<PAGE>   1





                        [CANADIAN TERM CREDIT AGREEMENT]


================================================================================


                                CREDIT AGREEMENT

                           dated as of March 20, 2001

                                      among

                        TOM BROWN RESOURCES FUNDING CORP.

                            THE LENDERS PARTY HERETO,

                         THE OTHER AGENTS PARTY HERETO,

                            THE BANK OF NOVA SCOTIA,
                         as Canadian Syndication Agent,

                           THE TORONTO-DOMINION BANK,
                        as Canadian Documentation Agent,

                       THE CHASE MANHATTAN BANK OF CANADA,
                        as Canadian Administrative Agent

                                       and

                            THE CHASE MANHATTAN BANK,
                         as Global Administrative Agent



                 JP MORGAN, A DIVISION OF CHASE SECURITIES INC.,
                      as Sole Bookrunner and Lead Arranger


================================================================================

<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I             Definitions.................................................................................1
         1.1.         Defined Terms...............................................................................1
         1.2.         Classification of Loans....................................................................19
         1.3.         Terms Generally............................................................................19
         1.4.         U.S. Credit Agreement Definitions..........................................................19

ARTICLE II            The Term Loan..............................................................................20
         2.1.         Commitments................................................................................20
         2.2.         The Loans..................................................................................20
         2.3.         Request for the Loan.......................................................................20
         2.4.         [Intentionally omitted]....................................................................21
         2.5.         Funding of the Loans.......................................................................21
         2.6.         Interest Elections.........................................................................22
         2.7.         Global Borrowing Base......................................................................23
         2.8.         Termination of Commitments.................................................................25
         2.9.         Repayment of Loans; Evidence of Indebtedness...............................................25
         2.10.        Prepayment of Loans........................................................................26
         2.11.        [Intentionally omitted]....................................................................26
         2.12.        Interest...................................................................................26
         2.13.        Alternate Rate of Interest.................................................................27
         2.14.        Illegality.................................................................................28
         2.15.        Increased Costs............................................................................29
         2.16.        Break Funding Payments.....................................................................30
         2.17.        Taxes......................................................................................30
         2.18.        Payments Generally; Pro Rata Treatment; Sharing of Set-offs................................32
         2.19.        Mitigation Obligations; Replacement of Lenders.............................................34
         2.20.        Currency Conversion and Currency Indemnity.................................................34

ARTICLE III           Representations and Warranties.............................................................35
         3.1.         Corporate Existence........................................................................36
         3.2.         Special Purpose Vehicle....................................................................36
         3.3.         [Intentionally omitted]....................................................................36
         3.4.         No Breach..................................................................................36
         3.5.         Authority..................................................................................36
         3.6.         Approvals..................................................................................36
         3.7.         Use of Proceeds............................................................................36
         3.8.         [Intentionally omitted]....................................................................37
         3.9.         [Intentionally omitted]....................................................................37
         3.10.        Properties, etc............................................................................37
         3.11.        No Material Misstatements..................................................................37
         3.12.        Investment Company Act.....................................................................37
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
         3.13.        Public Utility Holding Company Act.........................................................37
         3.14.        Subsidiaries...............................................................................37
         3.15.        Location of Business and Offices...........................................................37
         3.16.        Defaults...................................................................................37
         3.17.        Unfunded Pension Liabilities...............................................................38
         3.18.        Compliance with the Law....................................................................38
         3.19.        Representations and Warranties in U.S. Credit Agreement....................................38

ARTICLE IV            Conditions.................................................................................38
         4.1.         Conditions Precedent.......................................................................38
         4.2.         Additional Conditions Precedent............................................................41

ARTICLE V             Affirmative Covenants......................................................................41
         5.1.         Reporting Requirements.....................................................................42
         5.2.         Litigation.................................................................................42
         5.3.         Maintenance, Etc...........................................................................42
         5.4.         Further Assurances.........................................................................43
         5.5.         Performance of Obligations.................................................................43
         5.6.         Covenants in the Parent Guaranty...........................................................43
         5.7.         Obligations to Cure........................................................................43

ARTICLE VI            [NOT USED].................................................................................43

ARTICLE VII           Negative Covenants.........................................................................43
         7.1.         Nature of Business.........................................................................44
         7.2.         Liens......................................................................................44
         7.3.         Proceeds of Loans..........................................................................44
         7.4.         Transactions with Affiliates...............................................................44
         7.5.         Subsidiaries...............................................................................44

ARTICLE VIII          Events of Default..........................................................................44
         8.1.         Listing of Events of Default...............................................................44
         8.2.         Action if Bankruptcy.......................................................................46
         8.3.         Action if Other Event of Default...........................................................46

ARTICLE IX            Agents.....................................................................................47

ARTICLE X             Miscellaneous..............................................................................49
         10.1.        Notices....................................................................................49
         10.2.        Waivers; Amendments........................................................................51
         10.3.        Expenses; Indemnity; Damage Waiver.........................................................52
         10.4.        Successors and Assigns.....................................................................54
         10.5.        Survival...................................................................................56
         10.6.        Counterparts; Effectiveness................................................................57
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
         10.7.        Severability...............................................................................57
         10.8.        Right of Setoff............................................................................57
         10.9.        GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.................................57
         10.10.       WAIVER OF JURY TRIAL.......................................................................58
         10.11.       Headings...................................................................................59
         10.12.       Confidentiality............................................................................59
         10.13.       Interest Rate Limitation...................................................................60
         10.14.       Collateral Matters; Hedging Agreements; Overdraft Facility.................................61
         10.15.       Arranger; Canadian Documentation Agent; Canadian Syndication Agent;
                      Other Agents...............................................................................61
         10.16.       Intercreditor Agreement; Security Documents................................................62
         10.17.       NO ORAL AGREEMENTS.........................................................................62
</TABLE>




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<PAGE>   5



                             EXHIBITS AND SCHEDULES

EXHIBITS:

Exhibit A-1         Form of Legal Opinion of Stewart McKelvey Stirling Scales
Exhibit A-2         Form of Legal Opinion of Vinson & Elkins L.L.P.
Exhibit B           [Intentionally omitted]
Exhibit C           Form of Compliance Certificate
Exhibit D           Form of Assignment and Acceptance
Exhibit E-1         Form of Borrowing Request
Exhibit E-2         Form of Interest Election Request
Exhibit F           Form of Pledge Agreement
Exhibit G           Form of Parent Guaranty


SCHEDULES:

Schedule 2.1        Commitments




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                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of March 20, 2001, is among TOM BROWN
RESOURCES FUNDING CORP., a Nova Scotia unlimited liability company (the
"Borrower"), the LENDERS party hereto, the other Agents party hereto, THE BANK
OF NOVA SCOTIA, as Canadian Syndication Agent, THE TORONTO-DOMINION BANK, as
Canadian Documentation Agent, THE CHASE MANHATTAN BANK OF CANADA, as Canadian
Administrative Agent and THE CHASE MANHATTAN BANK, as Global Administrative
Agent.

         The parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

         SECTION 1.1. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Interest Period, refers to whether
such Interest Period bears interest at a rate determined by reference to the
Alternate Base Rate.

         "Adjusted LIBO Rate" means, with respect to any Eurocurrency Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Canadian Administrative Agent.

         "Affiliate" of any Person means (i) any Person directly or indirectly
controlled by, controlling or under common control with such first Person, (ii)
any director or officer of such first Person or of any Person referred to in
clause (i) above and (iii) if any Person in clause (i) above is an individual,
any member of the immediate family (including parents, spouse and children) of
such individual and any trust whose principal beneficiary is such individual or
one or more members of such immediate family and any Person who is controlled by
any such member or trust. For purposes of this definition, any Person which owns
directly or indirectly 10% or more of the securities having ordinary voting
power for the election of directors or other governing body of a corporation or
10% or more of the partnership or other ownership interests of any other Person
(other than as a limited partner of such other Person) will be deemed to
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") such corporation or other Person.

         "Agents" means each of the Global Administrative Agent, the Canadian
Administrative Agent, the Canadian Syndication Agent, the Canadian Documentation
Agent, each Managing Agent and the Co-Agent.

         "Agreed Currency" is defined in Section 2.20(a).



<PAGE>   7



         "Agreement" means this Credit Agreement, as it may be amended,
supplemented, restated or otherwise modified and in effect from time to time.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively. If for any reason
the Global Administrative Agent shall have determined (which determination shall
be conclusive and binding, absent manifest error) that it is unable to ascertain
the Federal Funds Effective Rate for any reason, including, without limitation,
the inability or failure of the Global Administrative Agent to obtain sufficient
bids or publications in accordance with the terms hereof, the Alternate Base
Rate shall be the Prime Rate until the circumstances giving rise to such
inability no longer exist.

         "Applicable Lending Office" means, for each Lender and for each Type of
Interest Period, such office of such Lender (or of an Affiliate of such Lender)
as such Lender may from time to time specify in writing to the Global
Administrative Agent, the Canadian Administrative Agent and the Borrower as the
office by which its Interest Period of such Type are to be made and/or issued
and maintained.

         "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Loans represented by the Loan then held by such Lender.

         "Applicable Rate" means, for any day and with respect to any
Eurocurrency Interest Period or any ABR Interest Period hereunder, as the case
may be, the applicable rate per annum set forth below under the caption
"Eurocurrency Interest Period" or "ABR Interest Period", as the case may be,
based on the Global Borrowing Base Utilization on such date.


<TABLE>
<CAPTION>
                                      Eurocurrency          ABR Interest
      Global Borrowing Base       Interest Period (in     Period (in basis
          Utilization:               basis points)             points)
      ---------------------       -------------------     ----------------
<S>                               <C>                     <C>
Less than 25%                            112.5                  12.5

25% or greater and less
than 33%                                 125.0                  25.0

33% or greater and less
than 50%                                 137.5                  37.5

50% or greater and less
than 75%                                 150.0                  50.0

75% or greater                           162.5                  62.5
</TABLE>



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         For purposes of the foregoing, any change in the Applicable Rate will
occur automatically without prior notice upon any change in the Global Borrowing
Base Utilization. Each change in the Applicable Rate shall apply during the
period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change.

         "Approved Engineer" means (a) Ryder Scott Petroleum Engineers, (b)
Gilbert, Laustsen & Jung Associates, Ltd., or (c) such other firm of independent
petroleum engineers expert in the matters required to be performed in connection
with the preparation and delivery or auditing of a Reserve Report and reasonably
satisfactory to the Global Administrative Agent.

         "Arranger" means JP Morgan, a Division of Chase Securities Inc.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.4), and accepted by the Global Administrative Agent and
the Canadian Administrative Agent, in substantially the form of Exhibit D or any
other form approved by the Global Administrative Agent and the Canadian
Administrative Agent.

         "Authorized Officer" means, with respect to the Borrower, the Chairman,
the President, any Vice President or the Treasurer of the Borrower or any other
officer of the Borrower specified as such to the Canadian Administrative Agent
in writing by any of the aforementioned officers of the Borrower or by
resolution from the board of directors of the Borrower or, with respect to the
Parent, the Chairman, the President, any Vice President or the Treasurer of the
Parent or any other officer of the Parent specified as such to the Global
Administrative Agent in writing by any of the aforementioned officers of the
Parent or by resolution from the board of directors of the Parent.

         "Bankruptcy and Insolvency Act (Canada)" means, collectively, the
Bankruptcy and Insolvency Act (Canada) and the Companies' Creditor Arrangement
Act (Canada), each as amended from time to time and any similar statute of
Canada or any province thereof.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" has the meaning given to such term in the preamble.

         "Borrowing Base Properties" means those Oil and Gas Properties owned by
the Parent or its Subsidiaries that are given value in the determination of the
then current Global Borrowing Base.

         "Borrowing Request" means a request by the Borrower for the Loan in
accordance with Section 2.3, in substantially the form of Exhibit E-1 or any
other form approved by the Canadian Administrative Agent and the Global
Administrative Agent.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided


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that, when used in connection with a Eurocurrency Interest Period, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

         "Canadian Administrative Agent" means The Chase Manhattan Bank of
Canada, in its capacity as Canadian administrative agent for the lenders party
to each of this Agreement and the Canadian Revolving Credit Agreement and any
successor thereto.

         "Canadian Borrowers" means (i) the Borrower under this Agreement and
(ii) the Canadian Revolving Borrowers under the Canadian Revolving Credit
Agreement.

         "Canadian Documentation Agent" means The Toronto-Dominion Bank, in its
capacity as Canadian documentation agent for the lenders party to each of this
Agreement and the Canadian Revolving Credit Agreement and any successor thereto.

         "Canadian Dollars" or "C$" refers to lawful money of Canada.

         "Canadian Lien Searches" means central and local current searches (for
certainty, excluding real property searches) for Liens for the province of Nova
Scotia, and such other jurisdictions as the Global Administrative Agent may
request, covering each Loan Party.

         "Canadian Revolving Borrowers" means TBRL and the Borrower, as
borrowers under the Canadian Revolving Credit Agreement.

         "Canadian Revolving Commitment" means, with respect to each Canadian
Revolving Lender, the "Commitment" of such Canadian Revolving Lender (as defined
in the Canadian Revolving Credit Agreement). The initial aggregate amount of the
Canadian Revolving Commitments is U.S.$55,000,000.

         "Canadian Revolving Credit Agreement" means that certain Credit
Agreement of even date herewith among the Canadian Revolving Borrowers, the
Canadian Revolving Lenders, the other agents party thereto, the Global
Administrative Agent, the Canadian Administrative Agent, the Canadian
Syndication Agent and the Canadian Documentation Agent, as it may be amended,
supplemented, restated or otherwise modified and in effect from time to time.

         "Canadian Revolving Lenders" means the financial institutions from time
to time party to the Canadian Revolving Credit Agreement and their respective
successors and permitted assigns.

         "Canadian Revolving Loan Documents" means the Canadian Revolving Credit
Agreement, any guaranties, any security documents, any assignment agreements,
and the agreement with respect to fees, together with all exhibits, schedules
and attachments thereto, and all other agreements, documents, certificates,
financing statements and instruments from time to time executed and delivered
pursuant to or in connection with any of the foregoing.



                                        4

<PAGE>   10



         "Canadian Revolving Obligations" means, at any time, the Equivalent
Amount in U.S. Dollars of the sum of (a) the aggregate "Credit Exposure" (as
defined in the Canadian Revolving Credit Agreement) of the Canadian Revolving
Lenders under the Canadian Revolving Loan Documents plus (b) all accrued and
unpaid interest and fees owing to the Canadian Revolving Lenders under the
Canadian Revolving Loan Documents plus (c) all other obligations (monetary or
otherwise) of the Canadian Revolving Borrowers to any Canadian Revolving Lender
or the "Agents" (as defined in the Canadian Revolving Credit Agreement) under
the Canadian Revolving Credit Agreement, whether or not contingent, arising
under or in connection with any of the Canadian Revolving Loan Documents.

         "Canadian Syndication Agent" means The Bank of Nova Scotia, in its
capacity as Canadian syndication agent for the lenders party to each of this
Agreement and the Canadian Revolving Credit Agreement and any successor thereto.

         "Capital Lease Obligations" means, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.15(b), by any Applicable Lending Office of such Lender or
by such Lender's holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

         "Change of Control" means, except as permitted by the Parent Guaranty,
the Parent shall cease to own, directly or indirectly, 100% of the issued and
outstanding Equity Interests of the Borrower.

         "Closing Date" means the date of this Agreement.

         "Co-Agent" means Comerica Bank - Texas, in its capacity as co-agent for
the Lenders hereunder.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral" means any and all "Collateral", as defined in all of the
Security Documents.

         "Combined Credit Agreements" means this Agreement, the U.S. Credit
Agreement and the Canadian Revolving Credit Agreement.



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<PAGE>   11



         "Combined Credit Exposure" means the sum of (i) the Equivalent Amount
in U.S. Dollars of the aggregate Loans of the Lenders hereunder, (ii) the amount
in U.S. Dollars of the aggregate "Credit Exposure" (as defined in the U.S.
Credit Agreement), and (iii) the Equivalent Amount in U.S. Dollars of the
"Credit Exposure" (as defined in the Canadian Revolving Credit Agreement).

         "Combined Lenders" means the Lenders hereunder, the U.S. Lenders and
the Canadian Revolving Lenders.

         "Combined Loan Documents" means the Loan Documents, the U.S. Loan
Documents and the Canadian Revolving Loan Documents.

         "Combined Loans" means the loans made by the Combined Lenders to the
Parent and the Canadian Borrowers pursuant to the Combined Loan Documents.

         "Combined Obligations" means the aggregate of the Obligations, the U.S.
Obligations and the Canadian Revolving Obligations (without duplication of any
Hedging Obligations).

         "Combined Revolving Commitments" means the aggregate of (i) the
"Commitments" (as defined in the U.S. Credit Agreement) of the U.S. Lenders and
(ii) the Canadian Revolving Commitments. The initial aggregate amount of the
Combined Revolving Commitments is U.S.$130,000,000.

         "Combined Revolving Credit Exposure" means the sum of (i) the
Equivalent Amount in U.S. Dollars of the aggregate "Credit Exposure" (as defined
in the U.S. Credit Agreement) of the U.S. Lenders and (ii) the Equivalent Amount
in U.S. Dollars of the aggregate "Credit Exposure" (as defined in the Canadian
Revolving Credit Agreement) of the Canadian Revolving Lenders.

         "Combined Revolving Lenders" means (i) the Canadian Revolving Lenders
and (ii) the U.S. Lenders.

         "Combined Revolving Obligations" means the aggregate of the U.S.
Obligations and the Canadian Revolving Obligations (without duplication, of any
Hedging Obligations).

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make a Loan hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Loan hereunder. The amount of each Lender's
Commitment is set forth on Schedule 2.1. The aggregate amount of the Commitments
of the Lenders is U.S.$95,000,000.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Currency" means, with respect to any Interest Period, whether such
Interest Period is denominated in Canadian Dollars or U.S. Dollars.


                                        6

<PAGE>   12



         "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "Deficiency Notification Date" is defined in Section 2.7(f).

         "dollars" or "U.S. Dollars" or "$" or "U.S.$" refers to lawful money of
the United States of America.

         "Equity Interests" means shares of the capital stock, partnership
interests, membership interest in a limited liability company, beneficial
interests in a trust or other equity interests in the Borrower or any warrants,
options or other rights to acquire such interests.

         "Equivalent Amount" means as at any date the amount of Canadian Dollars
into which an amount of U.S. Dollars may be converted, or the amount of U.S.
Dollars into which an amount of Canadian Dollars may be converted, in either
case at The Bank of Canada mid-point noon spot rate of exchange for such date in
Toronto at approximately 12:00 noon, Toronto time on such date.

         "Eurocurrency", when used in reference to any Interest Period, refers
to whether such Interest Period bears interest at a rate determined by reference
to the Adjusted LIBO Rate.

         "Event of Default" has the meaning assigned to such term in Section
8.1.

         "Excepted Liens" means: (i) Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action and for which adequate reserves have been maintained
in accordance with GAAP, (ii) Liens in connection with workmen's compensation,
unemployment insurance or other social security, old age pension or public
liability obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP, (iii) operators', vendors', carriers', warehousemen's,
repairmen's, mechanics', workmen's, materialmen's, construction or other like
Liens arising by operation of law in the ordinary course of business or incident
to the exploration, development, operation and maintenance of Oil and Gas
Properties or statutory landlord's liens, each of which is in respect of
obligations that are not more than 90 days past due or which are being contested
in good faith by appropriate proceedings and for which adequate reserves have
been maintained in accordance with GAAP, (iv) any Liens reserved in leases or
farmout agreements for rent or royalties and for compliance with the terms of
the farmout agreements or leases in the case of leasehold estates, to the extent
that any such Lien referred to in this clause does not materially impair the use
of the Property covered by such Lien for the purposes for which such Property is
held by the Borrower or materially impair the value of such Property subject
thereto, (v) encumbrances (other than to secure the payment of borrowed money or
the deferred purchase price of Property or services), rights of first refusal,
easements, restrictions, servitudes, permits, conditions, covenants, exceptions
or reservations in any rights of way or other Property of the Borrower for the
purpose of roads, pipelines, transmission lines, transportation lines,
distribution lines for the removal of gas, oil, coal or other minerals or
timber, and other like purposes, or for the joint or common use of real estate,
rights of way, facilities and equipment, and


                                        7

<PAGE>   13



defects, irregularities, zoning restrictions and deficiencies in title of any
rights of way or other Property which in the aggregate do not materially impair
the use of such rights of way or other Property for the purposes of which such
rights of way and other Property are held by the Borrower or materially impair
the value of such Property subject thereto, (vi) deposits to secure the
performance of bids, trade contracts, surety and appeal bonds, and performance
bonds leases, statutory obligations and other obligations of a like nature
incurred in the ordinary course of business, (vii) reservations in original
grants from any Governmental Authority, (viii) Liens associated with judgments
not prohibited by Section 8.1(h), (ix) rights of any Governmental Authority to
terminate a lease and (x) Liens to secure intercompany Investments permitted by
Sections 7.3(h) or (i) of the U.S. Credit Agreement, provided that such a Lien
does not encumber any Oil and Gas Properties.

         "Excluded Taxes" means, with respect to any Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the federal, or any provincial, government of Canada (but
which, for greater certainty, shall not include any tax assessed pursuant to
Part XIII of the Income Tax Act (Canada)), or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its Applicable Lending Office is
located, (b) any branch profits taxes imposed by the federal, or any provincial,
government of Canada or any similar tax imposed by any other jurisdiction in
which the recipient is located, and (c) in the case of a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under Section 2.19(b)),
any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a
new Applicable Lending Office) or is attributable to such Foreign Lender's
failure to comply with Section 2.17(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new Applicable Lending Office (or assignment), to receive additional amounts
from the Borrower with respect to such withholding tax pursuant to Section
2.17(a).

         "Existing Credit Facilities" means (i) that certain Credit Agreement,
dated as of June 30, 2000, among the Parent, TBRL, The Chase Manhattan Bank as
administrative agent and the lenders party thereto, as amended by the First
Amendment to Credit Agreement dated November 20, 2000 and as further amended by
the Second Amendment to Credit Agreement dated January 11, 2001, (ii) that
certain Loan Note, dated January 11, 2001, between TBRL and The Chase Manhattan
Bank, Toronto Branch, and (iii) the Stellarton Credit Facility.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Global Administrative Agent from three Federal
funds brokers of recognized standing selected by it.



                                        8

<PAGE>   14



         "Financial Statements" means the financial statement or statements of
the Parent and its Consolidated Subsidiaries described or referred to in Section
3.2 of the U.S. Credit Agreement and in the Parent Guaranty.

         "Financing Transactions" means the execution, delivery and performance
by each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of the Loans and the use of the proceeds thereof.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the United States. For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States of America.

         "Global Administrative Agent" means The Chase Manhattan Bank, in its
capacity as global administrative agent for the Combined Lenders and its
successors.

         "Global Borrowing Base" means the "Global Borrowing Base" as determined
from time to time pursuant to Section 2.7.

         "Global Borrowing Base Deficiency" means the amount by which (a) the
Combined Credit Exposure exceeds (b) the then current Global Borrowing Base.

         "Global Borrowing Base Designation Notice" is defined in Section
2.7(b).

         "Global Borrowing Base Utilization" means, at the time of
determination, an amount (expressed as a percentage) equal to the quotient of
(i) the Combined Credit Exposure divided by (ii) the Global Borrowing Base.

         "Global Effective Date" means a date agreed upon by the Parent and the
Global Administrative Agent as the date on which the conditions specified in
Section 4.1 of each Combined Credit Agreement are satisfied (or waived in
accordance with Section 10.2 of each Combined Credit Agreement).

         "Governmental Approval" means (a) any authorization, consent, approval,
license, ruling, permit, tariff, rate, certification, waiver, exemption, filing,
variance, claim, order, judgment or decree of, or with, (b) any required notice
to, (c) any declaration of or with, or (d) any registration by or with, any
Governmental Authority.

         "Governmental Authority" means the government of the United States of
America, Canada, any other nation or any political subdivision thereof, whether
state, provincial, territorial or local,


                                        9

<PAGE>   15



and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.

         "Governmental Rule" means any statute, law, regulation, ordinance,
rule, judgment, order, decree, permit, concession, grant, franchise, license,
agreement, directive, requirement of, or other governmental restriction or any
similar binding form of decision of or determination by, or any binding
interpretation or administration of any of the foregoing by, any Governmental
Authority, whether now or hereafter in effect.

         "Guarantee" means a guarantee, an endorsement, a contingent agreement
to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness,
net worth, working capital or earnings of any Person or any production or
revenues generated by (or any capital or other expenditures incurred in
connection with the acquisition and exploitation of, exploration for,
development of or production from) any Hydrocarbons, or a guarantee of the
payment of dividends or other distributions upon the Equity Interests of any
Person, or an agreement to purchase, sell or lease (as lessee or lessor)
Property, products, materials, supplies or services primarily for the purpose of
enabling a debtor to make payment of such debtor's obligations or an agreement
to assure a creditor against loss, and including, without limitation, causing a
bank, surety company or other financial institution or similar entity to issue a
letter of credit, surety bond or other similar instrument for the benefit of
another Person, but excluding endorsements for collection or deposit in the
ordinary course of business. The terms "Guarantee" and "Guaranteed" used as a
verb shall have a correlative meaning.

         "Hedging Agreements" means any commodity, interest rate or currency
swap, cap, floor, collar, forward agreement or other exchange or protection
agreements or any option with respect to any such transaction.

         "Hedging Obligations" means, with respect to any Person, all
liabilities (including but not limited to obligations and liabilities arising in
connection with or as a result of early or premature termination of a Hedging
Agreement, whether or not occurring as a result of a default thereunder) of such
Person under a Hedging Agreement.

         "Highest Lawful Rate" is defined in Section 10.13.

         "Hydrocarbon Interests" means all rights, titles and interests in and
to oil and gas leases, oil, gas and mineral leases, other Hydrocarbon leases,
mineral interests, mineral servitudes, overriding royalty interests, royalty
interests, net profits interests, Production Payments, and other similar
interests.

         "Hydrocarbons" means, collectively, oil, gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate and all other liquid or
gaseous hydrocarbons and related minerals and all products therefrom, in each
case whether in a natural or a processed state.



                                       10

<PAGE>   16



         "Indebtedness" means, for any Person the sum of the following (without
duplication): (i) all obligations of such Person for borrowed money or evidenced
by bonds, debentures, notes or other similar instruments, (ii) all obligations
of such Person (whether contingent or otherwise) in respect of bankers'
acceptances, letters of credit, surety or other bonds and similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
Property or services (other than for borrowed money), (iv) all Capital Lease
Obligations, (v) all obligations under operating leases which require such
Person or its Affiliate to make payments over the term of such lease, including
payments at termination, based on the purchase price or appraisal value of the
Property subject to such lease plus a marginal interest rate, and used primarily
as a financing vehicle for, or to monetize, such Property, (vi) all Indebtedness
(as described in the other clauses of this definition) and other obligations of
others secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person, (vii) all Indebtedness (as described in
the other clauses of this definition) and other obligations of others Guaranteed
by such Person or in which such Person otherwise assures a creditor against loss
of the debtor or obligations of others, (viii) all obligations or undertakings
of such Person to maintain or cause to be maintained the financial position or
covenants of others or to purchase the Indebtedness or Property of others, (ix)
obligations to deliver goods or services, including, without limitation,
Hydrocarbons and the forward sale of Hydrocarbons, in consideration of advance
payments, (x) obligations to pay for goods or services whether or not such goods
or services are actually received or utilized by such Person which are more than
90 days past due, (xi) the undischarged balance of any Production Payment
created by such Person or for the creation of which such Person directly or
indirectly received payment, to the extent such Production Payment would be
reflected on a consolidated balance sheet of such Person and (xii) Net
Liabilities in respect of Hedging Obligations.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitee" is defined in Section 10.3(b).

         "Intercreditor Agreement" means that certain Intercreditor Agreement
dated as of even date herewith, by and among the Global Administrative Agent,
the U.S. Syndication Agent, the U.S. Documentation Agent, the Canadian
Administrative Agent, the Canadian Syndication Agent, the Canadian Documentation
Agent, each Managing Agent, the Co-Agent and the Combined Lenders, as amended,
supplemented, restated or otherwise modified from time to time in accordance
with the Combined Loan Documents.

         "Interest Election Request" means a request by the Borrower to convert
or continue an Interest Period in accordance with Section 2.6, in substantially
the form of Exhibit E-2 or any other form approved by the Global Administrative
Agent and the Canadian Administrative Agent.

         "Interest Payment Date" means (a) with respect to any ABR Interest
Period, the last day of each March, June, September and December, and (b) with
respect to any Eurocurrency Interest Period, the last day of such Interest
Period and, in the case of a Eurocurrency Interest Period of more than three (3)
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three (3) months' duration after the first day of such
Interest Period.


                                       11

<PAGE>   17



         "Interest Period" means (a) with respect to any Eurocurrency Interest
Period, the period commencing on the either of the Global Effective Date or
thereafter the date of the conversion or continuation of the preceding Interest
Period and ending on the numerically corresponding day, or, with the consent of
the Global Administrative Agent and the Canadian Administrative Agent, such
other day, in the calendar month that is three or six months (or, with the
consent of each Lender, nine or twelve months) thereafter, as the Borrower may
elect; provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period, and (iii) no Interest Period
may end later than the Maturity Date, and (b) with respect to any ABR Interest
Period, the day commencing on and including the earlier of the Global Effective
Date or the last preceding Interest Payment Date in respect of ABR Interest
Periods and ending on (but not including) the next succeeding Interest Payment
Date.

         "Judgment Currency" is defined in Section 2.20(b).

         "Lender Affiliate" means, with respect to any Lender, (i) an Affiliate
of such Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender and with respect to any Lender that is a fund which invests in bank loans
and similar extensions of credit, any other fund that invests in bank loans and
similar extensions of credit and is managed by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.

         "Lenders" means the Persons listed on Schedule 2.1 and any other Person
that shall have become a party to this Agreement pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

         "LIBO Rate" means, with respect to any Eurocurrency Interest Period,
the rate appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Global Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
Toronto time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in a particular Currency with a maturity
comparable to such Interest Period, and if quotations would normally be given by
leading banks on more than one day, the rate will be determined on the last of
those days. In the event that such rate is not available at such time for any
reason, then the "LIBO Rate" with respect to such Eurocurrency Interest Period
shall be the rate at which deposits of the Equivalent Amount of U.S.$5,000,000
of such Currency and for a maturity comparable to such Interest Period are
offered


                                       12

<PAGE>   18



by the principal London office of the Global Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

         "Lien" means any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and whether such
obligation or claim is fixed or contingent, and including but not limited to (i)
the lien, charge or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease,
consignment, bailment or margin account for security purposes or (ii) Production
Payments and the like which constitute Indebtedness, payable out of Oil and Gas
Properties. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting Property. For the
purposes of this Agreement, the Borrower shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement,
or leases under a financing lease or other arrangement pursuant to which title
to the Property has been retained by or vested in some other Person in a
transaction intended to create a financing.

         "Loan Document" means (a) this Agreement, the Security Documents, the
Intercreditor Agreement, the Hedging Agreements between the Borrower and any
Lender or any Affiliate of a Lender, the Borrowing Request and any Interest
Election Request, any Assignment and Acceptance, and (b) each other agreement,
document or instrument delivered by the Borrower or any other Person in
connection with this Agreement, as such may be amended from time to time.

         "Loan Parties" means the Parent and the Borrower.

         "Loan" means the term loans made by each Lender to the Borrower
pursuant to this Agreement or all of such Loans as the context requires.

         "Majority Lenders" means (i) prior to the time that the Combined
Revolving Commitments have been terminated and the Combined Revolving Credit
Exposure has been indefeasibly repaid in full in cash, the Combined Revolving
Lenders holding greater than or equal to 66-2/3% of the Combined Revolving
Commitments and (ii) after the Combined Revolving Commitments have been
terminated and the Combined Revolving Credit Exposure has been indefeasibly
repaid in full in cash, the Lenders holding greater than or equal to 66-2/3% of
the Loans outstanding under this Agreement.

         "Managing Agent" means National Bank of Canada, in its capacity as
managing agent for the Lenders hereunder and the Canadian Revolving Lenders, and
Christiania Bank OG Kreditkasse, ASA New York Branch, in its capacity as
managing agent for the U.S. Lenders.

         "Material Adverse Effect" means any material and adverse effect on (i)
the assets, liabilities, financial condition, business, operations or affairs of
the Parent and its Subsidiaries taken as a whole different from those reflected
in the Financial Statements or from the facts represented or warranted


                                       13

<PAGE>   19



in any Combined Loan Document, or (ii) the ability of the Parent and its
Subsidiaries taken as a whole to carry out their business as at the Closing Date
or as proposed as of the Closing Date to be conducted or meet their obligations
under the Combined Loan Documents on a timely basis.

         "Maturity Date" means March 21, 2006.

         "Net Liabilities" means, with respect to any Person, the net
mark-to-market value determined in accordance with GAAP.

         "New York City" means New York, New York.

         "Obligations" means (without duplication), at any time, the sum of (a)
the Loans of the Lenders under the Loan Documents plus (b) all accrued and
unpaid interest and fees owing to the Lenders under the Loan Documents plus (c)
all Hedging Obligations in connection with all Hedging Agreements between the
Borrower and any Lender or any Affiliate of a Lender plus (d) all other
obligations (monetary or otherwise) of the Borrower to any Lender or any Agent,
whether or not contingent, arising under or in connection with any of the Loan
Documents.

         "Oil and Gas Properties" means the Hydrocarbon Interests; the
Properties now or hereafter pooled or unitized with Hydrocarbon Interests; all
presently existing or future unitization, pooling agreements and declarations of
pooled units and the units created thereby (including without limitation all
units created under orders, regulations and rules of any Governmental Authority
having jurisdiction) which may affect all or any portion of the Hydrocarbon
Interests; all operating agreements, joint venture agreements, contracts and
other agreements which relate to any of the Hydrocarbon Interests or the
production, sale, purchase, exchange or processing of Hydrocarbons from or
attributable to such Hydrocarbon Interests; all Hydrocarbons in and under and
which may be produced and saved or attributable to the Hydrocarbon Interests,
the lands covered thereby and all oil in tanks and all rents, issues, profits,
proceeds, products, revenues and other incomes from or attributable to the
Hydrocarbon Interests; all tenements, profits a prendre, hereditaments,
appurtenances and Properties in anywise appertaining, belonging, affixed or
incidental to the Hydrocarbon Interests, Properties, rights, titles, interests
and estates described or referred to above, including any and all Property, real
or personal, now owned or hereinafter acquired and situated upon, used, held for
use or useful in connection with the operating, working or development of any of
such Hydrocarbon Interests or Property (excluding drilling rigs, automotive
equipment or other personal Property which may be on such premises for the
purpose of drilling a well or for other similar temporary uses) and including
any and all oil wells, gas wells, water wells, injection wells or other wells,
buildings, structures, fuel separators, liquid extraction plants, plant
compressors, pumps, pumping units, field gathering systems, tanks and tank
batteries, fixtures, valves, fittings, machinery and parts, engines, boilers,
meters, apparatus, equipment, appliances, tools, implements, cables, wires,
towers, casing, tubing and rods, surface leases, rights-of-way, easements and
servitudes together with all additions, substitutions, replacements, accessions
and attachments to any and all of the foregoing.



                                       14

<PAGE>   20



         "Organic Documents" means, relative to any Person, its articles of
organization, association, formation or incorporation (or comparable document),
its by-laws, memorandum of association or operating agreement and all
partnership agreements, limited liability company or operating agreements and
similar arrangements applicable to ownership.

         "Other Currency" is defined in Section 2.20(a).

         "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

         "Overdraft Facility" is defined in Section 7.1(i) of the U.S. Credit
Agreement.

         "Parent" means Tom Brown, Inc., a Delaware corporation.

         "Parent Guaranty" means a Guaranty by the Parent delivered pursuant to
Section 4.1(a) in favor of the Global Administrative Agent, substantially in the
form of Exhibit G, as amended, supplemented, restated or otherwise modified from
time to time in accordance with the terms of this Agreement and the other Loan
Documents.

         "Participant" is defined in Section 10.4(e).

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Pledge Agreement" means the Pledge Agreement made by the Parent
pursuant to Section 4.1(c) dated as of the Closing Date, substantially in the
form of Exhibit F, as amended, supplemented, restated or otherwise modified from
time to time in accordance with the Loan Documents.

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by the Global Administrative Agent as its prime rate in effect
at its principal office in New York City or Toronto, Canada. Without notice to
the Borrower or any other Person, the Prime Rate shall change automatically from
time to time as and in the amount by which said prime rate shall fluctuate. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. The Global Administrative Agent may
make commercial loans and other loans at rates of interest at, above or below
the Prime Rate. For purposes of this Agreement, any change in the Alternate Base
Rate due to a change in the Prime Rate shall be effective on the date such
change in the Prime Rate is announced.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.



                                       15

<PAGE>   21



         "Register" has the meaning set forth in Section 10.4(c).

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "Required Lenders" means Combined Lenders holding Loans and Combined
Revolving Commitments (or Combined Revolving Credit Exposure, as applicable) in
the aggregate greater than 50% of the sum of (i) the aggregate unpaid principal
amount of the Equivalent Amount in U.S. Dollars of the Loans and (ii) the
aggregate Combined Revolving Commitments under the Combined Loan Documents, or,
if the Combined Revolving Commitments have been terminated, the aggregate
Combined Revolving Credit Exposure under the Combined Loan Documents.

         "Reserve Report" means any Reserve Report(s) delivered pursuant to
Section 2.7 of the U.S. Credit Agreement or Section 2.7 hereof, in form and
substance reasonably satisfactory to the Global Administrative Agent, prepared
at the sole cost and expense of the Parent by (i) an Approved Engineer or (ii)
the Parent's chief petroleum engineer and reviewed by an Approved Engineer, in
each case, for which the Approved Engineer shall certify, in writing, that such
Reserve Report was prepared in accordance with the normal and customary methods
and procedures used by such Approved Engineer for evaluating oil and gas
reserves. Each Reserve Report shall evaluate the Proven Reserves and probable
reserves attributable to the Oil and Gas Properties owned directly by the Parent
and/or its Subsidiaries, as of the immediately preceding December 31 or the date
requested by the Global Administrative Agent as provided in Section 5.7(b). Each
Reserve Report shall set forth volumes, projections of the future rate of
production, Hydrocarbons prices, escalation rates, discount rate assumptions,
and net proceeds of production, present value of the net proceeds of production,
operating expenses and capital expenditures, in each case based upon updated
economic assumptions reasonably acceptable to the Global Administrative Agent.

         "Revolving Borrowing Base" means an amount equal to the Global
Borrowing Base less the aggregate amount of the Loans outstanding under this
Agreement.

         "Revolving Borrowing Base Deficiency" means the amount by which (a) the
Combined Revolving Credit Exposure exceeds (b) the then current Revolving
Borrowing Base.

         "Security Documents" means the Pledge Agreement, the Parent Guaranty
and each other security agreement or other instrument or document executed and
delivered pursuant to Section 4.1 or pursuant to the Loan Documents to secure
any of the Obligations.

         "Solvent" means, with respect to any Person at any time, a condition
under which (a) the fair saleable value of such Person's assets is, on the date
of determination, greater than the total amount of such Person's liabilities
(including contingent and unliquidated liabilities) at such time; and (b) such
Person is able to pay all of its liabilities as such liabilities mature. For
purposes of this definition (i) the amount of a Person's contingent or
unliquidated liabilities at any time shall be that amount which, in light of all
the facts and circumstances then existing, represents the amount which


                                       16

<PAGE>   22



can reasonably be expected to become an actual or matured liability, (ii) the
"fair saleable value" of an asset shall be the amount which may be realized
within a reasonable time either through collection or sale of such asset at its
regular market value, and (iii) the "regular market value" of an asset shall be
the amount which a capable and diligent business person could obtain for such
asset from an interested buyer who is willing to purchase such asset under
ordinary selling conditions.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the applicable maximum reserve percentages (including
any basic, marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Global Administrative Agent is
subject with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to
Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
fundings and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

         "Stellarton" means Stellarton Energy Corporation, a corporation
organized under the laws of the Province of Alberta, Canada and which was
amalgamated with TBRL on January 31, 2001.

         "Stellarton Credit Facility" means that certain revolving credit
facility consisting of the following documents: (a) that certain accepted
Offering Letter from National Bank of Canada to Stellarton, dated April 12,
2000, as amended by (i) that certain Amendment to Offering Letter dated as of
April 12, 2000, dated as of August 4, 2000, by National Bank of Canada to
Stellarton, and (ii) that certain Amendment to Offering Letter dated as of April
12, 2000, dated as of November 6, 2000, by National Bank of Canada to
Stellarton, (b) that certain Fixed and Floating Charge Demand Debenture and
Negative Pledge, dated as of October 17, 1996, between Stellarton and National
Bank of Canada, and as supplemented by that certain First Supplemental Debenture
to the Debenture of Stellarton Energy Corporation, dated as of October 9, 1998,
between Stellarton and the National Bank of Canada, and (c) that certain Deposit
Agreement, dated as of October 17, 1996, by Stellarton in favor of National Bank
of Canada.

         "Subsidiary" means, with respect to any Person (the "parent") at any
date any corporation, limited liability company, partnership (limited or
general), association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. Unless otherwise indicated herein, each reference to the term
"Subsidiary" means a Subsidiary of the Parent.



                                       17

<PAGE>   23



         "Super Majority Lenders" means (i) prior to the time that the Combined
Revolving Commitments have been terminated and the Combined Revolving Credit
Exposure has been indefeasibly repaid in full in cash, the Combined Revolving
Lenders holding greater than or equal to 75% of the Combined Revolving
Commitments and (ii) after the Combined Revolving Commitments have been
terminated and the Combined Revolving Credit Exposure has been indefeasibly
repaid in full in cash, the Lenders holding greater than or equal to 75% of the
Loans.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "TBF Documents" means (i) the TBF/TBRL Funding Agreement, (ii) that
certain Subscription Agreement dated as of the Global Effective Date between
TBRL and the Parent, (iii) that certain Preferred Share Purchase Agreement dated
as of the Global Effective Date between the Borrower and the Parent and (iv)
that certain letter agreement between the Parent and the Borrower in respect of
its Guarantee of the obligations of the Borrower under the Combined Loan
Documents, each as amended, modified, supplemented, waived or replaced from time
to time.

         "TBF/TBRL Funding Agreement" means that certain Term Debenture issued
as of the Global Effective Date by TBRL to the Borrower and due March 20, 2021.

         "TBRL" means Tom Brown Resources Ltd., a corporation organized under
the laws of the Province of Alberta, Canada.

         "Toronto" means Toronto, Canada.

         "Type", when used in reference to any Interest Period, refers to
whether the rate of interest on such Interest Period is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

         "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

         "U.S. Commitment" means, with respect to each U.S. Lender, the
"Commitment" of such U.S. Lender (as defined in the U.S. Credit Agreement). The
initial aggregate amount of the U.S. Lenders' Commitments is U.S.$75,000,000.

         "U.S. Credit Agreement" means that certain Credit Agreement of even
date herewith among the Parent, the U.S. Lenders, BNP Paribas as the U.S.
Documentation Agent, U.S. Bank National Association as the U.S. Syndication
Agent, the other agents party thereto and the Global Administrative Agent, as it
may be amended, supplemented, restated or otherwise modified and in effect from
time to time.

         "U.S. Documentation Agent" means BNP Paribas, in its capacity as U.S.
documentation agent for the U.S. Lenders under the U.S. Credit Agreement and any
successor thereto.


                                       18

<PAGE>   24



         "U.S. Lenders" means the financial institutions from time to time party
to the U.S. Credit Agreement and their respective successors and permitted
assigns.

         "U.S. Loan Documents" means the U.S. Credit Agreement, any guaranties,
any security documents, any assignment agreements, and any agreement with
respect to fees, together with all exhibits, schedules and attachments thereto,
and all other agreements, documents, certificates, financing statements and
instruments from time to time executed and delivered pursuant to or in
connection with any of the foregoing.

         "U.S. Obligations" means, at any time, the Equivalent Amount in U.S.
Dollars of the sum of (a) the aggregate "Credit Exposure" (as defined in the
U.S. Credit Agreement) of the U.S. Lenders under the U.S. Loan Documents plus
(b) all accrued and unpaid interest and fees owing to the U.S. Lenders under the
U.S. Loan Documents plus (c) all other obligations (monetary or otherwise) of
the Parent to any U.S. Lender or the "Agents" (as defined in the U.S. Credit
Agreement) under the U.S. Credit Agreement, whether or not contingent, arising
under or in connection with any of the U.S. Loan Documents.

         "U.S. Syndication Agent" means U.S. Bank National Association, in its
capacity as U.S. syndication agent for the U.S. Lenders under the U.S. Credit
Agreement and any successor thereto.

         SECTION 1.2. Classification of Loans. For purposes of this Agreement,
Interest Periods may be classified and referred to by Type (e.g., a
"Eurocurrency Interest Period" or "ABR Interest Period").

         SECTION 1.3. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, provided such successors and assigns are permitted by the Loan
Documents, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, and (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement.

         SECTION 1.4. U.S. Credit Agreement Definitions. Unless the context
otherwise requires, capitalized terms used herein and not otherwise defined
shall have the meanings given to them in the U.S. Credit Agreement.



                                       19

<PAGE>   25



                                   ARTICLE II
                                  The Term Loan

         SECTION 2.1. Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make a Loan in Canadian Dollars to the Borrower on
the Global Effective Date in an aggregate principal amount equal to the
Equivalent Amount in U.S. Dollars of such Lender's Commitment; provided that the
aggregate amount of the Equivalent Amount in U.S. Dollars of the Loans of all
Lenders shall not exceed the lesser of (i) the Global Borrowing Base minus the
Revolving Borrowing Base then in effect and (ii) the aggregate amount of the
Commitments of the Lenders. The Borrower may not reborrow any Loan.

         SECTION 2.2. The Loans.

         (a) The Loans shall be made by the Lenders ratably in accordance with
their respective Applicable Percentages. The failure of any Lender to make its
Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make its
Loan as required.

         (b) Subject to Sections 2.13 and 2.14, the Loan made by each Lender may
be divided into various Interest Periods that bear interest based upon either
ABR or the Adjusted LIBO Rate, subject to the terms hereof. Each Lender at its
option may maintain any Eurocurrency Interest Period by causing any domestic or
foreign branch or Affiliate of such Lender to fund or maintain such Interest
Period; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay the Loan of such Lender in accordance with
the terms of this Agreement.

         (c) At the commencement of each Eurocurrency Interest Period, such
Interest Period shall be in an aggregate amount that is an integral multiple of
U.S.$1,000,000 or C$1,000,000 and not less than U.S.$1,000,000 or C$1,000,000,
as applicable (including any continuation or conversion of existing Interest
Periods). At the time that each ABR Interest Period is selected, such Interest
Period shall be in an aggregate amount that is an integral multiple of
U.S.$500,000 and not less than U.S.$500,000, as applicable (including any
continuation or conversion of existing Interest Periods). Interest Periods of
more than one Type may be outstanding at the same time; provided that there
shall not at any time be more than a total of five (5) Eurocurrency Interest
Periods outstanding.

         (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Eurocurrency Interest Period if such Interest Period would end after the
Maturity Date.

         SECTION 2.3. Request for the Loan. To request the Loan, the Borrower
shall notify the Global Administrative Agent and the Canadian Administrative
Agent of such request by telephone not later than 1:00 p.m., Toronto time, three
Business Days before the Global Effective Date. Such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Global Administrative Agent and the Canadian Administrative


                                       20

<PAGE>   26



Agent of a written Borrowing Request executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit E-1 or otherwise in a form
approved by the Global Administrative Agent and the Canadian Administrative
Agent. Such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.2:

                  (i) the aggregate amount of the requested Loan (which amount
         will be in the appropriate Currency as required pursuant to the last
         sentence of this Section 2.3);

                  (ii) the date of the Loan, which shall be the Global Effective
         Date;

                  (iii) whether the Interest Periods comprising the Loan are to
         be ABR or Eurocurrency; and

                  (iv) in the case of a Eurocurrency Interest Period, the
         duration, which shall be a period contemplated by the definition of the
         term "Interest Period".

Promptly following receipt of the Borrowing Request in accordance with this
Section, the Canadian Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan (which shall be made in
the appropriate Currency based on the currency being requested).

         SECTION 2.4. [Intentionally omitted].

         SECTION 2.5. Funding of the Loans.

         (a) Each Lender shall make the Loan to be made by it hereunder on the
Global Effective Date by wire transfer of immediately available funds by 2:00
p.m., Toronto time, to the account of the Global Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The Global
Administrative Agent will make the proceeds of such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Global Administrative Agent in New
York City.

         (b) Unless the Global Administrative Agent shall have received notice
from a Lender prior to the Global Effective Date that such Lender will not make
available to the Global Administrative Agent such Lender's share of the Loan,
the Global Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the Loan
available to the Global Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Global Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Global Administrative Agent, at (i) in the
case of such Lender, the greater of (A) the Federal Funds Effective Rate or (B)
a rate determined by the Global Administrative Agent in accordance with banking
industry rules on


                                       21

<PAGE>   27



interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to Loans made in such Borrowing. If such Lender pays such amount to
the Global Administrative Agent, then such amount shall constitute such Lender's
Loan.

         SECTION 2.6. Interest Elections.

         (a) The Interest Periods initially shall be of the Type specified in
the Borrowing Request and, in the case of a Eurocurrency Interest Period, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert any Interest Period to a different
Type or to continue such Interest Period and, in the case of a Eurocurrency
Interest Period, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may, subject to the requirements of Section 2.2(c), elect
different options with respect to different portions of the Loan, in which case
each such portion shall be allocated ratably among the Lenders holding the
Loans, and the Loans comprising each such portion shall be considered a separate
Interest Period.

         (b) To make an election to continue or convert an Interest Period, the
Borrower shall notify the Global Administrative Agent and the Canadian
Administrative Agent of such request by telephone (a) in the case of a
Eurocurrency Interest Period in U.S. Dollars, not later than 1:00 p.m., Toronto
time, three Business Days before the end of the current Interest Period in
respect thereof, (b) in the case of a Eurocurrency Interest Period in Canadian
Dollars, not later than 1:00 p.m., Toronto time, three Business Days before the
end of the current Interest Period in respect thereof or (c) in the case of an
ABR Interest Period, not later than 11:00 a.m., Toronto time, on the last day of
the current Interest Period. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Global Administrative Agent and the Canadian Administrative
Agent of a written Interest Election Request executed by an Authorized Officer
of the Borrower, substantially in the form of Exhibit E-2 or otherwise in a form
approved by the Global Administrative Agent and the Canadian Administrative
Agent.

         (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.2:

                  (i) the Interest Period to which such Interest Election
         Request applies and, if different options are being elected with
         respect to different portions thereof, the portions thereof to be
         allocated to each resulting Interest Period (in which case the
         information to be specified pursuant to clauses (iii) and (iv) below
         shall be specified for each resulting Interest Period);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Interest Period is to be an ABR or
         a Eurocurrency Interest Period; and



                                       22

<PAGE>   28



                  (iv) if the resulting Interest Period is a Eurocurrency
         Interest Period, the Interest Period to be applicable thereto after
         giving effect to such election, which shall be a period contemplated by
         the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Interest Period
but does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of three month's duration.

         (d) Promptly following receipt of an Interest Election Request, the
Global Administrative Agent shall advise each Lender of the details thereof and
of such Lender's portion of each resulting Interest Period.

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Interest Period prior to the end of the Interest
Period applicable thereto, then at the end of such Interest Period such Interest
Period shall be converted to or continued as a Eurocurrency Interest Period
having a duration of three months.

         SECTION 2.7. Global Borrowing Base.

         (a) Effectiveness. Notwithstanding anything to the contrary in this
Agreement, (i) for so long as any of the Combined Revolving Commitments are in
effect and/or any Combined Revolving Obligation is outstanding, the Global
Borrowing Base shall be determined in accordance with Section 2.7 of the U.S.
Credit Agreement and (ii) after the termination of the Combined Revolving
Commitments and the satisfaction in full of all Combined Revolving Obligations,
the Global Borrowing Base shall be determined in accordance with Section 2.7
hereof as set forth below.

         (b) Annual Scheduled Determinations of the Global Borrowing Base.
Promptly after January 1 of each calendar year (commencing January 1, 2002), and
in any event prior to March 1 of each calendar year, the Parent shall furnish to
the Global Administrative Agent and the Lenders a Reserve Report in form and
substance reasonably satisfactory to the Global Administrative Agent, which
report shall evaluate as of December 31 of the immediately preceding calendar
year the Proven Reserves attributable to the Oil and Gas Properties which the
Parent wishes to include in the Global Borrowing Base and a projection of the
rate of production and net operating income with respect thereto, as of such
date, together with additional data concerning pricing, hedging, operating costs
and quantities of production, and other information and engineering and
geological data as the Global Administrative Agent or any Lender may reasonably
request. Within 30 days after receipt of such report and information, the Global
Administrative Agent shall make an initial determination of the amount of credit
to be made available to the Parent under the Credit Agreement, and shall
promptly notify the Lenders in writing of the Global Administrative Agent's
initial determination of the Global Borrowing Base. The Global Administrative
Agent shall make such determination in accordance with its customary practices
and standards for oil and gas loans and in the exercise of its sole discretion.
Within 15 days following their receipt of the proposed amount for the
redetermined Global Borrowing Base, (x) the Super Majority Lenders if the
proposed amount is an


                                       23

<PAGE>   29



increase or (y) the Majority Lenders if the proposed amount is a decrease or
maintenance, shall approve or reject the Global Administrative Agent's initial
determination of the Global Borrowing Base by written notice to the Global
Administrative Agent; provided, however that failure by any Lender to reject in
writing the Global Administrative Agent's determination of the Global Borrowing
Base within said 15 day period shall be deemed an acceptance of such
determination by such Lender. If the Super Majority Lenders or the Majority
Lenders, as applicable, fail to approve any such determination of the Global
Borrowing Base made by the Global Administrative Agent hereunder, then the
Global Administrative Agent shall poll the Lenders and the Global Borrowing Base
shall be set at the highest amount on which the Super Majority Lenders if such
number would result in an increase in the Global Borrowing Base or otherwise,
the Majority Lenders, can agree, it being understood that a Lender is deemed to
have agreed to any and all amounts that are lower than the amount actually
determined by such Lender to be the appropriate value of the Global Borrowing
Base. Upon approval or deemed approval by the Super Majority Lenders or the
Majority Lenders, as applicable, of the Global Borrowing Base, the Global
Administrative Agent upon notice thereof shall, by written notice to the Parent,
and the Lenders, designate the new Global Borrowing Base available to the
Borrower (each such notice in this Section 2.7(b) below, herein a "Global
Borrowing Base Designation Notice").

         (c) [Intentionally blank].

         (d) [Intentionally blank].

         (e) Discretionary Determination of the Global Borrowing Base. Each of
(i) the Global Administrative Agent or the Majority Lenders in the event that
Global Borrowing Base Utilization exceeds 50% at any time for a period of 15
consecutive Business Days or (ii) (A) the Parent or (B) the Global
Administrative Agent, at the request of the Required Lenders, shall have the
right to request in writing a redetermination of the Global Borrowing Base, in
its sole discretion at any time and from time to time, provided, that clause (i)
and clause (ii) may each be the basis of an unscheduled redetermination not more
often than one (1) time during any calendar year. If any Person shall request
discretionary redetermination of the Global Borrowing Base pursuant to the
provisions of this Section 2.7(e), the Parent shall within 30 days of receipt of
a request therefor from the Global Administrative Agent, deliver to the Global
Administrative Agent a Reserve Report dated as of the date requested in such
notice and such updated engineering, production, operating and other data as the
Global Administrative Agent or any other Lender may reasonably request. The
Super Majority Lenders if such number would result in an increase in the Global
Borrowing Base or otherwise, the Majority Lenders, shall approve and designate
the new Global Borrowing Base in accordance with the procedures and standards
described in Section 2.7(b).

         (f) General Provisions With Respect to the Global Borrowing Base. The
determination of the Global Borrowing Base shall be made by the Global
Administrative Agent and the Super Majority Lenders or Majority Lenders, as
applicable, taking into consideration the estimated value of the Oil and Gas
Properties owned by the Parent and its Subsidiaries as reflected in the most
recent Reserve Report delivered hereunder and any other relevant information
obtained by or delivered to the Global Administrative Agent or any other Lender,
all in accordance with the other provisions


                                       24

<PAGE>   30



of this Section 2.7 in accordance with their customary practices for oil and gas
loans as in effect from time to time. It is understood by the parties hereto
that the Lenders shall have no commitment or obligation whatsoever to increase
the Global Borrowing Base, and nothing herein contained shall be construed to be
a commitment by the Lenders increase the Global Borrowing Base. The Global
Borrowing Base may be redetermined pursuant to Section 2.7(b) (annual) and
Section 2.7(e) (unscheduled). In connection with any redetermination or
adjustment pursuant to any of the foregoing, if the Global Administrative Agent
determines that a Global Borrowing Base Deficiency exists, the Global
Administrative Agent shall give written notice thereof to the Parent and
Borrower and the date such notice is received shall be the "Deficiency
Notification Date".

         SECTION 2.8. Termination of Commitments.

         The Lenders shall have no further Commitments on the Global Effective
Date immediately after the Loans are advanced to the Borrower.

         SECTION 2.9. Repayment of Loans; Evidence of Indebtedness.

         (a) The Borrower hereby unconditionally promises to pay to the Global
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan on the Maturity Date.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the Obligations of the Borrower to such Lender
resulting from the Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (c) The Global Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Lender's Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Global Administrative Agent hereunder for the account of the Lenders and
each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraphs
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Global Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

         (e) Any Lender may request the Loan made by it be evidenced by one or
more promissory notes. In such event, the Borrower shall prepare, execute and
deliver to such Lender promissory notes payable to the order of such Lender (or,
if requested by such Lender, to such a Lender and its registered assigns and in
a form approved by the Global Administrative Agent and the Canadian
Administrative Agent). Thereafter, the Loan evidenced by such promissory notes
and


                                       25

<PAGE>   31



interest thereon shall at all times (including after assignment pursuant to
Section 10.4) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if any such promissory note
is a registered note, to such payee and its registered assigns).

         SECTION 2.10. Prepayment of Loans.

         (a) The Borrower shall have the right at any time and from time to time
to prepay the Loans in whole or in part, subject to the requirements of Section
2.10(b).

         (b) The Borrower shall notify the Global Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Interest Period, not later than 1:00 p.m., Toronto
time, two Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Interest Period, not later than 11:00 a.m., Toronto time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of the Loan or portion
thereof to be prepaid (which amount shall be in a minimum principal amount of
U.S.$1,000,000 or C$1,000,000 and in U.S.$1,000,000 or C$1,000,000 increments in
excess thereof). Promptly following receipt of any such notice relating to a
prepayment, the Global Administrative Agent shall advise the Lenders of the
contents thereof. Each prepayment shall be applied ratably to the Loans.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.12 and by any other amounts then due under this Agreement (including
all amounts due under Section 2.16).

         SECTION 2.11. [Intentionally omitted].

         SECTION 2.12. Interest.

         (a) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, each
ABR Interest Period shall bear interest at the Alternate Base Rate, plus the
Applicable Rate for ABR Interest Periods.

         (b) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, each
Eurocurrency Interest Period shall bear interest at the Adjusted LIBO Rate for
the Interest Period in effect for such Interest Period plus the Applicable Rate
for Eurocurrency Interest Periods.

         (c) Notwithstanding the foregoing, but subject to Sections 2.12(f), (g)
and (h) and Section 10.13, if any principal of or interest on any Loan or any
fee or other amount payable by the Borrower hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
plus, to the extent permitted by applicable law, 2% or (ii) in the case of any
other amount, the rate applicable to ABR Interest Periods as provided in
paragraph (a) of this Section plus, to the extent permitted by applicable law,
2%.



                                       26

<PAGE>   32



         (d) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon the Maturity Date; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand of the
Global Administrative Agent or the Required Lenders (through the Global
Administrative Agent), (ii) in the event of any prepayment of any Loan, accrued
interest on the principal amount prepaid shall be payable on the date of such
prepayment and (iii) in the event of any conversion of any Eurocurrency Interest
Period prior to the end of the current Interest Period therefor, accrued
interest on such Interest Period shall be payable on the effective date of such
conversion.

         (e) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, all
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate, shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO
Rate shall be determined by the Canadian Administrative Agent, and such
determination shall be conclusive absent manifest error.

         (f) To the extent permitted by applicable law, any provision of the
Interest Act (Canada) or the Judgment Interest Act (Alberta) which restricts any
rate of interest set forth herein shall be inapplicable to this Agreement and is
hereby waived by the Borrower.

         (g) The theory of deemed reinvestment shall not apply to the
calculation of interest or payment of fees or other amounts hereunder,
notwithstanding anything contained in this Agreement, acceptance or other
evidence of indebtedness or in any other Loan Document now or hereafter taken by
any Agent or any Lender for the obligations of the Borrower under this
Agreement, or any other instrument referred to herein, and all interest and fees
payable by the Borrower to the Lenders, shall accrue from day to day, computed
as described herein in accordance with the "nominal rate" method of interest
calculation.

         (h) Where, in this Agreement, a rate of interest or fees is to be
calculated on the basis of a 360-day year, such rate is, for the purpose of the
Interest Act (Canada), equivalent to the said rate (i) multiplied by the actual
number of days in the one year period beginning on the first day of the period
of calculation and (ii) divided by 360.

         SECTION 2.13. Alternate Rate of Interest. If prior to the commencement
of any Eurocurrency Interest Period:

         (a) the Global Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period;



                                       27

<PAGE>   33



         (b) the Global Administrative Agent is advised by the Required Lenders
that the Adjusted LIBO Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of maintaining such Interest Period; or

         (c) the Global Administrative Agent determines in good faith (which
determination shall be conclusive) that by reason of circumstances affecting the
interbank dollar market generally, deposits in U.S. Dollars or Canadian Dollars
in the London interbank dollar market are not being offered for the applicable
Interest Period and in an amount equal to the amount of the Eurocurrency
Interest Period requested by the Borrower,

then the Global Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Global Administrative Agent notifies the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Interest Period
to, or continuation of any Interest Period as, a Eurocurrency Interest Period
for the affected Interest Period shall be ineffective, and (ii) if the Borrowing
Request requests a Eurocurrency Interest Period, the Loan shall be made having a
Eurocurrency Interest Period having the shortest Interest Period which is not
unavailable under clauses (a) through (c) of this Section, and if no Interest
Period is available, as a Loan with an ABR Interest Period.

         SECTION 2.14. Illegality.

         (a) Notwithstanding any other provision of this Agreement to the
contrary, if (i) by reason of the adoption of any applicable Governmental Rule
or any change in any applicable Governmental Rule or in the interpretation or
administration thereof by any Governmental Authority or compliance by any Lender
with any request or directive (whether or not having the force of law) of any
central bank or other Governmental Authority or (ii) circumstances affecting the
London interbank dollar market or the position of a Lender therein shall at any
time make it unlawful or impracticable in the sole discretion of a Lender
exercised in good faith for such Lender or its Applicable Lending Office to (A)
honor its obligation to maintain Eurocurrency Interest Periods either generally
or for a particular Interest Period provided for hereunder, or (B) maintain
Eurocurrency Interest Periods either generally or for a particular Interest
Period provided for hereunder, then such Lender shall promptly notify the
Borrower thereof through the Global Administrative Agent and such Lender's
obligation to maintain Eurocurrency Interest Periods having an affected Interest
Period hereunder shall be suspended until such time as such Lender may again
maintain Eurocurrency Interest Periods having an affected Interest Period (in
which case the provisions of Section 2.14(b) hereof shall be applicable). Before
giving such notice pursuant to this Section 2.14, such Lender will designate a
different available Applicable Lending Office for the affected Eurocurrency
Interest Periods of such Lender or take such other action as the Borrower may
request if such designation or action will avoid the need to suspend such
Lender's obligation to maintain the Eurocurrency Interest Periods hereunder and
will not, in the sole opinion of such Lender exercised in good faith, be
disadvantageous to such Lender (provided, that such Lender shall have no
obligation so to designate an Applicable Lending Office for Eurocurrency
Interest Periods located in the United States of America).


                                       28

<PAGE>   34



         (b) If the obligation of any Lender to maintain any Eurocurrency
Interest periods shall be suspended pursuant to Section 2.14(a) hereof, all
affected Interest Periods which would otherwise be maintained by such Lender as
Eurocurrency Interest Periods shall be maintained instead as ABR Interest
Periods (and, if such Lender so requests by notice to the Borrower with a copy
to the Global Administrative Agent and the Canadian Administrative Agent, each
affected Interest Period of such Lender then outstanding shall be automatically
converted into an ABR Interest Period on the last day of the Interest Period
therefor unless earlier conversion is required by applicable law) and, to the
extent that Eurocurrency Interest Periods are so made as (or converted into) ABR
Interest Periods, all payments of principal which would otherwise be applied to
such Eurocurrency Interest Periods shall be applied instead to such ABR Interest
Periods.

         SECTION 2.15. Increased Costs.

         (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurocurrency Interest
         Periods maintained by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of maintaining any Eurocurrency Interest Period or to reduce the amount
of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

         (b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loan made by such Lender to a level below
that which such Lender or such Lender's holding company could have achieved but
for such Change in Law (taking into consideration such Lender's policies and the
policies of such Lender's holding company with respect to capital adequacy),
then the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender's holding company for any such
reduction suffered.

         (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or such Lender's holding company as
specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.



                                       29

<PAGE>   35



         (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.

         SECTION 2.16. Break Funding Payments. In the event of (a) the payment
(including prepayment) of any principal in respect of any Eurocurrency Interest
period other than on the last day of such Interest Period (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Interest Period
other than on the last day of such Interest Period, (c) the failure to borrow
the Loans requested on the Global Effective Date or to convert, continue or
prepay any Interest Period on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurocurrency Interest Period other than on the last day of such Interest Period
as a result of a request by the Borrower pursuant to Section 2.19 then, in any
such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurocurrency Interest
Period, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Interest
Period had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Interest Period, for the period from the date of such
event to the last day of such Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been such
Interest Period), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the London interbank market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower, the Global Administrative Agent and the Canadian Administrative Agent
and shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.

         SECTION 2.17. Taxes.

         (a) Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section), the Global Administrative Agent,
the Canadian Administrative Agent and each Lender (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such


                                       30

<PAGE>   36



deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law; provided that
if a Lender is in breach of its obligations under Section 2.17(e), then the
Borrower shall only be obligated to comply with clauses (ii) and (iii) of this
Section 2.17(a) with respect to payments to be made to such Lender.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) The Borrower shall indemnify the Global Administrative Agent, the
Canadian Administrative Agent and each Lender, within ten (10) days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Global Administrative Agent, the Canadian Administrative
Agent, or such Lender, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority ; provided that if a
Lender is in breach of its obligations under Section 2.17(e), then the Borrower
shall have no obligations under this Section 2.17(c) with respect to any
payments or liabilities described herein made or owed by such Lender. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by either the Global Administrative Agent or the
Canadian Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, if available, the
Borrower shall deliver to the Global Administrative Agent and the Canadian
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Global Administrative Agent and the Canadian Administrative Agent.

         (e) Each Lender that is not organized under the laws of the United
States of America or a state thereof agrees that such Lender will deliver to the
Borrower, the Global Administrative Agent and the Canadian Administrative Agent
two (2) duly completed copies of United States Internal Revenue Service Form W-8
BEN or W-8 ECI (or if such forms are no longer required, a representation by
such Lender) certifying in either case that such Lender is entitled to receive
payments from the Loan Parties under the Loan Documents without deduction or
withholding of any United States federal income taxes. Each Lender which so
delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver to the
Borrower, the Global Administrative Agent and the Canadian Administrative Agent
two (2) additional copies of such form (or a successor form) on or before such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form so delivered by it and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the
Borrower, the Global Administrative Agent or the Canadian Administrative Agent,
in each case, certifying that such Lender is entitled to receive payments from


                                       31

<PAGE>   37



the Borrower under the Loan Documents without deduction or withholding of any
United States federal income taxes, unless (i) an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and (ii) such Lender advises the
Borrower, the Global Administrative Agent and the Canadian Administrative Agent
that it is not capable of receiving such payments without any deduction or
withholding of United States federal income tax.

         (f) If the Borrower at any time pays an amount under Section 2.17(a),
(b) or (c) to any Lender, the Global Administrative Agent or the Canadian
Administrative Agent, and such payee receives a refund of or credit for any part
of any Indemnified Taxes or Other Taxes which such payee determines in its sole
judgment is made with respect to such amount paid by the Borrower, such Lender,
the Global Administrative Agent or the Canadian Administrative Agent, as the
case may be, shall pay to the Borrower the amount of such refund or credit
promptly, and in any event within 60 days, following the receipt of such refund
or credit by such payee.

         SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

         (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest or
fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise)
prior to the time expressly required hereunder or under such other Loan Document
for such payment (or, if no such time is expressly required, prior to 12:00
noon, Toronto time), on the date when due, in immediately available funds in the
appropriate Currency, without set-off or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Canadian
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments in
respect of Loans shall be made to the Canadian Administrative Agent c/o The
Chase Manhattan Bank of Canada, 1 First Canadian Place, 100 King Street West,
Suite 6900, P.O. Box 106, Toronto, Ontario, Canada M5X 1A4, Attention: Portfolio
Management Associates, Telephone: 416-216-4135, Fax: 416-216-4162, with a copy
to the Global Administrative Agent c/o The Chase Manhattan Bank, Loan and Agency
Services, One Chase Manhattan Plaza, 8th floor, New York, NY 10081, Attention:
Joselin Fernandes, Telephone: 212-552-7414, Fax: 212-552-5777, with a copy to
The Chase Manhattan Bank, Global Oil & Gas, 600 Travis Street, 20th floor,
Houston, Texas 77002, Attention: Peter Licalzi, Telephone: 713-216-8869, Fax:
713-216-4117, except payments pursuant to Sections 2.15, 2.16, 2.17(c) and 10.3
shall be made directly to the Persons entitled thereto and payments pursuant to
other Loan Documents shall be made to the Persons specified therein. The
Canadian Administrative Agent shall distribute any such payments received by it
for the account of any other Person to the appropriate recipient promptly
following receipt thereof. Except as set forth in clause (a) of the definition
of "Interest Period", if any payment under any Loan Document shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in the appropriate Currency as required
pursuant to the Loan Documents.


                                       32

<PAGE>   38



         (b) If at any time insufficient funds are received by and available to
the Canadian Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

         (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loan resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loan and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loan; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in its Loan to any assignee or
participant, other than to the Borrower or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

         (d) Unless the Global Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Global
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Global Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Global Administrative Agent forthwith
on demand the amount so distributed to such Lender with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Global Administrative Agent, at the greater
of the cost incurred by the Global Administrative Agent for making such
distributed amount and a rate determined by the Global Administrative Agent in
accordance with banking industry rules on interbank compensation.

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.4(d) or (e), 2.5(b), 2.18(d) or 10.3(c) then the Global
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received


                                       33

<PAGE>   39



by the Global Administrative Agent for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

         SECTION 2.19. Mitigation Obligations; Replacement of Lenders.

         (a) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different
Applicable Lending Office for funding or booking its Loan hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

         (b) If (i) any Lender asserts that events have occurred suspending its
obligation to maintain Eurocurrency Interest Periods under Section 2.14 when
substantially all other Lenders have not also done so, (ii) any Lender requests
compensation under Section 2.15, (iii) the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.17, or (iv) any Lender defaults in its
obligation to fund its Loan hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender, the Canadian Administrative
Agent and the Global Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.4), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (1) the
Borrower shall have received the prior written consent of the Global
Administrative Agent and the Canadian Administrative Agent, which consents shall
not unreasonably be withheld or delayed, (2) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loan, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts), (3) the
assignee and assignor shall have entered into an Assignment and Acceptance, and
(4) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17,
such assignment will result in a reduction in such compensation or payments.

         SECTION 2.20. Currency Conversion and Currency Indemnity.

         (a) Payments in Agreed Currency. The Borrower shall make payment
relative to any Obligation in the currency (the "Agreed Currency") in which the
Obligation was effected. If any payment is received on account of any Obligation
in any currency (the "Other Currency") other than the Agreed Currency (whether
voluntarily or pursuant to an order or judgment or the enforcement thereof or
the realization of any Collateral or the liquidation of the Borrower or
otherwise


                                       34

<PAGE>   40



howsoever), such payment shall constitute a discharge of the liability of the
Borrower hereunder and under the other Loan Documents in respect of such
obligation only to the extent of the amount of the Agreed Currency which the
relevant Lender or Agent, as the case may be, is able to purchase with the
amount of the Other Currency received by it on the Business Day next following
such receipt in accordance with its normal procedures and after deducting any
premium and costs of exchange.

         (b) Conversion of Agreed Currency into Judgment Currency. If, for the
purpose of obtaining or enforcing judgment in any court in any jurisdiction, it
becomes necessary to convert into a particular currency (the "Judgment
Currency") any amount due in the Agreed Currency then the conversion shall be
made on the basis of the rate of exchange prevailing on the next Business Day
following the date such judgment is given and in any event the Borrower shall be
obligated to pay the Agents and the Lenders any deficiency in accordance with
Section 2.20(c). For the foregoing purposes "rate of exchange" means the rate at
which the relevant Lender or Agent, as applicable, in accordance with its normal
banking procedures is able on the relevant date to purchase the Agreed Currency
with the Judgment Currency after deducting any premium and costs of exchange.

         (c) Circumstances Giving Rise to Indemnity. To the fullest extent
permitted by applicable law, if (i) any Lender or any Agent receives any payment
or payments on account of the liability of the Borrower hereunder pursuant to
any judgment or order in any Other Currency, and (ii) the amount of the Agreed
Currency which the relevant Lender or Agent, as applicable, is able to purchase
on the Business Day next following such receipt with the proceeds of such
payment or payments in accordance with its normal procedures and after deducting
any premiums and costs of exchange is less than the amount of the Agreed
Currency due in respect of such liability immediately prior to such judgment or
order, then the Borrower on demand shall, and the Borrower hereby agrees to,
indemnify the Lenders and the Agents from and against any loss, cost or expense
arising out of or in connection with such deficiency.

         (d) Indemnity Separate Obligation. To the fullest extent permitted by
applicable law, the agreement of indemnity provided for in Section 2.20(c) shall
constitute an obligation separate and independent from all other obligations
contained in this Agreement, shall give rise to a separate and independent cause
of action, shall apply irrespective of any indulgence granted by the Lenders or
Agents or any of them from time to time, and shall continue in full force and
effect notwithstanding any judgment or order for a liquidated sum in respect of
an amount due hereunder or under any judgment or order.

                                   ARTICLE III
                         Representations and Warranties

         In order to induce the Global Administrative Agent, the Canadian
Administrative Agent, the other Agents and the Lenders to enter into this
Agreement and to make the Loan hereunder, the Borrower represents and warrants
to the Global Administrative Agent, the Canadian Administrative Agent, the other
Agents and the Lenders as set forth in this Article.


                                       35

<PAGE>   41



         SECTION 3.1. Corporate Existence. The Borrower: (i) is an organization
duly organized, legally existing and in good standing under the laws of the
jurisdiction of its organization; (ii) has all requisite power, and has all
material Government Approvals necessary to own its assets and carry on its
business as now being or as proposed to be conducted; and (iii) is qualified to
do business in all jurisdictions in which the nature of the business conducted
by it makes such qualification necessary and where failure so to qualify could
reasonably be expected to have a Material Adverse Effect.

         SECTION 3.2. Special Purpose Vehicle. The Borrower has no employees and
conducts no business, except being party to one or more of the Combined Loan
Documents and the TBF Documents and for activities reasonably related or
incidental thereto. The Borrower has (a) no assets except for (i) certain
minimum capital contributions from the Parent, (ii) the funds representing
proceeds of the Loans, (iii) the TBF Documents and (iv) any assets owned
incidental or related thereto; and (b) no liabilities except for (i) the
obligations and liabilities under the Combined Loan Documents to which it is a
party, (ii) the TBF Documents and (iii) obligations and liabilities incidental
or related thereof.

         SECTION 3.3. [Intentionally omitted].

         SECTION 3.4. No Breach. Neither the execution and delivery of the Loan
Documents, nor compliance with the terms and provisions hereof will conflict
with or result in a breach of, or require any consent which has not been
obtained as of the Closing Date under, the Organic Documents of the Borrower, or
any Governmental Rule or any material agreement or instrument to which the
Borrower is a party or by which it is bound or to which it or its Properties are
subject, or constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any of the revenues or
assets of the Borrower pursuant to the terms of any such agreement or instrument
other than the Liens created by the Combined Loan Documents.

         SECTION 3.5. Authority. The Borrower has all necessary power and
authority to execute, deliver and perform its obligations under the Loan
Documents; and the execution, delivery and performance by the Borrower of the
Loan Documents have been duly authorized by all necessary action on its part;
and the Loan Documents constitute the legal, valid and binding obligations of
the Borrower, enforceable in accordance with their terms, except to the extent
that enforcement may be subject to any applicable bankruptcy, insolvency or
similar laws generally affecting the enforcement of creditors' rights.

         SECTION 3.6. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by any Loan Party of the Loan
Documents or for the validity or enforceability thereof.

         SECTION 3.7. Use of Proceeds. The Borrower will use the proceeds of the
Loans for the Borrower's general corporate purposes, including intercompany
Investments.



                                       36

<PAGE>   42



         SECTION 3.8. [Intentionally omitted].

         SECTION 3.9. [Intentionally omitted].

         SECTION 3.10. Properties, etc. The Borrower has good and defensible
title to its material (individually or in the aggregate) Properties, free and
clear of all Liens, except Liens permitted by Section 7.2.

         SECTION 3.11. No Material Misstatements. No written information,
statement, exhibit, certificate, document or report furnished to the Global
Administrative Agent, the Canadian Administrative Agent, the other Agents and
the Lenders (or any of them) by the Borrower in connection with the negotiation
of the Combined Loan Documents contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statement
contained therein not materially misleading in the light of the circumstances in
which made and with respect to the Parent and its Subsidiaries taken as a whole.
There is no fact existing with respect to the Parent or any Subsidiary which
could reasonably be expected to have a Material Adverse Effect or in the future
could reasonably be likely to have (so far as the Borrower can now foresee) a
Material Adverse Effect and which has not been set forth in this Agreement or
the other documents, certificates and statements furnished to the Global
Administrative Agent and the Canadian Administrative Agent by or on behalf of
the Borrower prior to, or on, the Closing Date in connection with the
transactions contemplated hereby.

         SECTION 3.12. Investment Company Act. The Borrower is not an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

         SECTION 3.13. Public Utility Holding Company Act. The Borrower is not a
"holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," or a "public utility" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

         SECTION 3.14. Subsidiaries. The Borrower has no Subsidiaries.

         SECTION 3.15. Location of Business and Offices. The Borrower's
principal place of business and chief executive office is located at the address
stated on the signature page of this Agreement or as otherwise disclosed in
writing to the Global Administrative Agent and the Canadian Administrative
Agent.

         SECTION 3.16. Defaults. The Borrower is not in default nor has any
event or circumstance occurred which, but for the expiration of any applicable
grace period or the giving of notice, or both, would constitute a default under
any material agreement or instrument to which the Borrower is a party or by
which the Borrower is bound which default could reasonably be expected to have a
Material Adverse Effect. No Default hereunder has occurred and is continuing.



                                       37

<PAGE>   43



         SECTION 3.17. Unfunded Pension Liabilities. The unfunded pension or
similar liabilities of the Borrower do not in the aggregate exceed an amount
which could reasonably be expected to have a Material Adverse Effect.

         SECTION 3.18. Compliance with the Law. The Borrower has not violated
any Governmental Rule or failed to obtain any Governmental Approval necessary
for the ownership of any of its Properties or the conduct of its business, which
violation or failure could reasonably be expected to have (in the event such
violation or failure were asserted by any Person through appropriate action) a
Material Adverse Effect.

         SECTION 3.19. Representations and Warranties in U.S. Credit Agreement.
The Borrower represents and warrants that each of the representations and
warranties contained in the U.S. Credit Agreement, including, without
limitation, Article III of the U.S. Credit Agreement, pertaining or otherwise
applicable to Borrower, in its capacity as a direct or indirect Subsidiary of
the Parent, is true, correct and complete in all respects (except with respect
to such representations and warranties which expressly relate to an earlier
date, in which case such representations and warranties are true, correct and
complete as of such earlier date).

                                   ARTICLE IV
                                   Conditions

         SECTION 4.1. Conditions Precedent. The obligations of the Lenders to
make the Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section
10.2):

         (a) Certain Loan Documents. The Global Administrative Agent (or its
counsel) shall have received from each party thereto either a counterpart of
each of the following documents duly executed on behalf of such party or written
evidence satisfactory to the Global Administrative Agent (which may include
telecopy transmission of a signed signature page of such document) that each
such party has duly executed for delivery to the Global Administrative Agent a
counterpart of each of the following documents which documents must be
acceptable to the Global Administrative Agent in its sole and absolute
discretion: this Agreement, the Intercreditor Agreement, the Parent Guaranty,
the Pledge Agreement and the other Loan Documents.

         (b) U.S. Loan Documents and Canadian Revolving Loan Documents. The
Global Administrative Agent shall have received copies of the executed U.S. Loan
Documents and Canadian Revolving Loan Documents and the conditions for making
loans provided in the U.S. Credit Agreement shall have been contemporaneously
satisfied.

         (c) Opinions of Counsel. The Global Administrative Agent shall have
received opinions, dated the Global Effective Date, addressed to the Global
Administrative Agent, the Canadian Administrative Agent and all Lenders, from
(i) Stewart McKelvey Stirling Scales, counsel to the Borrower, in substantially
the form attached hereto as Exhibit A-1 and (ii) Vinson & Elkins L.L.P., U.S.
counsel to the Parent, in substantially the form attached hereto as Exhibit A-2.


                                       38

<PAGE>   44



         (d) Organizational Documents. The Global Administrative Agent shall
have received a certificate of an Authorized Officer of each Loan Party dated as
of the Global Effective Date, certifying:

                  (i) that attached to each such certificate are (A) a true and
         complete copy of the Organic Documents of such Loan Party, as the case
         may be, as in effect on the date of such certificate, (B) a true and
         complete copy of a certificate from the Governmental Authority of
         Canada or the province of such entity's organization certifying that
         such entity is duly organized and validly existing in such
         jurisdiction, and (C) a true and complete copy of a certificate from
         the appropriate Governmental Authority of each province (without
         duplication) certifying that such entity is a valid and subsisting
         extra provincial corporation in such jurisdiction, if the failure to be
         so qualified or in good standing could reasonably be expected to have a
         Material Adverse Effect;

                  (ii) that attached to such certificate is a true and complete
         copy of resolutions duly adopted by the board of directors or
         management committee of such Loan Party, as applicable, authorizing the
         execution, delivery and performance of such of the Combined Loan
         Documents to which such Loan Party is or is intended to be a party;

                  (iii) that attached thereto is a copy of the certificate of
         incorporation; and that such certificate of incorporation has not been
         amended since the date of such certified copy; and

                  (iv) as to the incumbency and specimen signature of each
         officer of such Loan Party executing such of the Combined Loan
         Documents to which such Loan Party is or is intended to be a party.

         (e) Pledge Agreement. The Global Administrative Agent shall have
received counterparts of the Pledge Agreement, dated as of the Closing Date,
duly executed and delivered by the Parent, together with the following:

                  (i) stock certificates representing (x) 65% of the outstanding
         shares of common stock of TBF and (y) 65% of the outstanding shares of
         common stock TBRL, and stock powers and instruments of transfer,
         endorsed in blank, with respect to such stock certificates; and

                  (ii) all documents and instruments, including Uniform
         Commercial Code Financing Statements (Form UCC-1), required by law or
         reasonably requested by the Global Administrative Agent to be filed,
         registered or recorded to create or perfect the Liens intended to be
         created under the Pledge Agreement.

         (f)      [Intentionally omitted].

         (g) Canadian Lien Searches. The Global Administrative Agent shall have
received (i) the Canadian Lien Searches, all dated reasonably close to the
Closing Date, in the discretion of the


                                       39

<PAGE>   45



Global Administrative Agent and in form and substance satisfactory to the Global
Administrative Agent, and (ii) evidence reasonably satisfactory to the Global
Administrative Agent that the Liens, if any, indicated by the financing
statements (or similar documents) in such Canadian Lien Searches are permitted
by Section 7.2 of the U.S. Credit Agreement or have been released.

         (h) Priority; Security Interest. The Collateral and Borrowing Base
Properties shall be free and clear of all Liens, except Liens permitted by
Section 7.2. All filings, notices, recordings and other action necessary to
perfect the Liens in the Collateral shall have been made, given or accomplished
or arrangements for the completion thereof satisfactory to the Global
Administrative Agent and its counsel shall have been made and all filing fees
and other expenses related to such actions either have been paid in full or
arrangements have been made for their payment in full which are satisfactory to
the Global Administrative Agent.

         (i) Approvals and Consents. The Global Administrative Agent shall have
received copies of all Governmental Approvals and third party consents and
approvals necessary or, advisable in connection with the Financing Transactions,
and all applicable waiting periods and appeal periods shall have expired, in
each case without the imposition of any burdensome conditions. There shall be no
actual government or judicial action restraining, preventing or imposing
burdensome conditions on the Financing Transactions.

         (j) [Intentionally omitted].

         (k) Existing Facilities. The Global Administrative Agent shall have
received a certificate, signed by an Authorized Officer of the Borrower, stating
that TBRL or the Parent have repaid in full and terminated the Existing Credit
Facilities contemporaneously with the initial Combined Loans under the Combined
Credit Agreements. The Global Administrative Agent shall have received evidence
satisfactory to it that all Liens associated with the Existing Credit Facilities
have been released or terminated contemporaneously with the making of such
payments and that arrangements satisfactory to the Global Administrative Agent
have been made for recording and filing such releases.

         (l) Other Documents. The Global Administrative Agent shall have
received such other legal opinions, instruments and documents as any of the
Agents or their counsel may have reasonably requested.

         (m) Satisfactory Legal Form. All documents executed or submitted
pursuant hereto by and on behalf of the Borrower or any other Loan Party shall
be in form and substance reasonably satisfactory to the Global Administrative
Agent and its counsel. The Global Administrative Agent and its counsel shall
have received all information, approvals, documents or instruments as the Global
Administrative Agent or its counsel may reasonably request.

         (n) Fees and Expenses. The Global Administrative Agent, the Canadian
Administrative Agent, the Arranger, the other Agents and the Lenders shall have
received all fees and other amounts due and payable pursuant to this Agreement
or any other Combined Loan Document on or prior to


                                       40

<PAGE>   46



the date hereof, including, to the extent invoiced, reimbursement or payment of
all reasonable out-of-pocket expenses (including fees, charges and disbursements
of counsel) required to be reimbursed or paid by any Loan Party hereunder or
under any other Combined Loan Document.

         (o) TBF Documents. The Global Administrative Agent, the Canadian
Administrative Agent and the Lenders shall have received executed copies of and
shall be satisfied with the contents of the TBF Documents.

The Global Administrative Agent shall notify the Borrower, the Canadian
Administrative Agent, the other Agents and the Lenders of the Global Effective
Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make the Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on April
11, 2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

         SECTION 4.2. Additional Conditions Precedent. The obligation of each
Lender to make the Loans is subject to the satisfaction of the following
conditions:

         (a) Representations and Warranties. At the time of and immediately
after giving effect to the Loans, the representations and warranties of each
Loan Party set forth in the Combined Loan Documents to which it is a party shall
be true and correct on and as of such date after giving effect to such funding
and to the intended use thereof in all material respects as if made on and as of
such date (or, if stated to have been made expressly as of an earlier date, were
true and correct in all material respects as of such date).

         (b) No Defaults. At the time of and immediately after giving effect to
the Loans, no Default shall have occurred and be continuing.

         (c) No Material Adverse Effect. At the time of and immediately after
giving effect to the Loans, no event or events shall have occurred which
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

         (d) Borrowing Request. The Global Administrative Agent and the Canadian
Administrative Agent shall have received a Borrowing Request.

                                    ARTICLE V
                              Affirmative Covenants

         The Borrower agrees with the Global Administrative Agent, the Canadian
Administrative Agent, the other Agents and each Lender that, until the
Obligations shall have been paid and performed in full, the Borrower will
perform the obligations set forth in this Article.



                                       41

<PAGE>   47



         SECTION 5.1. Reporting Requirements. The Borrower shall deliver, or
shall cause to be delivered, to the Global Administrative Agent, the Canadian
Administrative Agent and each Lender:

         (a) Compliance Certificate. Concurrently with any delivery of financial
statements under clause (a) or (b) of Section 5.1 of the U.S. Credit Agreement,
if the Parent has not supplied a compliance certificate, in substantially the
form of Exhibit C thereto or any other form approved by the Global
Administrative Agent, executed by an Authorized Officer of the Parent, then the
Borrower shall deliver a compliance certificate substantially in the form of
Exhibit C hereto certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or
proposed to be taken with respect thereto; and

         (b) Other Matters. From time to time such other information regarding
the business, affairs or financial condition of the Borrower as any Lender, the
Global Administrative Agent or Canadian Administrative Agent may reasonably
request.

         SECTION 5.2. Litigation. The Borrower, if the Parent has not done so,
shall promptly give to the Global Administrative Agent and the Canadian
Administrative Agent notice of: (i) all legal or arbitral proceedings, and of
all proceedings before any Governmental Authority affecting the Borrower, except
proceedings which, if adversely determined, could not reasonably be expected to
have a Material Adverse Effect, and (ii) any litigation or proceeding against or
adversely affecting the Borrower in which injunctive or similar relief is
sought. The Borrower, if the Parent has not done so, will promptly notify the
Global Administrative Agent, the Canadian Administrative Agent and each of the
Lenders of any claim, judgment, Lien or other encumbrance affecting any Property
of the Borrower if the value of the claim, judgment, Lien, or other encumbrance
when aggregated with all other existing claims, judgment or Liens affecting such
Property shall exceed U.S.$3,000,000.

         SECTION 5.3. Maintenance, Etc. The Borrower shall: preserve and
maintain its corporate existence and all of its material rights, privileges and
franchises; keep books of record and account in which full, true and correct
entries will be made of all dealings or transactions in relation to its business
and activities; comply with all Governmental Rules if failure to comply with any
such requirements could reasonably be expected to have a Material Adverse
Effect; pay and discharge all taxes, assessments and governmental charges or
levies imposed on it or on its income or profits or on any of its Property prior
to the date on which penalties attach thereto, except for any such tax,
assessment, charge or levy the payment of which is being contested in good faith
and by proper proceedings and against which adequate reserves are being
maintained; upon reasonable notice, permit representatives of the Global
Administrative Agent, the Canadian Administrative Agent or any Lender, during
normal business hours, to examine, copy, and make extracts from its books and
records, to inspect its Properties, and to discuss its business and affairs with
its officers, all to the extent reasonably requested by such Lender, the Global
Administrative Agent or the Canadian Administrative Agent (as the case may be).



                                       42

<PAGE>   48



         SECTION 5.4. Further Assurances. The Borrower will cure promptly any
defects in the execution and delivery of this Agreement and any other Loan
Document to which it is a party. The Borrower, at its expense, will promptly
execute and deliver to the Global Administrative Agent and the Canadian
Administrative Agent all such other documents, agreements and instruments
reasonably requested by the Global Administrative Agent and the Canadian
Administrative Agent to comply with or accomplish the covenants and agreements
of the Borrower in this Agreement and any other Loan Document, or to file any
notices or obtain any consents, all as may be reasonably necessary or
appropriate in connection therewith.

         SECTION 5.5. Performance of Obligations. The Borrower will do and
perform every act and discharge all of the Obligations at the time or times and
in the manner specified.

         SECTION 5.6. Covenants in the Parent Guaranty. Until the payment in
full in cash of all Obligations, the Borrower covenants and agrees that it will
perform, comply with, observe and fulfill, each of the covenants, agreements and
obligations contained in the Parent Guaranty pertaining or otherwise applicable
to the Borrower in its capacity as a Subsidiary of the Parent. The Borrower
hereby irrevocably and unconditionally agrees to be bound by such covenants,
agreements and obligations applicable to it in such capacity as if the Borrower
were a party to the Parent Guaranty and such covenants, agreements and
obligations applicable to it in such capacity are hereby reaffirmed by the
Borrower.

         SECTION 5.7. Obligations to Cure. If, (i) the Global Borrowing Base is
(A) redetermined under Section 2.7, or (B) reduced pursuant to any other
provision of this Agreement or the U.S. Credit Agreement, and, as a result
thereof, a Global Borrowing Base Deficiency occurs or (ii) the aggregate amount
of the Equivalent Amount in U.S. Dollars of the Loans of all Lenders shall
exceed the aggregate amount of the Commitments of the Lenders, then the Borrower
shall eliminate such Borrowing Base Deficiency or funding excess within 180 days
following the Deficiency Notification Date or the notification of such funding
excess, as applicable, with respect to such Borrowing Base Deficiency or funding
excess, and provided further that within 90 days following the Deficiency
Notification Date or the notification of such funding excess, as applicable, the
Borrower shall have reduced by one-half the amount of such Borrowing Base
Deficiency or such funding excess.

                                   ARTICLE VI
                                   [NOT USED]

                                   ARTICLE VII
                               Negative Covenants

         The Borrower agrees with the Global Administrative Agent, the Canadian
Administrative Agent, the other Agents and each Lender that, until the
Obligations shall have been paid and performed in full, the Borrower will
perform the obligations set forth in this Article.



                                       43

<PAGE>   49



         SECTION 7.1. Nature of Business. The Borrower will not allow any
material change to be made in the character of its business as a special purpose
funding vehicle. The Borrower will not own any assets or incur any liabilities
other than the assets or liabilities under the Combined Loan Documents, the TBF
Documents and assets and liabilities related or incidental thereto.

         SECTION 7.2. Liens. The Borrower will not create, incur, assume or
permit to exist any Lien on any of its Properties (now owned or hereafter
acquired), except:

         (a) Liens securing the payment of any of the Combined Obligations;

         (b) Excepted Liens;

         (c) Liens disclosed on Schedule 7.2 to the U.S. Credit Agreement or
permitted by Section 7.2 of the U.S. Credit Agreement; and

         (d) Liens permitted by any of the Combined Loan Documents.

         SECTION 7.3. Proceeds of Loans. The Borrower will not permit the
proceeds of the Loans to be used for any purpose other than those permitted by
Section 3.7.

         SECTION 7.4. Transactions with Affiliates. The Borrower will not enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of Property or the rendering of any service, with any Affiliate
(other than a Subsidiary of the Parent) unless such transactions are otherwise
permitted under this Agreement or the other Combined Loan Documents, are in the
ordinary course of its business and are upon fair and reasonable terms no less
favorable to it than it would obtain in a comparable arm's length transaction
with a Person not an Affiliate.

         SECTION 7.5. Subsidiaries. The Borrower shall not create or acquire any
Subsidiaries.

                                  ARTICLE VIII
                                Events of Default

         SECTION 8.1. Listing of Events of Default. Each of the following events
or occurrences described in this Section 8.1 shall constitute an "Event of
Default":

         (a) any Loan Party shall default in the payment or prepayment when due
of any principal of or interest on any Loan or any fees or other amount payable
by it hereunder or under any other Loan Document and such default, other than a
default of a payment or prepayment of principal (which shall have no cure
period), shall continue unremedied for a period of five days; or

         (b) any Loan Party shall default in the payment when due of any
principal of or interest on any of its other Indebtedness (other than
Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified
in any note, agreement, indenture or other document evidencing or


                                       44

<PAGE>   50



relating to any such Indebtedness shall occur if the effect of such event is to
cause, or (with the giving of any notice or the lapse of time or both) to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause after giving effect to all applicable grace
periods, such Indebtedness to become due prior to its stated maturity; or

         (c) any representation, warranty or certification made or deemed made
herein or in any other Combined Loan Document by any Loan Party, or any
certificate furnished to any Lender, the Global Administrative Agent or the
Canadian Administrative Agent pursuant to the provisions hereof or any other
Combined Loan Document, shall prove to have been false or misleading as of the
time made, deemed made or furnished in any material respect; or

         (d) any Loan Party shall default in the performance of any of its
obligations under Section 5.7 or Article VII or any other Article of this
Agreement other than under Article V (other than Section 5.7); or any Loan Party
shall default in the performance of any of its obligations under Article V
(other than Section 5.7) or any Loan Party shall default in the performance of
its obligations under any other Loan Document (other than the payment of amounts
due which shall be governed by Section 8.1(a)) and such default shall continue
unremedied for a period of thirty (30) days after the earlier to occur of (i)
notice thereof to the Loan Party by the Global Administrative Agent, the
Canadian Administrative Agent or any Lender (through the Global Administrative
Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise
becoming aware of such default; or

         (e) the Borrower shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or

         (f) the Borrower shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case
under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, liquidation or composition or readjustment of debts,
(v) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against it in an involuntary case under the
Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for
the purpose of effecting any of the foregoing; or

         (g) a proceeding or case shall be commenced, without the application or
consent of the Borrower, in any court of competent jurisdiction, seeking (i) its
liquidation, reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of the Borrower of all or any substantial part
of its assets, or (iii) similar relief in respect of the Borrower under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 60 days; or (iv)
an


                                       45

<PAGE>   51



order for relief against the Borrower shall be entered in an involuntary case
under the Bankruptcy and Insolvency Act (Canada); or

         (h) a judgment or judgments for the payment of money in excess of
U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan
Party and the same shall not be discharged (or provision shall not be made for
such discharge), or a stay of execution thereof shall not be procured, within 60
days from the date of entry thereof and such Loan Party shall not, within said
period of 60 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal; or

         (i) any Loan Party takes, suffers or permits to exist any of the events
or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party
shall so state in writing; or

         (j) a Change of Control shall occur; or

         (k) the Liens created by the Security Documents shall at any time not
constitute a valid and perfected Lien on the collateral intended to be covered
thereby (to the extent perfection by filing, registration, recordation or
possession is required herein or therein) in favor of the Global Administrative
Agent or the Canadian Administrative Agent or, except for expiration in
accordance with its terms, any of the Security Documents shall for whatever
reason be terminated or cease to be in full force and effect, or the
enforceability thereof shall be contested by any Loan Party; or

         (l) any "Default" or "Event of Default" as defined in either the U.S.
Loan Documents or the Canadian Revolving Loan Documents shall occur; provided
that if such "Default" or "Event of Default" is cured or waived under the U.S.
Loan Documents or the Canadian Revolving Loan Documents, as applicable, then
such "Default" or 'Event of Default" shall no longer constitute a Default or an
Event of Default, respectively, under this Agreement.

         SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
Section 8.1(g) with respect to Borrower shall occur, the outstanding principal
amount of all outstanding Loans and all other obligations hereunder shall
automatically be and become immediately due and payable, without demand, protest
or presentment or notice of any kind, all of which are hereby expressly waived
by the Borrower. Without limiting the foregoing, the Agents and the Lenders
shall be entitled to exercise any and all other remedies available to them under
the Loan Documents and applicable law.

         SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in Section 8.1(g)) shall occur for
any reason, whether voluntary or involuntary, and be continuing, the Required
Lenders may, by notice to the Borrower, declare all of the outstanding principal
amount of the Loans and all other obligations hereunder to be due and payable,
whereupon the full unpaid amount of such Loans and other obligations shall be
and become immediately due and payable, without demand, protest or presentment
or notice of any kind, all of which are hereby waived by the Borrower. Without
limiting the foregoing, the Agents and the


                                       46

<PAGE>   52



Lenders shall be entitled to exercise any and all other remedies available to
them under the Loan Documents and applicable law.

                                   ARTICLE IX
                                     Agents

         Each of the Lenders and the other Agents hereby irrevocably appoints
The Chase Manhattan Bank as the Global Administrative Agent, The Chase Manhattan
Bank of Canada, as the Canadian Administrative Agent, The Bank of Nova Scotia as
Canadian Syndication Agent, The Toronto-Dominion Bank as Canadian Documentation
Agent, and authorizes each such Agent to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.

         Any bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Borrower or any Affiliate thereof as if it were not an Agent hereunder.

         The Agents shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Agents shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) each Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that such Agent is required to
exercise following its receipt of written instructions from the Required Lenders
(or such other number or percentage of the Combined Lenders as shall be
necessary under the circumstances as provided in Section 10.2), and (c) except
as expressly set forth in the Loan Documents, the Agents shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Parent or any of its Subsidiaries that is
communicated to or obtained by the bank serving as such Agent or any of its
Related Parties in any capacity. Each Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Combined Lenders as shall be
necessary under the circumstances as provided in Section 10.2) or in the absence
of its own gross negligence or wilful misconduct; PROVIDED, HOWEVER, THAT IT IS
THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE AGENTS BE INDEMNIFIED IN
THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF
WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED,
JOINT OR TECHNICAL. Each Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to such Agent by the
Borrower or a Lender, and such Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement,


                                       47

<PAGE>   53



instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to such Agent.

         The Global Administrative Agent, the Canadian Administrative Agent and
the other Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Global Administrative
Agent, the Canadian Administrative Agent and the other Agents also may rely upon
any statement made to it orally or by telephone and believed by it to be made by
the proper Person, and shall not incur any liability for relying thereon. The
Global Administrative Agent, the Canadian Administrative Agent and the other
Agents may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

         Any Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by such Agent. Any
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of such Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as an Agent.

         Subject to the appointment and acceptance of a successor Global
Administrative Agent or Canadian Administrative Agent as provided in this
paragraph, the Global Administrative Agent or Canadian Administrative Agent may
resign at any time by notifying the Combined Lenders and the Borrower. Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Global Administrative Agent or retiring
Canadian Administrative Agent gives notice of its resignation, then the retiring
Global Administrative Agent or the Canadian Administrative Agent may, on behalf
of the Combined Lenders, appoint a successor Global Administrative Agent or the
Canadian Administrative Agent, respectively, which shall be a bank with an
office in New York City or Toronto, Canada, respectively, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Global Administrative Agent
or the Canadian Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Global Administrative Agent or the Canadian
Administrative Agent, as the case may be, and the retiring Global Administrative
Agent or retiring Canadian Administrative Agent shall be discharged from its
duties and obligations hereunder (other than its obligations under Section
10.12). The fees payable by the Borrower to a successor Global Administrative
Agent or successor Canadian Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Global Administrative Agent's or Canadian Administrative
Agent's resignation hereunder, the provisions of this Article and Section 10.3
shall continue in effect for the benefit of such retiring


                                       48

<PAGE>   54



Global Administrative Agent or retiring Canadian Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Global
Administrative Agent or the Canadian Administrative Agent, respectively.

         Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the Intercreditor Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon
any Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.

         Each of the Lenders, for itself and on behalf of any of its Affiliates
hereby irrevocably appoints the Global Administrative Agent and Canadian
Administrative Agent to act as its agent under the Intercreditor Agreement and
authorizes the Global Administrative Agent and the Canadian Administrative Agent
to execute the Intercreditor Agent on its behalf and to take such actions on its
behalf and to exercise such powers as are delegated to the Global Administrative
Agent or the Canadian Administrative Agent, as the case may be, by the terms
hereof and thereof, together with such actions and powers as are reasonably
incidental thereto.

                                    ARTICLE X
                                  Miscellaneous

         SECTION 10.1. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         (a) if to the Borrower, to:

                Tom Brown Resources Funding Corp.
                c/o Tom Brown, Inc.
                555 17th Street, Suite 1850
                Denver, Colorado 80202-3918
                Attention: Daniel G. Blanchard, Executive Vice President,
                           Treasurer and Chief Financial Officer
                Telephone: 303-260-5095
                Facsimile: 303-260-5039



                                       49

<PAGE>   55



         (b) if to the Global Administrative Agent, to:

                           The Chase Manhattan Bank
                           Loan and Agency Services
                           One Chase Manhattan Plaza, 8th floor
                           New York, NY 10081
                           Attention: Joselin Fernandes
                           Telephone: 212-552-7414
                           Facsimile: 212-552-5777

             with a copy to:

                           The Chase Manhattan Bank
                           Global Oil & Gas Group
                           600 Travis, 20th Floor
                           Houston, Texas 77002
                           Attention: Peter Licalzi
                           Telephone: 713-216-8869
                           Facsimile: 713-216-4117

             and, with respect to non-Loan related matters, with a copy to:

                           The Chase Manhattan Bank
                           Global Oil & Gas Group
                           600 Travis, 20th Floor
                           Houston, Texas 77002
                           Attention: Robert Mertensotto
                           Telephone: 713-216-4147
                           Facsimile: 713-216-8870

         (c) if to the Canadian Administrative Agent:

                           The Chase Manhattan Bank of Canada
                           1 First Canadian Place
                           100 King Street West, Suite 6900
                           P.O. Box 106
                           Toronto, Ontario
                           Canada M5X 1A4
                           Attention: Portfolio Management Associates
                           Telephone: 416-216-4135 or 4106
                           Facsimile: 416-216-4162



                                       50

<PAGE>   56



         (d) if to the Canadian Syndication Agent:

                           The Bank of Nova Scotia
                           Scotia Capital - Bank Finance Oil, Gas & Pipelines
                           3820, 700 - 2nd Street SW
                           PO Box 2540, Scotia Centre
                           Calgary, Alberta   T2P 2N7
                           Attention: Stacey Strike
                           Telephone: 403-221-6413
                           Facsimile: 403-221-6497

         (e) if to the Canadian Documentation Agent:

                           The Toronto-Dominion Bank
                           909 Fannin Street, Suite 1700
                           Houston, Texas 77010
                           Attention: Jim Bridwell
                           Telephone: 713-653-8265
                           Facsimile: 713-652-2647

         (f) if to any other Lender, to it at its address (or telecopy number)
provided to the Global Administrative Agent, the Canadian Administrative Agent
and the Borrower or as set forth in its Administrative Questionnaire; and

         (g) if to any U.S. Lender or Canadian Revolving Lender, to it at its
address (or telecopy number) provided to the Global Administrative Agent, the
Canadian Administrative Agent, the Parent or as set forth in its Administrative
Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

         SECTION 10.2. Waivers; Amendments.

         (a) No failure or delay by the Global Administrative Agent, the
Canadian Administrative Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Global Administrative Agent, the
Canadian Administrative Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be


                                       51

<PAGE>   57



permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.

         (b) Neither this Agreement nor any of the Combined Loan Documents nor
any provision hereof or thereof may be waived, amended or modified except, in
the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Global Administrative Agent and the Canadian Administrative Agent with the
consent of the Required Lenders, or, in the case of any other Combined Loan
Document, pursuant to an agreement or agreements in writing entered into by the
relevant Loan Parties thereto and the Required Lenders or by the relevant Loan
Parties thereto and the Global Administrative Agent and the Canadian
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Lender's
Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Lender's
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) change any of the provisions of this Section 10.2,
Section 2.7, 2.10 or the definition of "Combined Lenders," "Combined Revolving
Lenders," "Required Lenders," "Majority Lenders" or "Super Majority Lenders" or
any other provision of any Combined Loan Document specifying the number or
percentage of Lenders, U.S. Lenders, Canadian Revolving Lenders, Combined
Lenders or Combined Revolving Lenders required to determine or redetermine the
Global Borrowing Base or required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Combined Lender, (vi) release the Parent from its
Parent Guaranty, or limit its liability in respect of the Parent Guaranty,
without the written consent of each Combined Lender, or (vii) except as
expressly provided herein, in the Intercreditor Agreement or in the Security
Documents (as defined herein and in each other Combined Credit Agreement),
release all or any part of the Collateral from the Liens of the Security
Documents (as defined herein and in each other Combined Credit Agreement),
without the written consent of each Combined Lender; provided further that no
such agreement shall amend, waive, modify or otherwise affect the rights or
duties of any Agent (as defined herein and in each other Combined Credit
Agreement) without the prior written consent of such Agent (as defined herein
and in each other Combined Credit Agreement), as the case may be; provided
further that the Global Administrative Agent shall have the right to execute and
deliver any release of Lien (or other similar instrument) without the consent of
any Lender to the extent such release is required to permit the Borrower to
consummate a transaction permitted by this Agreement or the other Combined Loan
Documents.

         SECTION 10.3. Expenses; Indemnity; Damage Waiver.

         (a) The Borrower shall pay (i) all legal, printing, recording,
syndication, travel, advertising and other reasonable out-of-pocket expenses
incurred by the Agents, the Arranger and


                                       52

<PAGE>   58



their Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Agents and the Arranger (on a solicitor and his own client
basis), in connection with the syndication of the credit facilities provided for
herein, the preparation, execution, delivery and administration of this
Agreement, the Loan Documents and each other document or instrument relevant to
this Agreement or the Loan Documents and any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) the filing,
recording, refiling or rerecording of the Pledge Agreement and the other
Security Documents and/or any Uniform Commercial Code financing statements
relating thereto and all amendments, supplements and modifications to, and all
releases and terminations of, any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof or of the Pledge Agreement and the other Security
Documents, and (iii) all reasonable out-of-pocket expenses incurred by the
Agents or any Lender, including the fees, charges and disbursements of any
counsel for the Agents or any Lender (on a solicitor and his own client basis),
in connection with the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made hereunder, including all such reasonable
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

         (b) The Borrower shall indemnify the Agents, the Arranger and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable out-of-pocket fees, charges and disbursements of any counsel for
any Indemnitee (on a solicitor and his own client basis), incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the
consummation of the Financing Transactions or any other transactions
contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii)
any actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower, or any
Environmental Liability related in any way to the Borrower, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity and release shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO
THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE
(OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR
CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL).

         (c) To the extent that the Borrower fails to pay any amount required to
be paid by the Borrower to the Global Administrative Agent or the Canadian
Administrative Agent under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Global Administrative


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<PAGE>   59



Agent or the Canadian Administrative Agent such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Global Administrative Agent or
the Canadian Administrative Agent in its capacity as such.

         (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Financing Transactions, any Loan or the use of the proceeds thereof.

         (e) All amounts due under this Section shall be payable not later than
thirty (30) days after written demand therefor.

         SECTION 10.4. Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Global Administrative Agent and each Combined Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Global Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

         (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Loan); provided that (i) except in the case of an assignment to a Lender or
a Lender Affiliate, each of the Borrower, the Canadian Administrative Agent and
the Global Administrative Agent must give their prior written consent to such
assignment (which consents shall not be unreasonably withheld), (ii) except in
the case of an assignment to a Lender or a Lender Affiliate or an assignment of
the entire remaining amount of the assigning Lender's Loan, the amount of the
Loan of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is
delivered to the Global Administrative Agent) shall be in increments of
U.S.$1,000,000 and not less than U.S.$10,000,000 unless each of the Borrower and
the Global Administrative Agent otherwise consent, (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement, except that this clause
(iii) shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender's rights and obligations in respect of its Loan in
conformity with the Intercreditor Agreement, (iv) the parties to each assignment
shall execute and deliver to the Global Administrative Agent an Assignment and
Acceptance, together with a


                                       54

<PAGE>   60



processing and recordation fee of U.S.$3,500, (v) the assignee, if it shall not
be a Lender, shall deliver to the Global Administrative Agent an Administrative
Questionnaire, and (vi) after giving effect to any assignment hereunder, the
assigning Lender shall have a Loan of at least U.S.$10,000,000 unless each of
the Borrower and the Global Administrative Agent otherwise consents; and
provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under Section 8.1 has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto
and to the other Loan Documents and, to the extent of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement and the other Loan Documents (and, in the case
of an Assignment and Acceptance covering all of the assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17, 2.18, 2.20 and 10.3 and be subject to the terms of Section 10.12). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

         (c) The Global Administrative Agent and the Canadian Administrative
Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices in New York City and Toronto, Canada, respectively, a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and principal amount of
the Loan owing to each Lender pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Global Administrative Agent, the Canadian Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement and the other Loan Documents, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

         (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Global Administrative Agent and the Canadian
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register and will provide prompt written
notice to the Borrower of the effectiveness of such assignment. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

         (e) Any Lender may, without the consent of the Borrower, the Global
Administrative Agent or the Canadian Administrative Agent, sell participations
to one or more banks or other


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<PAGE>   61



entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Loan);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, and (iii) the Borrower, the
Global Administrative Agent, the Canadian Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the second proviso to Section
10.2(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.8 and 10.12 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

         (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant.
A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.17(e) as though it were a
Lender.

         (g) Any Lender may at any time pledge or assign a Lien in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank or, in the case of a Lender organized in a jurisdiction outside of the
United States, a comparable Person, and this Section shall not apply to any such
pledge or assignment; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

         SECTION 10.5. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of the Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Agent, the Arranger or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding. The provisions of Sections 2.15,
2.16, 2.17, 2.18, 2.20, 10.3 and 10.12


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<PAGE>   62



and Article IX shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby and the repayment of
the Loans.

         SECTION 10.6. Counterparts; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Except as provided in Section
4.1, this Agreement shall become effective when it shall have been executed by
the Global Administrative Agent and the Canadian Administrative Agent and when
the Global Administrative Agent and the Canadian Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

         SECTION 10.7. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 10.8. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each of the Agents, the Lenders and their Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured; provided, however, that any such
set-off and application shall be subject to the provisions of Section 2.18. As
security for such obligations, the Borrower hereby grants to the Agents and each
Lender a continuing security interest in any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter maintained with
any of the Agents and such Lenders. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

         SECTION 10.9. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

         (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



                                       57

<PAGE>   63



         (b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE
BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

         (c) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

         (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.

         SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO


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<PAGE>   64



REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         SECTION 10.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         SECTION 10.12. Confidentiality. In the event that the Borrower or the
Parent provides to the Global Administrative Agent, the Canadian Administrative
Agent or the Lenders confidential information belonging to the Borrower, the
Parent or any of its Subsidiaries, then the Global Administrative Agent, the
Canadian Administrative Agent and the Lenders shall thereafter maintain such
information in confidence in accordance with the standards of care and diligence
that each utilizes in maintaining its own confidential information. This
obligation of confidence shall not apply to such portions of the information
which (i) are in the public domain, (ii) hereafter become part of the public
domain without the Global Administrative Agent, the Canadian Administrative
Agent or the Lenders breaching their obligation of confidence to the Borrower or
the Parent, (iii) are previously known by the Global Administrative Agent, the
Canadian Administrative Agent or the Lenders from some source other than the
Borrower or the Parent, (iv) are hereafter developed by the Global
Administrative Agent, the Canadian Administrative Agent or the Lenders without
using the Borrower's or the Parent's information, (v) are hereafter obtained by
or available to the Global Administrative Agent, the Canadian Administrative
Agent or the Lenders from a third party who owes no obligation of confidence to
the Borrower or the Parent with respect to such information or through any other
means other than through disclosure by the Borrower or the Parent, (vi) are
disclosed with the Borrower's or the Parent's consent, (vii) must be disclosed
either pursuant to any Governmental Rule or to Persons regulating the activities
of the Global Administrative Agent, the Canadian Administrative Agent or the
Lenders, or (viii) as may be required by law or regulation or order of any
Governmental Authority in any judicial, arbitration or governmental proceeding.
Further, the Global Administrative Agent, the Canadian Administrative Agent or a
Lender may disclose any such information to any other Lender, any independent
petroleum engineers or consultants, any independent certified public or
chartered accountants, any legal counsel employed by such Person in connection
with this Agreement or any other Combined Loan Document, including without
limitation, the enforcement or exercise of all rights and remedies thereunder,
or any assignee or participant (including prospective assignees and
participants) in the Loans; provided, however, that the Global Administrative
Agent, the Canadian Administrative Agent or the Lenders shall receive a
confidentiality agreement from the Person to whom such information is disclosed
such that said Person shall have the same obligation to maintain the
confidentiality of such information as is imposed upon the Global Administrative
Agent, the Canadian Administrative Agent or the Lenders hereunder.
Notwithstanding anything to the contrary provided herein, this obligation of
confidence shall cease three (3) years from the date the information was
furnished, unless the Borrower requests in writing at least thirty (30) days
prior to the expiration of such three


                                       59

<PAGE>   65



year period, to maintain the confidentiality of such information for an
additional three year period. The Borrower and the Parent waive any and all
other rights they may have to confidentiality as against the Global
Administrative Agent, the Canadian Administrative Agent and the Lenders arising
by contract, agreement, statute or law except as expressly stated in this
Section 10.12.

         SECTION 10.13. Interest Rate Limitation. It is the intention of the
parties hereto to conform strictly to applicable interest, usury and criminal
laws and, anything herein to the contrary notwithstanding, the obligations of
the Borrower and the Parent to a Lender or any Agent under this Agreement or any
Combined Loan Document shall be subject to the limitation that payments of
interest shall not be required to the extent that receipt thereof would be
contrary to provisions of law applicable to such Lender or Agent limiting rates
of interest which may be charged or collected by such Lender or Agent.
Accordingly, if the transactions contemplated hereby or thereby would be
illegal, unenforceable, usurious or criminal under laws applicable to a Lender
or any Agent (including the laws of any jurisdiction whose laws may be
mandatorily applicable to such Lender or Agent notwithstanding anything to the
contrary in this Agreement or any other Combined Loan Document then, in that
event, notwithstanding anything to the contrary in this Agreement or any other
Combined Loan Document, it is agreed as follows:

                  (i) the provisions of this Section shall govern and control;

                  (ii) the aggregate of all consideration which constitutes
         interest under applicable law that is contracted for, taken, reserved,
         charged or received under this Agreement or any Combined Loan Document
         or otherwise in connection with this Agreement or any Combined Loan
         Document by such Lender or such Agent shall under no circumstances
         exceed the maximum amount of interest allowed by applicable law (such
         maximum lawful interest rate, if any, with respect to each Lender and
         the Agents herein called the "Highest Lawful Rate"), and any excess
         shall be cancelled automatically and if theretofore paid shall be
         credited to the Borrower by such Lender or such Agent (or, if such
         consideration shall have been paid in full, such excess refunded to the
         Borrower);

                  (iii) all sums paid, or agreed to be paid, to such Lender or
         such Agent for the use, forbearance and detention of the indebtedness
         of the Borrower to such Lender or such Agent hereunder or under any
         Combined Loan Document shall, to the extent permitted by laws
         applicable to such Lender or such Agent, as the case may be, be
         amortized, prorated, allocated and spread throughout the full term of
         such indebtedness until payment in full so that the actual rate of
         interest is uniform throughout the full term thereof;

                  (iv) if at any time the interest provided pursuant to this
         Section or any other clause of this Agreement or any other Combined
         Loan Document, together with any other fees or compensation payable
         pursuant to this Agreement or any other Combined Loan Document and
         deemed interest under laws applicable to such Lender or such Agent,
         exceeds that amount which would have accrued at the Highest Lawful
         Rate, the amount of interest and any such fees or compensation to
         accrue to such Lender or such Agent pursuant to this Agreement or such
         other Combined Loan Document shall be limited, notwithstanding


                                       60

<PAGE>   66



         anything to the contrary in this Agreement or any other Combined Loan
         Document, to that amount which would have accrued at the Highest Lawful
         Rate, but any subsequent reductions, as applicable, shall not reduce
         the interest to accrue to such Lender or such Agent pursuant to this
         Agreement or such other Combined Loan Document below the Highest Lawful
         Rate until the total amount of interest accrued pursuant to this
         Agreement or such other Combined Loan Document, as the case may be, and
         such fees or compensation deemed to be interest equals the amount of
         interest which would have accrued to such Lender or Agent if a varying
         rate per annum equal to the interest provided pursuant to any other
         relevant Section hereof (other than this Section) or thereof, as
         applicable, had at all times been in effect, plus the amount of fees
         which would have been received but for the effect of this Section; and

                  (v) with the intent that the rate of interest herein shall at
         all times be lawful, and if the receipt of any funds owing hereunder or
         under any other agreement related hereto (including any of the other
         Combined Loan Documents) by such Lender or such Agent would cause such
         Lender to charge the Borrower a criminal rate of interest, the Lenders
         and the Agents agree that they will not require the payment or receipt
         thereof or a portion thereof which would cause a criminal rate of
         interest to be charged by such Lender or such Agent, as applicable, and
         if received such affected Lender or Agent will return such funds to the
         Borrower so that the rate of interest paid by the Borrower shall not
         exceed a criminal rate of interest from the date this Agreement was
         entered into.

         SECTION 10.14. Collateral Matters; Hedging Agreements; Overdraft
Facility. The benefit of the Security Documents and of the provisions of this
Agreement relating to the Collateral shall also extend to and be available to
(i) those Lenders or their Affiliates which are counterparties to the Hedging
Agreements on a pro rata basis in respect of any Hedging Obligations of the
Borrower that is in effect at such time as such Person (or its Affiliate) is a
Lender, but only while such Person or its Affiliate is a Lender, and (ii) those
Lenders which are parties to the Overdraft Facility on a pro rata basis in
respect of any obligations of the Borrower or any of its Subsidiaries under such
Overdraft Facility up to a maximum of $5,000,000 that are in effect at such time
as such Person is a Lender, but only while such Person is a Lender.

         SECTION 10.15. Arranger; Canadian Documentation Agent; Canadian
Syndication Agent; Other Agents. None of the Persons identified on the facing
page or the signature pages of this Agreement as the "Sole Bookrunner and Lead
Arranger" or "Canadian Documentation Agent" or the "Canadian Syndication Agent"
or any other Agent (other than the Global Administrative Agent and the Canadian
Administrative Agent) shall have any right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan Document other
than, except in the case of the Arranger, those applicable to all Lenders as
such. Without limiting the foregoing, none of the Arranger, the Canadian
Documentation Agent, the Canadian Syndication Agent or any other Agent (other
than the Global Administrative Agent and the Canadian Administrative Agent)
shall have or be deemed to have any fiduciary relationship with any Lender or
the Borrower or any of its Subsidiaries. The Borrower and each Lender
acknowledges that it has not relied, and will not rely, on any of the Arranger,
the Canadian Documentation Agent, Canadian Syndication Agent or any


                                       61

<PAGE>   67



other Agent (other than the Global Administrative Agent and the Canadian
Administrative Agent) in deciding to enter into this Agreement or in taking or
not taking any action hereunder or under the Combined Loan Documents.

         SECTION 10.16. Intercreditor Agreement; Security Documents. For so long
as the Intercreditor Agreement shall be in effect, the terms and conditions of
this Agreement and the other Loan Documents are subject to the terms of the
Intercreditor Agreement. In the event of any inconsistency between this
Agreement or any other Loan Document and the terms of the Intercreditor
Agreement, the Intercreditor Agreement shall control. In the event of any
inconsistency between this Agreement and the terms of any other Loan Document,
this Agreement shall control.

         SECTION 10.17. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]


                                       62

<PAGE>   68



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                        TOM BROWN RESOURCES FUNDING CORP.

                        By:
                               ----------------------------------------------
                        Name:  Daniel G. Blanchard
                        Title: Vice President


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 1


<PAGE>   69



                             THE CHASE MANHATTAN BANK, as Global
                             Administrative Agent

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 2


<PAGE>   70



                             THE CHASE MANHATTAN BANK OF
                             CANADA, as Canadian Administrative Agent

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 3


<PAGE>   71



                             THE CHASE MANHATTAN BANK, as a Lender


                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 4


<PAGE>   72



                             THE TORONTO-DOMINION BANK, as Canadian
                             Documentation Agent

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 5


<PAGE>   73



                             THE BANK OF NOVA SCOTIA, as Canadian
                             Syndication Agent and as a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 6


<PAGE>   74



                             U.S. BANK NATIONAL ASSOCIATION, as a
                             Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 7


<PAGE>   75



                             THE TORONTO-DOMINION BANK, as a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 8


<PAGE>   76



                             BNP PARIBAS, as a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                      S - 9


<PAGE>   77



                             CHRISTIANA BANK OG KREDITKASSE, ASA
                             NEW YORK BRANCH, as a Managing Agent and
                             a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                     S - 10


<PAGE>   78



                             NATIONAL BANK OF CANADA, NEW YORK
                             BRANCH, as a Managing Agent and a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                     S - 11


<PAGE>   79



                             COMERICA BANK - TEXAS, as Co-Agent and as
                             a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                     S - 12


<PAGE>   80



                             THE FUJI BANK, LIMITED, as a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                     S - 13


<PAGE>   81



                             WELLS FARGO BANK, N.A., as a Lender

                             By:
                                   -------------------------------------------
                             Name:
                             Title:


               [SIGNATURE PAGE TO CANADIAN TERM CREDIT AGREEMENT]

                                     S - 14


<PAGE>   82



                                   EXHIBIT A-1

            FORM OF LEGAL OPINION OF STEWART MCKELVEY STIRLING SCALES

                                [to be provided]




                              Exhibit A-1 - Page 1

<PAGE>   83



                                   EXHIBIT A-2

                 FORM OF LEGAL OPINION OF VINSON & ELKINS L.L.P.

                                [to be provided]



                              Exhibit A-2 - Page 1

<PAGE>   84



                                    EXHIBIT B

                             [Intentionally omitted]




                               Exhibit B - Page 1

<PAGE>   85



                                    EXHIBIT C

                        TOM BROWN RESOURCES FUNDING CORP.

                             COMPLIANCE CERTIFICATE

         In connection with that certain Credit Agreement, dated as of March 20,
2001 (together with all amendments, if any, from time to time made thereto, the
"Canadian Term Credit Agreement", among the Borrowers party thereto, the Lenders
party thereto, The Chase Manhattan Bank of Canada, as Canadian Administrative
Agent, The Bank of Nova Scotia, as Canadian Syndication Agent, The
Toronto-Dominion Bank, as Canadian Documentation Agent, the Global
Administrative Agent, and the other Agents party thereto, the undersigned, the
[title of Authorized Officer] of TBF does hereby certify, pursuant to Section
5.1(a) of the Canadian Term Credit Agreement, as follows on behalf of the
Borrower thereunder (capitalized terms hereinafter used having the meaning
specified in the Canadian Term Credit Agreement):

         No condition or event which constitutes a Default or an Event of
Default has occurred and is continuing.

         IN WITNESS WHEREOF, I have hereunto set my hand as of this ____ day of
_____________, 200__.

                             TOM BROWN RESOURCES FUNDING CORP.


                             By:
                                 ----------------------------------------------
                                        [Authorized Officer of TBF]




                               Exhibit C - Page 1

<PAGE>   86



                                    EXHIBIT D

                        FORM OF ASSIGNMENT AND ACCEPTANCE

         Reference is made to that certain Credit Agreement, dated as of March
20, 2001 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among Tom Brown Resources Funding Corp., a Nova Scotia
unlimited liability company (the "Borrower"), The Toronto-Dominion Bank, as
Canadian Documentation Agent, The Bank of Nova Scotia, as Canadian Syndication
Agent, The Chase Manhattan Bank of Canada as Canadian Administrative Agent, The
Chase Manhattan Bank, as Global Administrative Agent (the "Global Administrative
Agent"), the other Agents party thereto, and such Lenders which are or become a
party thereto. Terms defined in the Credit Agreement are used herein with the
same meanings.

         The Assignor named on the reverse hereof hereby sells and assigns,
without recourse, to the Assignee named on the reverse hereof, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Assignment Date set forth on the reverse hereof, the interests set forth
on the reverse hereof (the "Assigned Interest") in the Assignor's rights and
obligations under the Credit Agreement and the other Loan Documents, including,
without limitation, the interests set forth on the reverse hereof in the Loan of
the Assignor on the Assignment Date, but excluding accrued interest and fees to
and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a
copy of the Credit Agreement and the other Loan Documents. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and the other Loan Documents, including,
without limitation, the Intercreditor Agreement, and, to the extent of the
Assigned Interest, have the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its
rights and be released from its obligations under the Credit Agreement and the
other Loan Documents (other than those set forth in Sections 10.4 and 10.12
thereof).

         This Assignment and Acceptance is being delivered to the Global
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.17(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Global Administrative
Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Global Administrative Agent pursuant to Section 10.4(b) of the
Credit Agreement.

         THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Date of Assignment:
                         -----------------------------------------------------
Legal Name of Assignor:
                         -----------------------------------------------------
Legal Name of Assignee:
                         -----------------------------------------------------



                               Exhibit D - Page 1

<PAGE>   87




Assignee's Address for Notices:
                                   -------------------------------------------
Effective Date of Assignment
("Assignment Date"):
                                   -------------------------------------------




<TABLE>
<CAPTION>
                                                                               Percentage Assigned of Loans (set
                                             Equivalent Amount in             forth, to at least 8 decimals, as a
                                           Dollars of the Principal           percentage of the Facility and the
                                                    Amount                      aggregate Loans of all Lenders
               Facility                             Assigned                              thereunder)
--------------------------------------  -------------------------------  --------------------------------------------
<S>                                     <C>                              <C>
Loan:                                   U.S.$_____                                     _________________%
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                          [Name of Assignor]   , as Assignor


                          By:
                              ---------------------------------------------
                          Name:
                          Title:


                          [Name of Assignee]   , as Assignee

                          By:
                              ---------------------------------------------
                          Name:
                          Title:



                               Exhibit D - Page 2

<PAGE>   88

The undersigned hereby consent to the within assignment:(1)


                                     TOM BROWN RESOURCES FUNDING CORP.


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:


                                     THE CHASE MANHATTAN BANK, as
                                     Global Administrative Agent

                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:


                                     THE CHASE MANHATTAN BANK OF
                                     CANADA, as Canadian Administrative
                                     Agent

                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:

--------
(1)      Consents to be included to the extent required by Section 10.4(b) of
         the Credit Agreement.


                               Exhibit D - Page 3

<PAGE>   89



                                   EXHIBIT E-1

                            FORM OF BORROWING REQUEST

                                 March __, 2001

The Chase Manhattan Bank(1)
as Global Administrative Agent
for the Lenders referred to below
c/o The Chase Manhattan Bank
Global Oil & Gas Group
600 Travis, 20th Floor
Houston, Texas 77002
Attention: Peter Licalzi
Facsimile: 713-216-4117

The Chase Manhattan Bank
as Global Administrative Agent
for the Lenders referred to below
c/o The Chase Manhattan Bank
Loan and Agency Services
One Chase Manhattan Plaza, 8th floor
New York, NY 10081
Attention: Joselin Fernandes
Facsimile: 212-552-5777

The Chase Manhattan Bank of Canada
as Canadian Administrative Agent for the Lenders referred to below
c/o The Chase Manhattan Bank of Canada
1 First Canadian Place
100 King Street West, Suite 6900
P.O. Box 106
Toronto, Ontario
Canada M5X 1A4
Attention:
Facsimile:

         Re:      Tom Brown, Inc. - Canadian Term Credit Agreement

--------

(1) For Interest Periods for Canadian Dollars, also copy Chase Manhattan
International Limited, International Loan Services Group, Trinity Tower, 9
Thomas More Street, London E1W 9YT, Attention: Steve Hurford.


                              Exhibit E-1 - Page 1

<PAGE>   90



Dear Sirs:

         Reference is made to that certain Credit Agreement, dated as of March
20, 2001 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among Tom Brown Resources Funding Corp., a Nova Scotia
unlimited liability company (the "Borrower"), The Toronto-Dominion Bank, as
Canadian Documentation Agent, The Bank of Nova Scotia, as Canadian Syndication
Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, The
Chase Manhattan Bank, as Global Administrative Agent (the "Global Administrative
Agent"), the other Agents party thereto and such Lenders which are or become a
party thereto. Terms defined in the Credit Agreement are used herein with the
same meanings. This notice constitutes a Borrowing Request and the Borrower
hereby requests the Loan under the Credit Agreement, and in that connection the
Borrower specifies the following information with respect to the Loan requested
hereby:

         (A) Principal amount and Currency: [C$150,000,000]

         (B) Interest rate basis(2): Eurocurrency

         (C) Effective date (which is a Business Day): Global Effective Date

         (D) Date of maturity (which is a Business Day):
                                                        -----------------------

         (E) Interest Period(3):
                                --------------------

      The Borrower has caused this Borrowing Request to be executed and
delivered by its Authorized Officer this day of March, 2001.

                           Very truly yours,

                           TOM BROWN RESOURCES FUNDING CORP.


                           By:
                               ----------------------------------------------
                           Name:
                           Title:


--------

(2)      Eurocurrency Interest Period or ABR Interest Period.

(3)      If applicable, selected period must comply with the definition of
         "Interest Period" and end not later than the Maturity Date.


                              Exhibit E-1 - Page 2

<PAGE>   91



                                   EXHIBIT E-2

                        FORM OF INTEREST ELECTION REQUEST

                            ________________, 200___

The Chase Manhattan Bank(1)
as Global Administrative Agent
for the Lenders referred to below
c/o The Chase Manhattan Bank
Global Oil & Gas Group
600 Travis, 20th Floor
Houston, Texas 77002
Attention: Peter Licalzi
Facsimile: 713-216-4117

The Chase Manhattan Bank
as Global Administrative Agent
 for the Lenders referred to below
c/o The Chase Manhattan Bank
Loan and Agency Services
One Chase Manhattan Plaza, 8th floor
New York, NY 10081
Attention: Joselin Fernandes
Facsimile: 212-552-5777

The Chase Manhattan Bank of Canada
as Canadian Administrative Agent for the Lenders referred to below
c/o The Chase Manhattan Bank of Canada
1 First Canadian Place
100 King Street West, Suite 6900
P.O. Box 106
Toronto, Ontario
Canada M5X 1A4
Attention:
Facsimile:

         Re:      Tom Brown, Inc. - Canadian Term Credit Agreement

--------
(1) For elections with respect to Canadian Dollars, also copy Chase Manhattan
International Limited, International Loan Services Group, Trinity Tower, 9
Thomas More Street, London E1W 9YT, Attention: Steve Hurford.


                              Exhibit E-2 - Page 1

<PAGE>   92



Dear Sirs:

         Reference is made to that certain Credit Agreement, dated as of March
20, 2001 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among Tom Brown Resources Funding Corp., a Nova Scotia
unlimited liability company the "Borrower"), The Toronto-Dominion Bank, as
Canadian Documentation Agent, The Bank of Nova Scotia, as Canadian Syndication
Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, The
Chase Manhattan Bank, as Global Administrative Agent (the "Global Administrative
Agent"), the other Agents party thereto and such Lenders which are or become a
party thereto. Terms defined in the Credit Agreement are used herein with the
same meanings. This notice constitutes an Interest Election Request and the
Borrower hereby requests the conversion or continuation of an Interest Period
under the Credit Agreement, and in that connection the Borrower specifies the
following information with respect to the Interest Period to be converted or
continued as requested hereby:

         (A) Interest Period to which this request applies(1):
                                                              -----------------

         (B) Principal amount of Interest Period to be converted/continued:

         ----------------------------------------------------------------------

         (C) Effective date of election (which is a Business Day):
                                                                  -------------

         (D) Interest rate basis of resulting Interest Period(2):
                                                                 --------------

         (E) Interest Period of resulting Interest Period(3):
                                                             ------------------

                           Very truly yours,

                           TOM BROWN RESOURCES FUNDING CORP.


                           By:
                               -----------------------------------------------
                           Name:
                           Title:

--------
(1)      Specify existing Type and last day of current Interest Period.

(2)      Eurocurrency Interest Periods or ABR Interest Periods.

(3)      Which must comply with the definition of "Interest Period" and end not
         later than the Maturity Date.


                              Exhibit E-2 - Page 2

<PAGE>   93



                                    EXHIBIT F

                            FORM OF PLEDGE AGREEMENT

                                [to be provided]




                               Exhibit F - Page 1

<PAGE>   94



                                    EXHIBIT G

                             FORM OF PARENT GUARANTY

                                [to be provided]




                               Exhibit G - Page 1

<PAGE>   95


                                  SCHEDULE 2.1

                                   COMMITMENTS



<TABLE>
<CAPTION>
                 Lender                              Commitments
-----------------------------------------         ------------------
<S>                                              <C>
The Chase Manhattan Bank, Toronto Branch          U.S.$10,555,555.54

U.S. Bank National Association                    U.S.$10,555,555.56

BNP Paribas                                       U.S.$10,555,555.56

The Bank of Nova Scotia                           U.S.$10,555,555.56

Toronto Dominion (Texas), Inc.                    U.S.$10,555,555.56

Christiana Bank OG Kreditkasse, ASA New           U.S.$10,555,555.56
York Branch

National Bank of Canada, New York Branch          U.S.$10,555,555.56

Comerica Bank - Texas                             U.S.$ 8,444,444.44

The Fuji Bank, Limited                            U.S.$ 6,333,333.33

Wells Fargo Bank, N.A.                            U.S.$ 6,333,333.33

TOTAL:                                            U.S.$95,000,000
</TABLE>




                              Schedule 2.1 - Page 1