StoneMor 10-Q 2007 Q2 Quarterly report

Exhibit 10.8

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, 17^th & 18^th Floors

Charlotte, NC 28255

June 21, 2007

StoneMor Operating LLC

155 Rittenhouse Circle

Bristol, Pennsylvania 19007

Attention: William Shane, President

Re: Extension of Commitment Letter

Dear Bill:

You have requested that we extend the expiration date of our commitment letter dated March 15, 2007, as previously extended by an extension letter dated May 31, 2007 (as so extended, the “Commitment Letter”), pursuant to which Bank of America, N.A. and Banc of America Securities LLC (collectively, “Bank of America”) advised you of their commitment to arrange for you a $65,000,000 Senior Secured Credit Facility (the “Facility”). Subject to all of the terms and conditions set forth in the Commitment Letter (other than the expiration date), Bank of America hereby agrees to extend the expiration of the Commitment Letter to July 31, 2007.

If you are in agreement with the foregoing, please execute the enclosed copy of this letter no later than 5:00 p.m. on June 25, 2007. The Commitment Letter shall terminate if this letter is not so accepted by you prior to that time. Following acceptance by you, the Commitment Letter shall expire at 5:00 p.m. on July 31, 2007, unless the Facility is closed by such time.

Very truly yours,
BANK OF AMERICA, N.A.
By:	/s/ Kenneth G. Wood
	Kenneth G. Wood, Senior Vice President
BANC OF AMERICA SECURITIES LLC
By:	/s/ Robert C. Megan
	Robert C. Megan, Managing Director

EXTENSION ACCEPTED AND AGREED TO

THIS 21st DAY OF JUNE, 2007:

STONEMOR OPERATING LLC
By:	/s/ William R. Shane
	William R. Shane, Executive Vice President