Exhibit 10.1
 Credit Agreement
 Dated as of  June 30, 2011
 among
 McMoRan Exploration Co.,  As Parent ,
 McMoRan Oil & Gas LLC,  as Borrower,
 JPMorgan Chase Bank, N.A.,  as Administrative Agent,
 Toronto Dominion (New York) LLC,  as Syndication Agent ,
 BNP Paribas,  As Documentation Agent,
 and
 The Lenders Party Hereto
 Sole Lead Arranger and Sole Book runner
 J.P. Morgan Securities LLC




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TABLE OF CONTENTS
 Page
 ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
 Section 1.01 Terms Defined Above
    
    
    1Section 1.02 Certain Defined Terms
    
    
    1Section 1.03 Types of Loans and Borrowings
    
    
    20Section 1.04 Terms Generally; Rules of Construction
    
    
    20Section 1.05 Accounting Terms and Determinations; GAAP
    
    
    21ARTICLE IITHE CREDITSSection 2.01 Commitments
    
    
    21Section 2.02 Loans and Borrowings
    
    
    21Section 2.03 Requests for Borrowings
    
    
    22Section 2.04 Interest Elections
    
    
    23Section 2.05 Funding of Borrowings
    
    
    24Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts
    
    
    24Section 2.07 Borrowing Base
    
    
    25Section 2.08 Letters of Credit
    
    
    27Section 2.09 Incremental Revolving Commitments
    
    
    31ARTICLE IIIPAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEESSection 3.01 Repayment of Loans
    
    
    32Section 3.02 Interest
    
    
    32Section 3.03 Alternate Rate of Interest
    
    
    33Section 3.04 Prepayments
    
    
    33Section 3.05 Fees
    
    
    34ARTICLE IVPAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFSSection 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    35Section 4.02 Presumption of Payment by the Borrower
    
    
    36Section 4.03 Certain Deductions by the Administrative Agent
    
    
    36Section 4.04 Disposition of Proceeds
    
    
    36ARTICLE VINCREASED COSTS; BREAK FUNDING PAYMENTS; TAXESSection 5.01 Increased Costs
    
    
    37Section 5.02 Break Funding Payments
    
    
    38Section 5.03 Taxes
    
    
    38
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Section 5.04 Designation of Different Lending Office
    
    
    40Section 5.05 Replacement of Lenders
    
    
    40Section 5.06 Defaulting Lenders
    
    
    41ARTICLE VICONDITIONS PRECEDENTSection 6.01 Effective Date
    
    
    42Section 6.02 Each Credit Event
    
    
    44ARTICLE VIIREPRESENTATIONS AND WARRANTIESSection 7.01 Organization; Powers
    
    
    46Section 7.02 Authority; Enforceability
    
    
    46Section 7.03 Approvals; No Conflicts
    
    
    46Section 7.04 Financial Condition; No Material Adverse Change
    
    
    46Section 7.05 Litigation
    
    
    47Section 7.06 Environmental Matters
    
    
    47Section 7.07 Compliance with the Laws and Agreements; No Defaults
    
    
    48Section 7.08 Investment Company Act
    
    
    48Section 7.09 Taxes
    
    
    48Section 7.10 ERISA
    
    
    48Section 7.11 Disclosure; No Material Misstatements
    
    
    49Section 7.12 Insurance
    
    
    50Section 7.13 Restriction on Liens
    
    
    50Section 7.14 Subsidiaries
    
    
    50Section 7.15 Location of Business and Offices
    
    
    50Section 7.16 Properties; Titles, Etc.
    
    
    51Section 7.17 Maintenance of Properties
    
    
    51Section 7.18 Gas Imbalances, Prepayments
    
    
    52Section 7.19 Marketing of Production
    
    
    52Section 7.20 Swap Agreements
    
    
    52Section 7.21 Use of Loans and Letters of Credit
    
    
    52Section 7.22 Solvency
    
    
    53ARTICLE VIIIAFFIRMATIVE COVENANTSSection 8.01 Financial Statements; Other Information
    
    
    53Section 8.02 Notices of Material Events
    
    
    55Section 8.03 Existence; Conduct of Business
    
    
    56Section 8.04 Payment of Obligations
    
    
    56Section 8.05 Performance of Obligations under Loan Documents
    
    
    56Section 8.06 Operation and Maintenance of Properties
    
    
    56Section 8.07 Insurance
    
    
    57Section 8.08 Books and Records; Inspection Rights
    
    
    57Section 8.09 Compliance with Laws
    
    
    57Section 8.10 Environmental Matters
    
    
    57Section 8.11 Further Assurances
    
    
    58
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Section 8.12 Reserve Reports
    
    
    59Section 8.13 Title Information
    
    
    60Section 8.14 Additional Collateral; Additional Guarantors
    
    
    60Section 8.15 ERISA Compliance
    
    
    61Section 8.16 Unrestricted Subsidiaries
    
    
    61Section 8.17 Marketing Activities
    
    
    62ARTICLE IXNEGATIVE COVENANTSSection 9.01 Financial Covenants
    
    
    62Section 9.02 Debt
    
    
    63Section 9.03 Liens
    
    
    64Section 9.04 Dividends, Distributions and Redemptions
    
    
    65Section 9.05 Investments, Loans and Advances
    
    
    66Section 9.06 Nature of Business; International Operations
    
    
    67Section 9.07 Proceeds of Notes
    
    
    67Section 9.08 ERISA Compliance
    
    
    67Section 9.09 Sale or Discount of Receivables
    
    
    68Section 9.10 Mergers, Etc.
    
    
    68Section 9.11 Sale of Properties
    
    
    69Section 9.12 Environmental Matters
    
    
    69Section 9.13 Transactions with Affiliates
    
    
    69Section 9.14 Subsidiaries
    
    
    70Section 9.15 Negative Pledge Agreements; Dividend Restrictions
    
    
    70Section 9.16 Gas Imbalances, Take-or-Pay or Other Prepayments
    
    
    70Section 9.17 Swap Agreements
    
    
    70Section 9.18 P&A Escrow Agreement
    
    
    71Section 9.19 Unrestricted Subsidiaries
    
    
    71ARTICLE XEVENTS OF DEFAULT; REMEDIESSection 10.01 Events of Default
    
    
    71Section 10.02 Remedies
    
    
    73ARTICLE XITHE ADMINISTRATIVE AGENTSection 11.01 Appointment; Powers
    
    
    74Section 11.02 Duties and Obligations of Administrative Agent
    
    
    74Section 11.03 Action by Administrative Agent
    
    
    75Section 11.04 Reliance by Administrative Agent
    
    
    76Section 11.05 Subagents
    
    
    76Section 11.06 Resignation of Administrative Agent
    
    
    76Section 11.07 Agents as Lenders
    
    
    76Section 11.08 No Reliance
    
    
    77Section 11.09 Administrative Agent May File Proofs of Claim
    
    
    77Section 11.10 Authority of Administrative Agent to Release Collateral and Liens
    
    
    78Section 11.11 The Arrangers and the Agents
    
    
    78
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ARTICLE XIIMISCELLANEOUSSection 12.01 Notices
    
    
    78Section 12.02 Waivers; Amendments
    
    
    79Section 12.03 Expenses, Indemnity; Damage Waiver
    
    
    80Section 12.04 Successors and Assigns
    
    
    82Section 12.05 Survival; Revival; Reinstatement
    
    
    85Section 12.06 Counterparts; Integration; Effectiveness
    
    
    86Section 12.07 Severability
    
    
    86Section 12.08 Right of Setoff
    
    
    86Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
    
    
    86Section 12.10 Headings
    
    
    87Section 12.11 Confidentiality
    
    
    88Section 12.12 Interest Rate Limitation
    
    
    88Section 12.13 Collateral Matters; Swap Agreements
    
    
    89Section 12.14 No Third Party Beneficiaries
    
    
    89Section 12.15 Acknowledgements
    
    
    89Section 12.16 EXCULPATION PROVISIONS
    
    
    89Section 12.17 USA Patriot Act Notice
    
    
    90
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ANNEXES, EXHIBITS AND SCHEDULES
 Annex I
    
    List of Maximum Credit AmountsExhibit A
    
    Form of NoteExhibit B
    
    Form of Borrowing RequestExhibit C
    
    Form of Interest Election RequestExhibit D
    
    Form of Compliance CertificateExhibit E
    
    Form of Legal Opinion of Jones Walker, special counsel to the BorrowerExhibit F-1
    
    Security InstrumentsExhibit F-2
    
    Form of Guaranty and Collateral AgreementExhibit G
    
    Form of Assignment and AssumptionExhibit H
    
    Form of Exemption CertificateExhibit I
    
    Form of Increased Facility Activation NoticeExhibit J
    
    Form of New Lender SupplementExhibit K
    
    Form of Mortgage Release CertificateSchedule 1.02
    
    Existing Letters of CreditSchedule 7.05
    
    LitigationSchedule 7.10(d)
    
    ERISA PlanSchedule 7.10(f)
    
    Under-funded ERISA PlanSchedule 7.12
    
    InsuranceSchedule 7.14
    
    SubsidiariesSchedule 7.16
    
    Title ExceptionsSchedule 7.18
    
    Gas ImbalancesSchedule 7.19
    
    Marketing ContractsSchedule 7.20
    
    Swap AgreementsSchedule 9.02
    
    Existing DebtSchedule 9.03
    
    Existing LiensSchedule 9.05
    
    Investments
 v




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THIS CREDIT AGREEMENT Parent Borrower JPMorgan Administrative Agent Syndication Agent Documentation Agent
  ARTICLE I
Definitions and Accounting Matters
 Terms Defined Above
 Certain Defined Terms
 ABR
 Adjusted LIBO Rate
 Administrative Questionnaire
 Affiliate
 Agents
 Aggregate Maximum Credit Amounts
 Aggregated Subsidiaries
 Agreemen




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Alternate Base Rate 1 2
 Applicable Margin
 Borrowing 
Base Utilization Percentage
    
    Eurodollar
Loans
    
    ABR
Loans> 90%
    
    
    3.00
    %
    
    
    2.00
    %> 75% and < 90%
    
    
    2.75
    %
    
    
    1.75
    %> 50% and < 75%
    
    
    2.50
    %
    
    
    1.50
    %> 25% and < 50%
    
    
    2.25
    %
    
    
    1.25
    %< 25%
    
    
    2.00
    %
    
    
    1.00
    %
 provided Applicable Margin
 Applicable Percentage provided
 Approved Counterparty
 Approved Petroleum Engineers
 Arranger
 Assignee
 2




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Assignment and Assumption
 Availability Period
 Bankruptcy Event
 Board
 Borrowing
 Borrowing Base
 Borrowing Base Deficiency
 Borrowing Base Utilization Percentage
 Borrowing Request
 Business Day
 3




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Capital Leases
 Cash Management Services Agreement
 Casualty Event
 Change in Control
 Change in Law
 Code
 Commitment Commitments
 Commitment Fee Rate
 Conduit Lender provided
 4




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provided further
 Consolidated Net Income Reference
Period
 Consolidated Subsidiaries
 5




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Control Controlling Controlled
 Credit Party
 Debt
 Default
 Defaulting Lender
 6




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Disqualified Capital Stock
 dollars
 Domestic Subsidiary
 EBITDAX
 Effective Date
 Engineering Reports
 Environmental Laws OPA CERCLA RCRA hazardous substance release threatened release solid
waste disposal disposed oil and gas waste Section 91.1011 oil hazardous substance release solid waste disposal
 7




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oil and gas waste
 Equity Interests
 Equity Issuance
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar
 Event of Default
 Excepted Liens
 8




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Excluded Taxes
 9




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Existing 2014 Notes
 Existing Convertible Notes 1 4
 Existing Credit Agreement
 Existing Letters of Credit
 FATCA
 Federal Funds Effective Rate
 Financial Officer
 Financial Statements
 Foreign Subsidiary
 GAAP
 Governmental Authority
 10




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Governmental Requirement
 Guarantors
 (a)
    
    the Parent;(b)
    
    K-Mc Venture I LLC, a Delaware limited liability company;(c)
    
    Freeport Canadian Exploration Company, a Delaware corporation;(d)
    
    McMoRan International Inc., a Delaware corporation;(e)
    
    McMoRan Gulf Properties LLC, a Delaware limited liability company;(f)
    
    McMoRan Offshore LLC, a Delaware limited liability company; and(e)
    
    each other Domestic Subsidiary which is a Wholly-Owned Subsidiary that
guarantees the Indebtedness pursuant to Section 8.14(b).
 Guaranty Agreement
 Highest Lawful Rate
 Hydrocarbon Interests
 Hydrocarbons
 Increased Facility Activation Notice
 Increased Facility Closing Date
 11




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Indebtedness
 Indemnified Taxes
 Initial Reserve Report
 Interest Election Request
 Interest Payment Date
 Interest Period
 Interim Redetermination
 Interim Redetermination Date
 Investment
 12




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Issuing Bank  Issuing Bank
 LC Commitment
 LC Disbursement
 LC Exposure
 Lenders provided
 Lender Parent
 Letter of Credit
 Letter of Credit Agreements
 LIBO Rate LIBO Rate
 13




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Lien Lien
 Loan Documents
 Loan Party
 Loans
 Majority Lenders
 Material Adverse Effect
 Material Indebtedness
 Maturity Date Early Maturity Date
 Maximum Credit Amount
 Moodys
 14




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Mortgaged Property
 Multiemployer Plan
 New Borrowing Base Notice
 Newfield
 New Lender
 New Lender Supplement
 Non-Recourse Debt
 Non-U.S. Lender
 Notes
 Oil and Gas Properties
 15




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Other Taxes
 P&A Escrow Agreement
 Parent Loan
 Participant
 Participant Register
 PBGC
 Pension Act
 Permitted Additional Debt provided
 Permitted Refinancing Debt new
Debt Refinanced Debt
 16




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Person
 Plan
 Prime Rate
 Prohibited Transaction
 Property
 Proposed Borrowing Base
 Proposed Borrowing Base Notice
 Redemption Redeem
 Redetermination Date
 Register
 Regulation D
 17




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Related Parties
 Remedial Work
 Required Lenders
 Reserve Report st st
 Responsible Officer
 Restricted Payment
 Restricted Subsidiary
 Revolving Credit Exposure
 Scheduled Redetermination
 Scheduled Redetermination Date
 SEC
 Securities Act
 Security Instruments
 18




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Significant Subsidiary
 S&P
 Statutory Reserve Rate
 Subsidiary Subsidiary
 Swap Agreement
 Swap PV
 Swap Termination Value
 19




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Synthetic Leases
 Taxes
 Termination Date
 Total Debt
 Transactions
 Transferee
 Type
 Unrestricted Subsidiary
 Wholly-Owned Subsidiary
 Withholding Agent
 Types of Loans and Borrowings Eurodollar
Loan Eurodollar Borrowing
 Terms Generally; Rules of Construction
 20




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Accounting Terms and Determinations; GAAP provided
 ARTICLE II
The Credits
 Commitments
 Loans and Borrowings
 Borrowings; Several Obligations
 Types of Loans
 21




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Minimum Amounts; Limitation on Number of Borrowings
 Notes
 Requests for Borrowings
     pro form
  22




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Interest Elections
 Conversion and Continuance
 Interest Election Requests
 Information in Interest Election Requests
      23




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Notice to Lenders by the Administrative Agent
 Effect of Failure to Deliver Timely Interest Election Request and Events of Default
and Borrowing Base Deficiencies on Interest Election
 Funding of Borrowings
 Funding by Lenders
 Presumption of Funding by the Lenders
 Termination and Reduction of Aggregate Maximum Credit Amounts
 Scheduled Termination of Commitments
 24




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Optional Termination and Reduction of Aggregate Maximum Credit Amounts
   Borrowing Base
 Borrowing Base
  Scheduled and Interim Redeterminations Scheduled Redetermination Interim Redetermination
 Scheduled and Interim Redetermination Procedure
 Engineering Reports Proposed
Borrowing Base
 25




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Proposed Borrowing Base Notice
    Effectiveness of a Redetermined Borrowing Base New Borrowing Base Notice
 26




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Letters of Credit
 General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
     27




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pro forma
   Expiration Date
 Participations
 Reimbursement
 28




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mutatis mutandis
 Obligations Absolute
 Disbursement Procedures
 29




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Interim Interest
 Replacement of the Issuing Bank
 Cash Collateralization
 30




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Incremental Revolving Commitments.
  New Lender Supplement New Lender
  31




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ARTICLE III
Payments of Principal and Interest; Prepayments; Fees
 Repayment of Loans
 Interest
 ABR Loans
 Eurodollar Loans
 Post-Default Rate Rate
 Interest Payment Dates
 Interest Rate Computations
 32




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Alternate Rate of Interest
    Prepayments
 Optional Prepayments
 Notice and Terms of Optional Prepayment
 Mandatory Prepayments
   33




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No Premium or Penalty
 Fees
 Commitment Fees
 Letter of Credit Fees
 34




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Administrative Agent Fees
 ARTICLE IV
Payments; Pro Rata Treatment; Sharing of Set-offs
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Payments by the Borrower
 Application of Insufficient Payments first second third fourth fifth
 Sharing of Payments by Lenders
 35




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Presumption of Payment by the Borrower
 Certain Deductions by the Administrative Agent
 Disposition of Proceeds
 36




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ARTICLE V
Increased Costs; Break Funding Payments; Taxes
 Increased Costs
 Eurodollar Changes in Law
    Capital Requirements
 Certificates
 Effect of Failure or Delay in Requesting Compensation
 37




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Dodd-Frank Act
  Break Funding Payments
  Taxes
    38




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IRS Non-U.S. Lender
  39




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provided
  Designation of Different Lending Office
 Replacement of Lenders
 40




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Defaulting Lenders
   provided
     41




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ARTICLE VI

Conditions Precedent
 Effective Date
  42




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43




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;
      Each Credit Event
 44




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45




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ARTICLE VII

Representations and Warranties
  Organization; Powers
 Authority; Enforceability
 Approvals; No Conflicts
 Financial Condition; No Material Adverse Change
    46




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Litigation
   Environmental Matters
      47




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Compliance with the Laws and Agreements; No Defaults
    Investment Company Act
 Taxes
 ERISA
   48




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Disclosure; No Material Misstatements
 49




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Insurance
 Restriction on Liens
 Subsidiaries
 Location of Business and Offices
 50




---



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Properties; Titles, Etc
      Maintenance of Properties
 51




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Gas Imbalances, Prepayments
 Marketing of Production
 Swap Agreements
 Use of Loans and Letters of Credit
 52




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Solvency
 ARTICLE VIII

Affirmative Covenants
  Financial Statements; Other Information
 Annual Financial Statements
 Quarterly Financial Statements
 Certificate of Financial Officer  Compliance
 53




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Certificate of Financial Officer  Swap Agreements
 Certificate of Financial Officer  Consolidating Information
 Certificate of Insurer  Insurance Coverage
 Other Accounting Reports
 SEC and Other Filings; Reports to Shareholders
 Notices Under Material Instruments
 Lists of Purchasers
 54




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Notice of Sales of Oil and Gas Properties
 Notice of Casualty Events
 Information Regarding Borrower and Guarantors
 Production Report and Lease Operating Statements
 Notices Relating to the P&A Escrow Agreement
 Patriot Act
 Other Requested Information
 Notices of Material Events
   55




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Existence; Conduct of Business
 Payment of Obligations
 Performance of Obligations under Loan Documents
 Operation and Maintenance of Properties
  56




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Insurance
 Books and Records; Inspection Rights
 Compliance with Laws
 Environmental Matters
  57




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, Remedial
Work
   Further Assurances
  58




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Reserve Reports
    59




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Title Information
    Additional Collateral; Additional Guarantors
  60




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ERISA Compliance
 61




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Unrestricted Subsidiaries
    Marketing Activities
 ARTICLE IX
Negative Covenants
  Financial Covenants
 Ratio of Total Debt to EBITDAX
 Current Ratio
 62




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Debt
          63




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provided multiplied by
     Liens
      64




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Dividends, Distributions and Redemptions
  provided
 65




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Investments, Loans and Advances
        venture
   66




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Nature of Business; International Operations
 Proceeds of Notes
 ERISA Compliance
   67




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Sale or Discount of Receivables
 Mergers, Etc
 68




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Sale of Properties
 Environmental Matters
 Transactions with Affiliates
 69




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Subsidiaries
 Negative Pledge Agreements; Dividend Restrictions
 Gas Imbalances, Take-or-Pay or Other Prepayments
 Swap Agreements
  70




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provided
  P&A Escrow Agreement
 Unrestricted Subsidiaries
 ARTICLE X
Events of Default; Remedies
 Events of Default Event of Default
   71




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72




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Remedies
  73




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first
 second
 third
 fourth
 fifth
 sixth
 seventh
 ARTICLE XI
The Administrative Agent
 Appointment; Powers
 Duties and Obligations of Administrative Agent
 74




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Action by Administrative Agent.
 75




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Reliance by Administrative Agent
 Subagents
 Resignation of Administrative Agent
 Agents as Lenders
 76




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No Reliance
 Administrative Agent May File Proofs of Claim
     77




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Authority of Administrative Agent to Release Collateral and Liens
      The Arrangers and the Agents
 ARTICLE XII
Miscellaneous
 Notices
  78




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Waivers; Amendments
   79




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Expenses, Indemnity; Damage Waiver.
  80




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INDEMNITEE
 81




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Successors and Assigns
  Assignee
 82




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Approved Fund
  Register
 83




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Participant Participant
Register
  84




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provided however
  Survival; Revival; Reinstatement
   85




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Counterparts; Integration; Effectiveness
    Severability
 Right of Setoff
 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
  86




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Headings
 87




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Confidentiality
   Interest Rate Limitation provided
 88




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Collateral Matters; Swap Agreements pro rata
 No Third Party Beneficiaries
 Acknowledgements
   Section 12.16 EXCULPATION PROVISIONS
 EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND AGREES THAT
 89




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IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY
INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT;
THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS
PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE
OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT
RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE
PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER
PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT
WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR
KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT CONSPICUOUS.
 USA Patriot Act Notice Act
  90




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BORROWER:
    MCMORAN OIL & GAS LLCBy:
    /s/ Kathleen L. QuirkKathleen L. Quirk, Vice PresidentPARENT:
    MCMORAN EXPLORATION CO.By:
    /s/ Kathleen L. QuirkKathleen L. Quirk, Senior VicePresident & Treasurer Signature Page
Credit Agreement




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ADMINISTRATIVE AGENT:
    JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a LenderBy:
    /s/ Ronald DierkerName:
    Ronald DierkerTitle:
    Managing Director Signature Page
Credit Agreement




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SYNDICATION AGENT:
    TORONTO DOMINION (NEW YORK) LLC, as Syndication Agent and as a LenderBy:
    /s/ Debbi L. BritoName:
    Debbi L. BritoTitle:
    Authorized Signatory Signature Page
Credit Agreement




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DOCUMENTATION AGENTS:
    BNP PARIBAS, as Documentation Agent and as a LenderBy:
    /s/ Doug LiftmanName:
    Doug LiftmanTitle:
    Managing DirectorBy:
    /s/ Rick HawthorneName:
    Rick HawthorneTitle: Signature Page
Credit Agreement




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LENDER:
    CAPITAL ONE, N.A., as a LenderBy:
    /s/ Matthew L. MoleroName:
    Matthew L. MoleroTitle:
    Vice President Signature Page
Credit Agreement




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LENDER:
    U.S. BANK NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Daria MahoneyName:
    Daria MahoneyTitle:
    Vice President Signature Page
Credit Agreement