Fee Letter



 EXHIBIT 10.2 
 Bank of America, N.A. 
 1600 John F. Kennedy Boulevard 
 4 Penn Center, Suite 1100 
 Philadelphia, PA
19103 
 Banc of America Securities LLC 
 214 North Tryon Street, 17th & 18th Floors

 Charlotte, NC 28255 
 March 15, 2007

 StoneMor Operating LLC 
 155 Rittenhouse Circle 
 Bristol, Pennsylvania 19007 
 Attention: William Shane, President 

$65,000,000 Senior Secured Credit Facility 
 Bill:

 This letter (the “Fee Letter”) is delivered to you in connection with the Commitment Letter of even date herewith (together with
Summary of Terms attached thereto, the “Commitment Letter”) among you, Bank of America, N.A. (“Bank of America”) and Banc of America Securities LLC (“BAS”) regarding the
arrangement, underwriting and syndication of senior secured credit facilities in an initial aggregate maximum principal amount of $65,000,000 (the “Senior Credit Facilities”). Unless otherwise defined herein, capitalized
terms shall have the same meanings as specified therefor in the Commitment Letter. In connection with, and in consideration of the agreements contained in the Commitment Letter, you agree with Bank of America and BAS as follows: 
 1. ARRANGEMENT FEE. You will pay to BAS, for its own account, a fee (the
“Arrangement Fee”) of $350,000. Such Arrangement Fee shall be for the structuring and syndication of the Senior Credit Facilities and shall be payable as follows (a) $175,000 upon execution of the Commitment Letter, and
(b) $175,000 on the Closing Date. 
 UPFRONT FEES. You
will pay to BAS, for the account of the Lenders (including Bank of America), fees (the “Upfront Fees”) of (a) 0.35% of the aggregate maximum principal amount of the Senior Credit Facilities rolled over from the existing
senior credit facility and (b) 1.00% of the aggregate maximum principal amount of the Senior Credit Facilities in excess of the amount rolled over from the existing senior credit facility (including, at the time of any increase in the maximum
principal amount of any Senior Credit Facility, 1.00% of the amount of any such increase). Such Upfront Fees shall be for the Lenders’ participation in the Senior Credit Facilities and shall be payable in full upon the Closing Date (other than
as to any increase, which Upfront Fees will be paid on the date of any such increase). 
 3. ADMINISTRATIVE
AGENCY FEE. You will pay an annual administrative agent fee of the greater of (a) $25,000 or (b) $5,000 per Lender, to Bank of America, for its own account as
Administrative Agent for the Lenders under the Senior Credit Facilities, annually in advance on the Closing Date and on each anniversary thereof, until the Senior Credit Facilities are terminated in full. 







 4. LETTER OF CREDIT FRONTING
FEE. You will pay to the Fronting Bank for its own account a fronting fee equal to 0.125% per annum of the amount available to be drawn under such Letter of Credit, payable quarterly in arrears. 

All of the fees described above in this letter agreement shall be fully earned upon becoming due and payable in accordance with the terms hereof,
shall be nonrefundable for any reason whatsoever and shall be in addition to any other fees, costs and expenses payable pursuant to the Commitment Letter or the definitive documentation for the Senior Credit Facilities. Bank of America reserves the
right to allocate, in whole or in part, to BAS certain fees payable to Bank of America hereunder in such manner as Bank of America and BAS shall agree in their sole discretion. 
 Your obligation to pay the foregoing fees will not be subject to counterclaim or setoff for, or be otherwise affected by, any claim or dispute you may
have. 
 [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
  

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 If the foregoing is in accordance with your understanding, please sign and return this Fee Letter to us.

  

			
	 Very truly yours,

	
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 



	 Name:
	 	Kenneth G. Wood
	 Title:
	 	Senior Vice President
	
	 BANC OF AMERICA SECURITIES LLC

		
	 By:
	 	 



	 Name:
	 	Robert C. Megan
	 Title:
	 	 Managing Director



  

			
	 ACCEPTED AND AGREED TO

	 AS OF THE DATE FIRST ABOVE WRITTEN:

	
	STONEMOR OPERATING LLC
		
	 By:
	 	 /s/ William R. Shane

	 Name:
	 	William R. Shane
	 Title:
	 	Executive Vice President and Chief Financial Officer

  

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