ELEVENTH SUPPLEMENTAL INDENTURE

Exhibit 4.12

ELEVENTH SUPPLEMENTAL INDENTURE

dated as of November 21, 2012

among

Xxxxxxx-Xxxxxx, Inc.,

Xxxxxxx-Xxxxxx Holdings, Inc.,

The Released Entity Party Hereto,

The Guarantors Party Hereto

and

Wilmington Trust, National Association

as Trustee

_________________________

8.750% Senior Notes due 2019

THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 21, 2012, among Xxxxxxx-Xxxxxx, Inc., a Delaware corporation (the “Company”), NWLACDFI-Southern Oaks, LLC, a Delaware limited liability company (the “Released Entity”), the Guarantors (as defined in the Indenture referred to below), Xxxxxxx-Xxxxxx Holdings, Inc., a Delaware corporation, as the Parent Guarantor (the “Parent Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and Wilmington Trust FSB, as trustee, entered into the Indenture, dated as of April 1, 2011 (the “Indenture”), relating to the Company's 8.750% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Trustee succeeded Wilmington Trust FSB, as trustee under the Indenture as of July 1, 2011, pursuant to the provisions of Section 7.09 of the Indenture;

WHEREAS, Section 10.09 of the Indenture provides that under certain circumstances the Guaranty (as defined in the Indenture) of a Released Entity will terminate;

WHEREAS, the Company and the Released Entity have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;

WHEREAS, the Company, the Released Entity, the Parent Guarantor and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the terms and conditions set forth herein and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects; and

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

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.The Guaranty of each Released Entity named above is hereby terminated pursuant to Section 10.09 of the Indenture.

Section 3.This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Released Entity.

1

Section 6.This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

2

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

	Xxxxxxx-Xxxxxx, Inc., as Company
	By:	/s/ XXXXXX XXXXXX
		Name:	Xxxxxx Xxxxxx
		Title:	Chief Financial Officer

	Xxxxxxx-Xxxxxx Holdings, Inc., as Parent Guarantor
	By:	/s/ XXXXXX XXXXXX
		Name:	Xxxxxx Xxxxxx
		Title:	Chief Financial Officer

	Each of the Guarantors named in Exhibit A hereto
	By:	/s/ XXXXX X. XXXXXXXXXXX
		Name:	Xxxxx X. Xxxxxxxxxxx
		Title:	Vice President

	NWLACDFI-Southern Oaks, LLC, as Released Entity
	By:	/s/ XXXXX X. XXXXXXXXXXX
		Name:	Xxxxx X. Xxxxxxxxxxx
		Title:	Vice President

	Wilmington Trust, National Association as Trustee
	By:	/s/ XXXX XXXXXXXXX
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President

[Supplemental Indenture Signature Page]

Exhibit A

Guarantors

Xxxxxxx-Xxxxxx Properties, Ltd., a Delaware corporation

Xxxxxxx-Xxxxxx Property Services, Inc., a Delaware corporation

Xxxxxxx-Xxxxxx Property Services II, Inc., a Delaware corporation

Xxxxxxx Xxxxxx Property Services III, L.P., a Delaware limited partnership

Xxxxxxx-Xxxxxx Property Equity, Inc., a Delaware corporation

Xxxxxxx-Xxxxxx Property Equity II, Inc., a Delaware corporation

Xxxxxxx-Xxxxxx Property Special Equity, Inc., a Delaware corporation

Xxxxxxx-Xxxxxx Property Special Equity II, Inc., a Delaware corporation

Xxxxxxx-Xxxxxx Property Special Equity III, LLC, a Delaware limited liability company

K-W Properties, a California corporation

Xxxxxxx Xxxxxx Property Services III GP, LLC, a Delaware limited liability company

KW BASGF II Manager, LLC, a Delaware limited liability company

KWF Investors I, LLC, a Delaware limited liability company

KWF Investors II, LLC, a Delaware limited liability company

KWF Investors III, LLC, a Delaware limited liability company

KWF Manager I, LLC, a Delaware limited liability company

KWF Manager II, LLC, a Delaware limited liability company

KWF Manager III, LLC, a Delaware limited liability company

Xxxxxxx Xxxxxx Overseas Investments, Inc., a Delaware corporation

Fairways 340 Corp., a Delaware corporation

KW - Richmond, LLC, a Delaware limited liability company

SG KW Venture I Manager LLC, a Delaware limited liability company

KW Loan Partners I LLC, a Delaware limited liability company

KW Loan Partners II LLC, a California limited liability company

KW Summer House Manager, LLC, a Delaware limited liability company

KW Montclair, LLC, a Delaware limited liability company

KW Blossom Hill Manager, LLC, a Delaware limited liability company

KW Serenade Manager, LLC, a Delaware limited liability company

X-X Xxxxxxxx Inc., a California corporation

XX Xxxxxxx Manager, LLC, a Delaware limited liability company

Xxxxxxxxxx Ranch Aina LLC, a Delaware limited liability company

68-540 Xxxxxxxxxx, LLC, a Delaware limited liability company

XX Xxxxxxxxxx Aina LLC, a Delaware limited liability company

Xxxxxxx Xxxxxx Fund Management Group, LLC, a California limited liability company

Xxxxxxx-Xxxxxx International, a California corporation

Xxxxxxx-Xxxxxx Tech, Ltd., a California corporation

KWP Financial I, a California corporation

Xxxxxxx Xxxxxx Auction Group Inc., a California corporation

Xxxxxx-Xxxxxx Properties, LTD., an Illinois corporation

KWF Manager IV, LLC, a Delaware limited liability company

KWF Manager V, LLC, a Delaware limited liability company

KW Ireland, LLC, a Delaware limited liability company

Xxxxxxx Xxxxxx Property Equity IV, LLC, a Delaware limited liability company

KW Residential Group, Inc., a California corporation

KWF Fund IV - Kohanaiki, LLC, a Delaware limited liability company

KW Telstar Partners, LLC, a Delaware limited liability company

KWF Investors IV, LLC, a Delaware limited liability company

KWF Investors V, LLC, a Delaware limited liability company

Xxxxxx Research, LLC, a Delaware limited liability company

XX Xxxxxxxx, LLC, a Delaware limited liability company

Santa Xxxxx Land Partners Manager, LLC, a Delaware limited liability company

KW Investment Adviser, LLC, a Delaware limited liability company

Xxxxxxx-Xxxxxx Capital, a California Corporation

KW Captowers Partners, LLC, a Delaware limited liability company

KW Four Points, LLC, a Delaware limited liability company

KW Loan Partners VII, LLC, a Delaware limited liability company