supplemental Indenture.


 


[Signature Pages Follow]


 






    	 



    	 



    

 


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


 





 




 








	 	Very truly yours,	 
	 	 	 	 
	 	Company:	 
	 	 	 	 
	 	VECTOR GROUP LTD.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ J. Bryant Kirkland III	 
	 	Name: 	J. Bryant Kirkland III	 
	 	Title: 	Vice President, Chief Financial Officer and Treasurer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Guarantors:	 
	 	 	 	 
	 	VGR HOLDING LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ J. Bryant Kirkland III	 
	 	Name: 	J. Bryant Kirkland III	 
	 	Title: 	Vice President, Chief Financial Officer and Treasurer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	LIGGETT GROUP LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John R. Long 	 
	 	Name:	John R. Long	 
	 	Title:	Vice President, General Counsel and Secretary	 
	 	 	 	 
	 	 	 	 
	 	LIGGETT VECTOR BRANDS LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John R. Long	 
	 	Name: 	John R. Long	 
	 	Title: 	Vice President and General Counsel	 


 












    	 



    	 



    

  





	 	VECTOR RESEARCH LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Nicholas P. Anson	 
	 	Name: 	Nicholas P. Anson	 
	 	Title: 	Vice President, Treasurer and

 Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	VECTOR TOBACCO INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Nicholas P. Anson	 
	 	Name: 	Nicholas P. Anson	 
	 	Title: 	Vice President of Finance, Treasurer and

 Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	LIGGETT & MYERS HOLDINGS INC.	 
	 	 	 	 
	 	 	 	 
	 	By: /	s/ J. Bryant Kirkland III	 
	 	Name: 	J. Bryant Kirkland III	 
	 	Title: 	Treasurer	 
	 	 	 	 
	 	 	 	 
	 	100 MAPLE LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John R. Long	 
	 	Name:	John R. Long	 
	 	Title:
     	Secretary	 
	 	 	 	 
	 	 	 	 
	 	V.T. AVIATION LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Nicholas
P. Anson	 
	 	Name:.	Nicholas
    P. Anson	 
	 	Title: 	Vice President of Finance, Treasurer and

 Chief Financial Officer	 


 


 














    	 



    	 



    







	 	 	 	 
	 	VGR AVIATION LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Nicholas P. Anson	 
	 	Name: 	Nicholas P. Anson	 
	 	Title: 	Vice President of Finance, Treasurer and

 Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	EVE HOLDINGS INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ J. Bryant Kirkland III	 
	 	Name: 	J. Bryant Kirkland III	 
	 	Title: 	Vice President and Treasurer	 
	 	 	 	 
	 	 	 	 
	 	ACCOMMODATIONS ACQUISITION CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ J. Bryant Kirkland III	 
	 	Name: 	J. Bryant Kirkland III	 
	 	Title: 	Vice President and Treasurer	 
	 	 	 	 
	 	 	 	 
	 	ZOOM E-CIGS LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Nicholas P. Anson	 
	 	Name: 	Nicholas P. Anson	 
	 	Title: 	Vice President and Treasurer	 







  






    	 



    	 



    

 





Trustee:


 


U.S.
BANK NATIONAL ASSOCIATION


 


 


 


By:  /s/ Joshua A. Hahn__________


Name:Joshua A. Hahn


Title: Authorized Signatory