THIRD LETTER AMENDMENT

Exhibit 99.1

THIRD LETTER AMENDMENT

Dated as of September 15, 2007

Deutsche Bank Trust Company Americas,
   as Administrative Agent under the
   Credit Agreement referred to below
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re: Xxxxx & Xxxxx Company Credit Facility

Ladies and Gentlemen:

     Reference is made to the Amended and Restated Credit Agreement dated as of April 14, 2006 (the “Original Credit Agreement”) by and among Xxxxx & Xxxxx Company (the “Borrower”), the guarantors named therein, Deutsche Bank Trust Company Americas, as administrative agent (the “Administrative Agent”), the financial institutions identified therein as lender parties (the “Lender Parties”), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger, as amended by that certain First Letter Amendment dated as of June 16, 2006 and that certain Second Letter Amendment dated as of February 16, 2007 (the Original Credit Agreement, as so amended, the “Credit Agreement”), by and among the Borrower, the guarantors named therein, the Administrative Agent and the other parties named therein. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.

     It is hereby agreed by you and us as follows:

     1. Amendment to Credit Agreements. The Credit Agreement is hereby amended as follows:

     (a) The reference to “September 30, 2007” set forth in Section 2.06(e)(ii) is hereby deleted and a reference to “March 31, 2008” is hereby substituted therefor.

     (b) The reference to “Section 5.02(e)(v)(B)” set forth in clause (ii) of Section 5.01(s) is hereby deleted and a reference to “Section 5.02(e)(v)” is hereby substituted therefor.

     2. Effectiveness of Amendment. This Third Letter Amendment (this “Amendment”) shall become effective as of the date first above written solely when (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment, and (ii) all fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the date hereof shall have been paid in full.

     3. Ratification. The Credit Agreement, as amended hereby, the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

     4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an

executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page is intentionally blank.]

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     This Amendment constitutes a Loan Document and shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours, XXXXX & XXXXX COMPANY, as Borrower
	By	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Chief Executive Officer and President

(Signatures continued on next page)

Agreed as of the date first above written:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and a Lender
By		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Director
By		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Director

(Signatures continued on next page)

KEYBANK, NATIONAL ASSOCIATION,
as a Lender
By		/s/ Xxxxxx X. Xxxx
		Name:		Xxxxxx X. Xxxx
		Title:		Senior Vice President

(Signatures continued on next page)

JPMORGAN CHASE BANK, N.A.,
as a Lender
By		/s/ Xxxxx X. XxXxxx
		Name:		Xxxxx X. XxXxxx
		Title:		Vice President

(Signatures continued on next page)

CITIZENS BANK,
as a Lender
By		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President

(Signatures continued on next page)

CONSENT

Dated as of September 15, 2007

     Each of the undersigned, as a Guarantor under the Guaranty set forth in Article VIII of the Amended and Restated Credit Agreement dated as of April 14, 2006, as amended by a certain First Letter Amendment dated as of June 16, 2006 and a certain Second Letter Amendment dated as of February 16, 2007, in favor of the Administrative Agent, for its benefit and the benefit of the Lender Parties party to the Credit Agreement referred to in the foregoing Third Letter Amendment, hereby consents to such Third Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Third Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

	XXXXX & XXXXX AFFILIATES, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX MANAGEMENT SERVICES, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX OF ARIZONA, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer

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	XXXXX & XXXXX ASSET SERVICES COMPANY
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX CONSULTING SERVICES COMPANY
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX INSTITUTIONAL PROPERTIES, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX OF MICHIGAN, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer

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	XXXXX & XXXXX MORTGAGE GROUP, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX OF NEVADA, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX NEW-YORK, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX ADVISERS OF CALIFORNIA, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer

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	XXXXX & XXXXX SOUTHEAST PARTNERS, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	HSM INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	WM. X. XXXXX/XXXXX & XXXXX INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXXXXX HOSPITALITY INTERNATIONAL, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer

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	XXXXXXXX SECURITIES, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer
	XXXXX & XXXXX MANAGEMENT SERVICES OF MICHIGAN, INC.
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President and Chief Accounting Officer

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