<PAGE>   1


                      [CANADIAN REVOLVING CREDIT AGREEMENT]

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


                                CREDIT AGREEMENT

                           dated as of March 20, 2001

                                      among

                       TOM BROWN RESOURCES FUNDING CORP.,

                            TOM BROWN RESOURCES LTD.,

                            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 and Borrowings.........................................................22
           1.3.   Terms Generally................................................................................22
           1.4.   Provision with Respect to Borrowers............................................................22
           1.5.   U.S. Credit Agreement Definitions..............................................................22

ARTICLE II            THE CREDITS................................................................................23
           2.1.   Commitments....................................................................................23
           2.2.   Loans and Borrowings...........................................................................23
           2.3.   Requests for Borrowings........................................................................24
           2.4.   Letters of Credit..............................................................................25
           2.5.   Funding of Borrowings..........................................................................29
           2.6.   Interest Elections.............................................................................29
           2.7.   [Intentionally omitted.].......................................................................31
           2.8.   Termination and Reduction of Commitments.......................................................31
           2.9.   Repayment of Loans; Evidence of Indebtedness...................................................31
           2.10.   Prepayment of Loans...........................................................................32
           2.11.   Fees..........................................................................................34
           2.12.   Interest......................................................................................35
           2.13.   Alternate Rate of Interest....................................................................36
           2.14.   Illegality....................................................................................37
           2.15.   Increased Costs...............................................................................38
           2.16.   Break Funding Payments........................................................................39
           2.17.   Taxes.........................................................................................40
           2.18.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs...................................41
           2.19.   Mitigation Obligations; Replacement of Lenders................................................43
           2.20.   Currency Conversion and Currency Indemnity....................................................43
           2.21.   Addition of Lenders and Increase in Commitments...............................................44
           2.22.   Bankers' Acceptances..........................................................................45

ARTICLE III           REPRESENTATIONS AND WARRANTIES.............................................................49
           3.1.   Corporate Existence............................................................................49
           3.2.   [Intentionally omitted]........................................................................50
           3.3.   [Intentionally omitted]........................................................................50
           3.4.   No Breach......................................................................................50
           3.5.   Authority......................................................................................50
           3.6.   Approvals......................................................................................50
           3.7.   Use of Proceeds and Letters of Credit..........................................................50
           3.8.   [Intentionally omitted]........................................................................50
           3.9.   [Intentionally omitted]........................................................................51
</TABLE>



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<TABLE>

<S>                                                                                                              <C>
           3.10.   Properties, etc...............................................................................51
           3.11.   No Material Misstatements.....................................................................51
           3.12.   [Intentionally omitted].......................................................................52
           3.13.   [Intentionally omitted].......................................................................52
           3.14.   Subsidiaries..................................................................................52
           3.15.   Location of Business and Offices..............................................................52
           3.16.   Defaults......................................................................................52
           3.17.   Unfunded Pension Liabilities..................................................................52
           3.18.   Compliance with the Law.......................................................................52
           3.19.   Solvency......................................................................................52
           3.20.   Representations and Warranties in U.S. Credit Agreement.......................................53

ARTICLE IV            CONDITIONS.................................................................................53
           4.1.   Initial Loan...................................................................................53
           4.2.   Each Credit Event..............................................................................56

ARTICLE V             AFFIRMATIVE COVENANTS......................................................................57
           5.1.   Reporting Requirements.........................................................................57
           5.2.   Litigation.....................................................................................57
           5.3.   Maintenance, Etc...............................................................................57
           5.4.   Further Assurances.............................................................................58
           5.5.   Performance of Obligations.....................................................................58
           5.6.   Additional Subsidiaries........................................................................58
           5.7.   Covenants in U.S. Credit Agreement.............................................................58

ARTICLE VI            [NOT USED].................................................................................59

ARTICLE VII           NEGATIVE COVENANTS.........................................................................59
           7.1.   Nature of Business.............................................................................59
           7.2.   Liens..........................................................................................59
           7.3.   Proceeds of Loans and Letters of Credit........................................................59
           7.4.   Transactions with Affiliates...................................................................59
           7.5.   Subsidiaries...................................................................................59

ARTICLE VIII          EVENTS OF DEFAULT..........................................................................60
           8.1.   Listing of Events of Default...................................................................60
           8.2.   Action if Bankruptcy...........................................................................61
           8.3.   Action if Other Event of Default...............................................................62

ARTICLE IX            AGENTS.....................................................................................62

ARTICLE X             MISCELLANEOUS..............................................................................65
           10.1.   Notices.......................................................................................65
           10.2.   Waivers; Amendments...........................................................................67
</TABLE>



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<TABLE>

<S>                                                                                                              <C>
           10.3.   Expenses; Indemnity; Damage Waiver............................................................68
           10.4.   Successors and Assigns........................................................................70
           10.5.   Survival......................................................................................72
           10.6.   Counterparts; Effectiveness...................................................................73
           10.7.   Severability..................................................................................73
           10.8.   Right of Setoff...............................................................................73
           10.9.   GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS....................................74
           10.10.   WAIVER OF JURY TRIAL.........................................................................75
           10.11.   Headings.....................................................................................75
           10.12.   Confidentiality..............................................................................75
           10.13.   Interest Rate Limitation.....................................................................76
           10.14.   Collateral Matters; Hedging Agreements; Overdraft Facility...................................77
           10.15.   Arranger; Canadian Documentation Agent; Canadian Syndication Agent;
                      Other Agents...............................................................................78
           10.16.   Intercreditor Agreement; Security Documents..................................................78
           10.17.   NO ORAL AGREEMENTS...........................................................................78
</TABLE>


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                             EXHIBITS AND SCHEDULES
<TABLE>
<CAPTION>

EXHIBITS:

<S>                  <C>
Exhibit A-1          Form of Legal Opinion of Macleod Dixon
Exhibit A-2          Form of Legal Opinion of Vinson & Elkins L.L.P.
Exhibit A-3          Form of Legal Opinion of Stewart McKelvey Stirling Scales
Exhibit B            Form of Lender Certificate
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            [Intentionally omitted]
Exhibit H            [Intentionally omitted]
Exhibit I            Power of Attorney Terms -- Bankers' Acceptances
Exhibit J            Form of Bankers' Acceptance Request
Exhibit K            Calculation of Net Proceeds of Bankers' Acceptances
Exhibit L            Details of Issue of Bankers' Acceptance
Exhibit M            Form of Subsidiary Guaranty
Exhibit N            Form of Parent Guaranty

SCHEDULES:

Schedule 2.1         Commitments
</TABLE>




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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 ("TBF"), TOM
BROWN RESOURCES LTD., a corporation organized under the laws of the Province of
Alberta, Canada ("TBRL") (TBF and TBRL, collectively 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:

         "Acceptance Date" means any date, which must be a Business Day, on
which a Bankers' Acceptance is or is to be issued.

         "Accepting Lender" means any Lender which has accepted a Bankers'
Acceptance issued by a Borrower under this Agreement.

         "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 and the Managing Agent.



<PAGE>   7



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

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

         "Allocated Canadian Borrowing Base" means from time to time the
"Allocated Canadian Borrowing Base" as determined in accordance with Section
2.7(d)(ii) of the U.S. Credit Agreement.

         "Allocated U.S. Borrowing Base" means from time to time the "Allocated
U.S. Borrowing Base" as determined in accordance with Section 2.7(d)(i) of the
U.S. Credit Agreement.

         "Applicable Lending Office" means, for each Lender and for each Type of
Loan, 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 Loans 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 Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently set forth in the Register,
giving effect to any assignments made in accordance with Section 10.4 or any
increases or decreases in Commitments made in accordance with this Agreement.

         "Applicable Rate" means, for any day and with respect to any Eurodollar
Loans, any Canadian Prime Loans, any U.S. Prime Loans, any Bankers' Acceptance
or any Commitment Fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption "Eurodollar Loans", "U.S. Prime
Loans", "Canadian Prime Loans", "Bankers' Acceptances Stamping Fee" or
"Commitment Fees", as the case may be, based on the Global Borrowing Base
Utilization on such date.

<TABLE>
<CAPTION>

                                                      U.S. Prime      Canadian          Bankers'
                                       Eurodollar        Loans         Prime           Acceptance       Commitment
       Global Borrowing Base         Loans (in basis   (in basis   Loans (in basis     Stamping Fee      Fees (in
            Utilization:                points)         points)        points)      (in basis points)  basis points)
-------------------------------      ---------------  ----------   ---------------  -----------------  -------------
<S>                                  <C>              <C>           <C>              <C>               <C>
Less than 25%                            100.0            0.0             0.0             100.0            25.0

25% or greater and less than 33%         112.5           12.5            12.5             112.5            25.0

33% or greater and less than 50%         125.0           25.0            25.0             125.0            25.0

50% or greater and less than 75%         137.5           37.5            37.5             137.5            37.5

75% or greater                           150.0           50.0            50.0             150.0            37.5
</TABLE>


         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



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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.

         "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 a Borrower, the Chairman,
the President, any Vice President or the Treasurer of such Borrower or any other
officer of such Borrower specified as such to the Canadian Administrative Agent
in writing by any of the aforementioned officers of such Borrower or by
resolution from the board of directors of such 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.

         "Availability Period" means the period from and including the Global
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

         "BA Exposure" means, with respect to any Accepting Lender, the
Principal Amount of Bankers' Acceptances and BA Loans to be paid by the Borrower
to the Canadian Administrative Agent at the Principal Office for which such
Borrower has not reimbursed such Accepting Lender.

         "BA Loan" is defined in Section 2.22(g) hereof.

         "BA Maturity Date" means the date on which a Bankers' Acceptance is
payable.

         "BA Net Proceeds" means, in respect of any Bankers' Acceptance, the
amount determined in accordance with the formula set forth in Exhibit K less the
Stamping Fees applicable to each Bankers' Acceptances.

         "Bankers' Acceptance Liability" means, with respect to any Bankers'
Acceptance, the obligation of the Borrower to pay to the Canadian Administrative
Agent at the Principal Office the Principal Amount of any Bankers' Acceptances
for which such Borrower has not reimbursed the Accepting Lender.

         "Bankers' Acceptance Rate" means:

         (a)      for a Lender which is a Schedule I Lender, the arithmetic
                  average of the rates for the Schedule I Reference Lenders
                  which are listed in Schedule I to the Bank Act



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                  (Canada) as quoted on Reuters Services page CDOR as at 10:00
                  a.m. on the Acceptance Date for the appropriate term of the
                  requested Bankers' Acceptance; and

         (b)      for a Lender which is a Non-Schedule I Lender, the arithmetic
                  average of the actual discount rates applicable to Bankers'
                  Acceptances accepted by the Non-Schedule I Reference Lenders
                  which are listed in Schedule II of the Bank Act (Canada) as at
                  10:00 a.m. on the Acceptance Date for the appropriate term of
                  the requested Bankers' Acceptance, but not to exceed the sum
                  of (a) Banker's Acceptance Rate in paragraph (i) of this
                  definition plus (b) 10 basis points per annum.

         "Bankers' Acceptance Request" is defined in Section 2.22(b) and
contains the information set forth in Exhibit L.

         "Bankers' Acceptances" means bankers' acceptances denominated in
Canadian Dollars in the form of either a depository bill, as defined in the
Depository Bills and Notes Act (Canada), or a blank non-interest bearing bill of
exchange, as defined in the Bills of Exchange Act (Canada), in either case
issued by the Borrower and accepted by a Lender (and, if applicable, purchased
by a Lender) at the request of such Borrower, such depository bill or bill of
exchange to be substantially in the standard form of such Lender.

         "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.

         "Borrower" has the meaning given to such term in the preamble as
further described in Section 1.4.

         "Borrowing" means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, BA Loans or Bankers'
Acceptances, as to which a single Interest Period is in effect.

         "Borrowing Request" means a request by the Borrower for a Borrowing 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 and Toronto, Canada are
authorized or required by law to remain closed; provided that (a) when used in
connection with a Eurodollar Loan, 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, (b) when used in connection with a Canadian Prime Loan,
BA Loan or Banker's Acceptance, the term "Business Day" shall also exclude any
day on which commercial banks in Calgary, Canada and Toronto, Canada are
authorized or required by law to remain closed, and (c) when used in connection
with a U.S. Prime Loan, the term "Business Day"



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shall also exclude any day on which commercial banks in Calgary, Canada,
Toronto, Canada and New York City are authorized or required by law to remain
closed.

         "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 Term Credit Agreement and any
successor thereto.

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

         "Canadian Borrowing Base Deficiency" means the amount by which (a) the
aggregate Credit Exposure of the Lenders exceeds (b) the then current Allocated
Canadian Borrowing Base.

         "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 Term 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 from each province in
which any Borrowing Base Property or any material Collateral owned by the
Borrower or any Subsidiary of the Borrower is located, and such other
jurisdictions as the Global Administrative Agent may request, covering each Loan
Party.

         "Canadian Prime", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined in reference to the Canadian Prime Rate.

         "Canadian Prime Rate" means the variable rate of interest quoted by the
Canadian Administrative Agent from time to time as the reference rate of
interest which it employs to determine the interest rate it will charge for
demand loans in Canadian Dollars to its customers in Canada and which it
designates as its prime rate.

         "Canadian Security Documents" means the Security Documents and the
Canadian Term Security 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 Term Credit Agreement and any successor thereto.

         "Canadian Term Borrower" means TBF, as borrower under the Canadian Term
Credit Agreement.




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         "Canadian Term Commitment" means, with respect to each Canadian Term
Lender, the "Commitment" of such Canadian Term Lender (as defined in the
Canadian Term Credit Agreement). The aggregate amount of the Canadian Term
Lenders' Canadian Term Commitment is U.S.$95,000,000.

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

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

         "Canadian Term Loan Documents" means the Canadian Term 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.

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

         "Canadian Term Security Documents" means the "Security Documents" as
defined under the Canadian Term Credit Agreement.

         "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 any Issuing
Bank (or, for purposes of Section 2.15(b), by any Applicable Lending Office of
such Lender or any Issuing Bank or by such Lender's or any Issuing Bank'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.



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<PAGE>   12



         "Change of Control" means, except as permitted by Section 7.12 of the
U.S. Credit Agreement, the Parent shall cease to own, directly or indirectly,
100% of the issued and outstanding Equity Interests of each Borrower.

         "Closing Date" means the date of this Agreement.

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

         "Combined Commitments" means the aggregate of the Commitments, the U.S.
Commitments and the Canadian Term Commitments. The initial amount of the
Combined Commitments is U.S.$225,000,000.

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

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

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

         "Combined Loan Documents" means the Loan Documents, the U.S. Loan
Documents and the Canadian Term 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 Term Obligations (without duplication of any
Hedging Obligations).

         "Combined Revolving Commitments" means the aggregate of (i) the
Commitments of the Lenders hereunder and (ii) the U.S. 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 of the
Lenders hereunder and (ii) the amount in U.S. Dollars of the aggregate "Credit
Exposure" (as defined in the U.S. Credit Agreement) of the U.S. Lenders.

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




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         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Loans, to acquire participations in Letters of Credit hereunder,
and to accept Bankers' Acceptances or make a BA Loan hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.8, (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.4, (c) increased from
time to time pursuant to Section 2.21, and (d) terminated pursuant to Sections
8.2 or 8.3. The initial amount of each Lender's Commitment is set forth on
Schedule 2.1, or in the Register following any Assignment and Acceptance to
which such Lender is a party or the delivery of a Lender Certificate to which
such Lender is a party. The initial aggregate amount of the Commitments of the
Lenders is U.S.$55,000,000.

         "Commitment Fee" is defined in Section 2.11(a).

         "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.

         "Credit Exposure" means, with respect to any Lender at any time, the
Equivalent Amount in U.S. Dollars of the sum of (a) the outstanding principal
amount of such Lender's Loans plus (b) its LC Exposure plus (c) its BA Exposure
at such time.

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

         "DBNA" is defined in Section 2.22(j).

         "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) of the U.S.
Credit Agreement.

         "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 Subsidiary
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.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are denominated in
U.S. Dollars and bear interest at a rate determined by reference to the LIBO
Rate.



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<PAGE>   14



         "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 any Subsidiary 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 or any Subsidiary 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 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 any Subsidiary 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) of the U.S. Credit Agreement, (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, any
Issuing Bank 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, and (b) any branch profits taxes imposed



                                        9

<PAGE>   15



by the federal, or any provincial, government of Canada or any similar tax
imposed by any other jurisdiction in which the recipient is located.

         "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.

         "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.

         "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 Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

         "Foreign Lender" means any Lender that is not a resident in Canada for
purposes of the Income Tax Act (Canada). For purposes of this definition, Canada
and each province thereof shall be deemed to constitute a single jurisdiction.

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than Canada or any province thereof.

         "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 defined
in the U.S. Credit Agreement) as determined from time to time pursuant to
Section 2.7 of the U.S. Credit Agreement.

         "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 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).




                                       10

<PAGE>   16



         "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, 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.

         "Guarantor" means the Parent and any Subsidiary Guarantor.

         "Guaranty" means (i) a Parent Guaranty and (ii) a Subsidiary Guaranty
made by the Subsidiary Guarantors pursuant to Section 5.6 in favor of the Global
Administrative Agent, substantially in the form of Exhibit M, each as amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms of this Agreement and the other Loan Documents. The term
"Guaranties" shall include each and every Guaranty executed and delivered by the
Parent and the Subsidiary Guarantors hereunder.

         "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.




                                       11

<PAGE>   17



         "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.

         "Income Tax Act (Canada)" means the Income Tax Act (Canada), as amended
from time to time.

         "Increased Commitment Amount" is defined in Section 2.21.

         "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.



                                       12

<PAGE>   18



         "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 a Borrowing 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 Canadian Prime
Loan or U.S. Prime Loan, the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an 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, and (c) with respect to any BA Loan, the maturity date of the Bankers'
Acceptances issued concurrently with the advance of such BA Loan.

         "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing 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 one, two, three or six months (or, with the consent of each
Lender, nine or twelve months) thereafter, as the Borrower may elect and (b)
with respect to any BA Loan, each period commencing on the date such BA Loan is
made or converted from another Type of Loan or the last day of the next
preceding Interest Period for such BA Loan and ending on the date which is an
integral multiple of 30 days thereafter and is not less than 30 days or more
than 180 days thereafter, as the Borrower may select as provided in Section 2.6;
provided, that (a) 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, (b) any Interest Period pertaining to a Eurodollar
Borrowing 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,(c) no Interest Period may end later than
the last day of the Availability Period, and (d) the Interest Period for a BA
Loan shall end on the BA Maturity Date of the Bankers' Acceptances issued
concurrently therewith. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.




                                       13

<PAGE>   19



         "Issuing Bank" means The Toronto-Dominion Bank or any Lender in its
capacity as the issuer of Letters of Credit hereunder, provided that, upon
written notice to the Global Administrative Agent, the Canadian Administrative
Agent and the Borrower, any Lender (other than The Toronto-Dominion Bank) may
decline to act in the capacity of an Issuing Bank under this Agreement, and
provided further that The Chase Manhattan Bank of Canada and The Chase Manhattan
Bank, Toronto Branch, shall not be an Issuing Bank for the purposes of this
Agreement. Any Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

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

         "LC Disbursement" means a payment made by any Issuing Bank pursuant to
a Letter of Credit.

         "LC Exposure" means, at any time, the Equivalent Amount in U.S. Dollars
of the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Lender at any time shall be its Applicable Percentage of the
total LC Exposure at such time.

         "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.

         "Lender Certificate" is defined in Section 2.21.

         "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 or pursuant to Section 2.21, other than any such Person that ceases
to be a party hereto pursuant to an Assignment and Acceptance.

         "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
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 U.S.



                                       14

<PAGE>   20



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 U.S. Dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate at which U.S. Dollar deposits of
U.S.$5,000,000 and for a maturity comparable to such Interest Period are offered
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 or any Subsidiary 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 either Borrower or any
of its Subsidiaries and any Lender or any Affiliate of a Lender, any 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, any Subsidiary Guarantors, TBF and
TBRL, and, after the date of this Agreement, any other Affiliate or Subsidiary
of either Borrower which executes a Loan Document for so long as such Loan
Document is in effect.

         "Loans" means the loans (including, without limitation, the Canadian
Prime Loans, the Eurodollar Loans, the U.S. Prime Loans and the BA Loans) made
by the Lenders to the Borrower pursuant to this Agreement and the acceptance of
Bankers' Acceptances.

         "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



                                       15

<PAGE>   21



cash, the Canadian Term Lenders holding greater than or equal to 66-2/3% of the
"Loans" (as defined in the Canadian Term Credit Agreement) outstanding under the
Canadian Term Credit Agreement.

         "Managing Agent" means National Bank of Canada, in its capacity as
managing agent for the Lenders hereunder and the Canadian Term 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 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 20, 2004.

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

         "Non-Schedule I Lenders" means a Lender which is a Canadian chartered
bank that is listed on Schedule II or Schedule III to the Bank Act (Canada).

         "Non-Schedule I Reference Lenders" means The Chase Manhattan Bank,
Toronto Branch, and BNP Paribas [Canada].

         "Obligations" means (without duplication), at any time, the sum of (a)
the Credit Exposure 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 or any of its Subsidiaries and any Lender or any Affiliate of a
Lender plus (d) all other obligations (monetary or otherwise) of the Borrower or
any Subsidiary 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



                                       16

<PAGE>   22



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.

         "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 N, 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(e) substantially in the form of Exhibit F, dated as of
the Closing Date, as amended,



                                       17

<PAGE>   23



supplemented, restated or otherwise modified from time to time in accordance
with the Loan Documents.

         "Principal Amount" means, for a Bankers' Acceptance, the face amount
thereof, for a BA Loan, the principal amount thereof determined in accordance
with Section 2.22(g) hereof, and for any other Loans, the outstanding principal
amount thereof.

         "Principal Office" means the principal office of the Canadian
Administrative Agent, which on the date of this Agreement is located at 1 First
Canadian Place, 100 King Street West, Suite 6900, P.O. Box 106, Toronto,
Ontario, Canada M5X 1A4.

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

         "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" (as defined
in the Canadian Term Credit Agreement) 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" (as defined in the Canadian Term Credit
Agreement) 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.

         "Revolving Borrowing Base" means an amount equal to the Global
Borrowing Base less the aggregate amount of the "Loans" (as defined in the
Canadian Term Credit Agreement) outstanding pursuant to the Canadian Term Credit
Agreement.

         "Revolving Borrowing Base Allocation Notice" is defined in Section
2.7(d)(iii) of the U.S. Credit Agreement.

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

         "Schedule I Lender" means a Lender which is a Canadian chartered bank
listed on Schedule I to the Bank Act (Canada).

         "Schedule I Reference Lenders" means The Bank of Nova Scotia and The
Toronto- Dominion Bank.



                                       18

<PAGE>   24



         "Security Documents" means the Pledge Agreement, the Guaranties and
each other security agreement or other instrument or document executed and
delivered pursuant to Sections 4.1 or 5.6 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 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.

         "Stamping Fee" means, in respect of any Bankers' Acceptance or BA Loan,
the fee payable by the Borrower described in Section 2.22(c).

         "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 Borrower.




                                       19

<PAGE>   25



         "Subsidiary Guarantor" means any Subsidiary Guarantor which is required
to execute a Subsidiary Guaranty pursuant to Section 5.6.

         "Subsidiary Guaranty" means a Subsidiary Guaranty delivered pursuant to
Section 5.6 by a Subsidiary Guarantor in favor of the Global Administrative
Agent, substantially in the form of Exhibit M, as amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms of
this Agreement and the other Loan Documents. The term "Subsidiary Guaranties"
shall include each and every Subsidiary Guaranty executed and delivered by a
Subsidiary Guarantor hereunder.

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

         "TBF" means Tom Brown Resources Funding Corp., an unlimited liability
company organized under the laws of the Province of Nova Scotia, Canada.

         "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 Stock Purchase Agreement dated
as of the Global Effective Date between TBF and the Parent and (iv) that certain
letter agreement between the Parent and TBF in respect of its Guarantee of the
obligations of TBF 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 TBF 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 Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate or the Canadian Prime
Rate or the Bankers' Acceptance Rate or the U.S. Base Rate.

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

         "U.S. Borrowing Base Deficiency" means the amount by which (a) the
aggregate "Credit Exposure" (as defined in the U.S. Credit Agreement) of the
U.S. Lenders under the U.S. Credit Agreement exceeds (b) the then current
Allocated U.S. Borrowing Base.




                                       20

<PAGE>   26



         "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.

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

         "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. Prime", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined in reference to the U.S. Prime Rate.

         "U.S. Prime Rate" means the variable rate of interest quoted by the
Canadian Administrative Agent from time to time as the reference rate of
interest which it employs to determine the interest rate it will charge for
demand loans in U.S. Dollars to its customers in Canada and which it designates
as its prime rate.

         "U.S. Security Documents" means the "Security Documents" as defined in
the U.S. Credit Agreement.



                                       21


<PAGE>   27



         "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.

         "Unutilized Commitment" means, at the time of determination, the amount
by which (a) the lesser of (i) the amount of the Commitment and (ii) the amount
of the Allocated Canadian Borrowing Base as then in effect at such time, exceeds
(b) the amount of the aggregate Credit Exposure of the Lenders at such time.

         SECTION 1.2. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans and Borrowings may be classified and referred to by Type
(e.g., a "Eurodollar Loan" or "Eurodollar Borrowing" or "BA Loan" or "BA
Borrowing" or "U.S. Prime Loan" or "U.S. Prime Borrowing" or "Canadian Prime
Loan" or "Canadian Prime Borrowing").

         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. Provision with Respect to Borrowers. Unless expressly
provided for to the contrary, (a) all payment or indemnification of obligations
of "Borrower" shall be joint and several as among TBF and TBRL, (b) all notices
from "Borrower" shall mean a notice from each of TBF and TBRL, (c) all
covenants, representations and warranties, agreements and other obligations of
"Borrower" or "Borrower and its Subsidiaries" shall refer to TBF and TBRL and
each's respective Subsidiaries, (d) references to "the Borrower", "each
Borrower" or "any Borrower" and expressions of like effect shall mean a
reference to TBF or TBRL, and (e) each of TBF and TBRL are entitled to, subject
to the terms and conditions of this Agreement, request Loans hereunder,
notwithstanding any provision referencing only "Borrower".

         SECTION 1.5. 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.




                                       22

<PAGE>   28



                                   ARTICLE II
                                   THE CREDITS

         SECTION 2.1. Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make Loans (including BA Loans made in accordance
with Section 2.22) to the Borrowers and each Accepting Lender agrees to accept
Bankers' Acceptances presented to it by either Borrower pursuant to Section 2.22
in each case from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) the Credit Exposure of any Lender
exceeding the Commitment of such Lender, or (b) the aggregate amount of the
Credit Exposure of all Lenders exceeding the lesser of (i) the aggregate amount
of the Allocated Canadian Borrowing Base then in effect and (ii) the aggregate
amount of the Commitments of the Lenders. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may repay
(but not prepay) Bankers' Acceptances and may borrow, prepay and reborrow Loans.

         SECTION 2.2. Loans and Borrowings.

         (a) Each Loan shall be made as part of a Borrowing consisting of Loans
made by the Lenders ratably in accordance with their respective Applicable
Percentages. The failure of any Lender to make any 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 Loans as required.

         (b) Subject to Sections 2.13 and 2.14, each Borrowing shall be
comprised entirely of Canadian Prime Loans, Eurodollar Loans or U.S. Prime Loans
as a Borrower may request in accordance herewith or shall be comprised of
Bankers' Acceptances and BA Loans made in accordance with Section 2.22. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrowers to
repay such Loan in accordance with the terms of this Agreement.

         (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of U.S.$1,000,000 and not less than U.S.$1,000,000 (including any
continuation or conversion of existing Loans made in connection therewith). At
the time that each Canadian Prime Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of C$500,000 and not less than
C$500,000 (including any continuation or conversion of existing Loans made in
connection therewith); provided that a Canadian Prime Borrowing may be in an
aggregate amount that is equal to the Equivalent Amount in Canadian Dollars of
the entire Unutilized Commitment, if less. At the time that each U.S. Prime
Borrowing is made, such Borrowing 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 Loans made in connection
therewith); provided that an U.S. Prime Borrowing may be in an aggregate amount
that is equal to the entire Unutilized Commitment, if less. Borrowings of more
than one Type may be outstanding at the same time; provided that there



                                       23

<PAGE>   29



shall not at any time be more than a total of five (5) Eurodollar Borrowings, BA
Loan Borrowings or Banker's Acceptance Borrowings outstanding.

         (d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Eurodollar
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

         SECTION 2.3. Requests for Borrowings. To request a Borrowing, a
Borrower shall notify the Global Administrative Agent and the Canadian
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 2:00 p.m., Toronto time, three Business
Days before the date of the proposed Borrowing or (b) in the case of a Canadian
Prime Borrowing or U.S. Prime Borrowing, not later than 11:00 a.m., Toronto
time, on the date of the proposed Borrowing. Each 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
Agent of a written Borrowing Request executed by an Authorized Officer of such
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. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.2:

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

                  (ii) the date of such Borrowing, which shall be a Business
         Day;

                  (iii) whether such Borrowing is to be a Canadian Prime
         Borrowing, a U.S. Prime Borrowing or a Eurodollar Borrowing; and

                  (iv) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period".

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be a Canadian Prime Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a 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 of the Borrowings being
requested) to be made as part of the requested Borrowing. Notwithstanding
anything herein to the contrary, Canadian Prime Loans and BA Loans may only be
denominated in Canadian Dollars and U.S. Prime Loans and Eurodollar Loans may
only be denominated in U.S. Dollars.




                                       24

<PAGE>   30



         SECTION 2.4. Letters of Credit.

         (a) General. Subject to the terms and conditions set forth herein, the
Borrowers may request the issuance of Letters of Credit for its own account or
the account of any Subsidiary, in a form reasonably acceptable to the Global
Administrative Agent, the Canadian Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period. In the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by such Borrower to, or entered into by such Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower making
such request shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Bank) to an Issuing Bank, the Canadian Administrative Agent and the Global
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information (including, if applicable, the Currency of such Letter of Credit
which shall be Canadian Dollars or U.S. Dollars) as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, such Borrower also shall submit a letter of credit application on
the Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrowers shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed U.S.$15,000,000 and (ii) the total Credit Exposure shall not exceed the
lesser of (x) the aggregate Commitments of the Lenders or (y) the Allocated
Canadian Borrowing Base then in effect.

         (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension provided such date
is not beyond the date in clause (ii)) and (ii) five (5) Business Days prior to
the Maturity Date.

         (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Canadian Administrative
Agent, for the account of the Issuing



                                       25

<PAGE>   31



Bank in the Currency in which such Letter of Credit is denominated, such
Lender's Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Borrowers on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrowers for any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

         (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, such Borrower shall reimburse such LC
Disbursement in the Currency in which such Letter of Credit is denominated by
paying to the Canadian Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, Toronto time, on the date that such LC
Disbursement is made, if such Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., Toronto time, on such date, or, if such notice
has not been received by such Borrower prior to such time on such date, then not
later than 12:00 noon, Toronto time, on (i) the Business Day that such Borrower
receives such notice, if such notice is received prior to 10:00 a.m., Toronto
time, on the day of receipt, or (ii) the Business Day immediately following the
day that the Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that, unless such LC Disbursement
is less than C$500,000 or U.S.$500,000, as applicable, the Borrower may, subject
to the conditions to Borrowing set forth herein, request in accordance with
Section 2.3 that such payment be financed with a Borrowing in an equivalent
amount and, to the extent so financed, the Borrower's obligation to make such
payment shall be discharged and replaced by the resulting Borrowing. If the
Borrower fails to make such payment when due, the Canadian Administrative Agent
shall notify each Lender of the applicable LC Disbursement, the payment then due
from the Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Lender shall pay to the
Canadian Administrative Agent its Applicable Percentage of the payment then due
from the Borrower, in the same manner as provided in Section 2.5 with respect to
Loans made by such Lender in the appropriate Currency (and Section 2.5 shall
apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Canadian Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Lenders. Promptly following receipt by the Canadian
Administrative Agent of any payment from either Borrower pursuant to this
paragraph, the Canadian Administrative Agent shall distribute such payment to
the Issuing Bank or, to the extent that Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of Canadian Prime Loans or U.S. Prime Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

         (f) Obligations Absolute. The Borrowers' obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all



                                       26

<PAGE>   32



circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein proving to be untrue or inaccurate in any respect, (iii)
payment by an Issuing Bank under a Letter of Credit against presentation of a
draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrowers' obligations hereunder. Neither the Agents, the
Lenders or any Issuing Bank nor any of their Related Parties shall have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of such Issuing Bank;
provided that the foregoing shall not be construed to excuse such Issuing Bank
from liability to the Borrowers to the extent of any direct or actual damages
(as opposed to special, indirect, consequential or punitive damages, claims in
respect of which are hereby waived by the Borrowers to the extent permitted by
applicable law) suffered by the Borrowers that are caused by such Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

         (g) Disbursement Procedures. An Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. Such Issuing Bank shall promptly notify the
Canadian Administrative Agent and the Borrowers by telephone (confirmed by
telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve a Borrower of its obligation to
reimburse such Issuing Bank and the Lenders with respect to any such LC
Disbursement.

         (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Canadian Prime Loans or
U.S. Prime Loans


                                       27

<PAGE>   33



as applicable; provided that, if the Borrower fails to reimburse such LC
Disbursement within two (2) Business Days after such reimbursement is due
pursuant to paragraph (e) of this Section, then Section 2.12(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.

         (i) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Global Administrative Agent, the Canadian Administrative Agent or the Majority
Lenders demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Canadian Administrative Agent, in
the name of the Canadian Administrative Agent and for the benefit of the
Lenders, an amount in cash (in the applicable Currency) equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to either Borrower described in Section 8.1(g). The Borrower also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.10, and any such cash collateral so deposited and held by the
Canadian Administrative Agent hereunder shall constitute part of the Global
Borrowing Base for purposes of determining compliance with Section 2.10. Each
such deposit shall be held by the Canadian Administrative Agent as collateral
for the payment and performance of the obligations of the Borrower under this
Agreement. The Canadian Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Canadian Administrative
Agent and at the Borrower's risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Canadian
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three (3) Business Days after all Events of
Default have been cured or waived. If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.10, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower as and to
the extent that, after giving effect to such return, the Borrower would remain
in compliance with Section 2.10 and no Default shall have occurred and be
continuing.



                                       28

<PAGE>   34



         SECTION 2.5. Funding of Borrowings.

         (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, Toronto time, to the account of the Canadian Administrative Agent most
recently designated by it for such purpose by notice to the Lenders, which Loan
shall be in the appropriate Currency (based on the relevant Borrowing Request).
The Canadian Administrative Agent will make such Loans available to the Borrower
by promptly crediting the amounts so received, in like funds, to a specified
account of the Borrower; provided that Canadian Prime Loans and/or U.S. Prime
Loans made to finance the reimbursement of an LC Disbursement as provided in
Section 2.4(e) shall be remitted by the Canadian Administrative Agent to the
applicable Issuing Bank.

         (b) Unless the Canadian Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Canadian Administrative Agent such Lender's share of
such Borrowing, the Canadian 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 applicable Borrowing available to the Canadian Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the
Canadian 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 Canadian
Administrative Agent, at (i) in the case of such Lender, the greater of the cost
incurred by the Canadian Administrative Agent for making such Lender's share of
such Borrowing or a rate determined by the Canadian Administrative Agent in
accordance with banking industry rules on 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 Canadian Administrative Agent,
then such amount shall constitute such Lender's Loan included in such Borrowing.

         (c) Borrowings, conversion or continuations of Loans, and prepayments
of Loans of different Currencies at the same time hereunder shall be deemed to
be separate Borrowings, continuations, conversions and prepayments,
respectively, one for each Currency.

         SECTION 2.6. Interest Elections.

         (a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request (or a Canadian Prime Borrowing if no Type is
specified) and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request (or one month if no
Interest Period is specified). Thereafter, the Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Borrowing, 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 affected Borrowing, in which case each such portion shall be allocated
ratably among the


                                       29

<PAGE>   35



Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

         (b) To make an election pursuant to this Section, the Borrower shall
notify the Global Administrative Agent and the Canadian Administrative Agent of
such election by telephone by the time that a Borrowing Request would be
required under Section 2.3 if the Borrower were requesting a Borrowing of the
Type resulting from such election to be made on the effective date of such
election. 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 Borrowing 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 Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

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

                  (iii) whether the resulting Borrowing is to be a Canadian
         Prime Borrowing or U.S. Prime Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, 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 Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an U.S.
Prime Borrowing. Notwithstanding any contrary provision hereof, if an Event



                                       30

<PAGE>   36



of Default has occurred and is continuing and the Global Administrative Agent or
the Canadian Administrative Agent, at the request of the Required Lenders, so
notifies the Borrower, then, so long as such Event of Default is continuing, (i)
no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless the Obligations have been accelerated pursuant to
Section 8.3, each Eurodollar Borrowing shall be converted to an U.S. Prime
Borrowing at the end of the Interest Period applicable thereto.

         SECTION 2.7. [Intentionally omitted.]

         SECTION 2.8. Termination and Reduction of Commitments.

         (a) Unless previously terminated, the Commitments shall terminate on
the Maturity Date.

         (b) The Borrowers may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of U.S.$1,000,000 and not
less than U.S.$5,000,000 and (ii) the Borrowers shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.10, the aggregate Credit Exposure of the
Lenders would exceed the aggregate Commitments of the Lenders.

         (c) The Borrowers shall notify the Global Administrative Agent and the
Canadian Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least two (2) Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any
notice, the Canadian Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrowers pursuant to this
Section shall be irrevocable; provided that a notice of termination of the
Commitments delivered by the Borrowers may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Borrowers (by notice to the Global Administrative Agent and
the Canadian Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied. Subject to the rights of the Borrowers under
Section 2.21, any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their Applicable Percentage of the Commitments.

         SECTION 2.9. Repayment of Loans; Evidence of Indebtedness.

         (a) Each Borrower hereby unconditionally promises to pay to the
Canadian Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan and Borrowing of such Lender 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 each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.


                                       31

<PAGE>   37



         (c) The Canadian 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 Canadian 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 Canadian 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 that Loans 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 Lender and its registered assigns and in a
form approved by the Global Administrative Agent and the Canadian Administrative
Agent). Thereafter, the Loans evidenced by such promissory notes and 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 any Borrowing in whole or in part, subject to the requirements of
Section 2.10(c). The Borrower shall not be permitted to prepay any Bankers'
Acceptance or BA Loans at any time.

         (b) If, (i) either the Global Borrowing Base or the Allocated Canadian
Borrowing Base is (A) redetermined under Section 2.7 of the U.S. Credit
Agreement, (B) reallocated pursuant to Section 2.7(d) of the U.S. Credit
Agreement, or (C) reduced pursuant to any other provision of the U.S. Credit
Agreement, and (ii) as a result thereof, either a Global Borrowing Base
Deficiency, Revolving Borrowing Base Deficiency or a Canadian Borrowing Base
Deficiency occurs, then the Borrower shall take the following actions:

         (1)      in the case of a Global Borrowing Base Deficiency or a
                  Revolving Borrowing Base Deficiency resulting from a
                  redetermination or reduction of the Global Borrowing Base,
                  prepay, or cause to be prepaid, (a) Loans and "Loans" under
                  the U.S. Credit Agreement in an aggregate principal amount
                  equal to such deficiency and (b) if such deficiency is greater
                  than the sum of the outstanding Loans and "Loans" under the
                  U.S. Credit Agreement, an additional amount of "Loans" under
                  the U.S. Credit Agreement, together, in each case, with
                  interest on the principal amount paid accrued to the date of
                  such prepayment and, if after prepaying all of the Loans
                  (other than Bankers Acceptances) and "Loans" under the U.S.
                  Credit Agreement, a Global


                                       32

<PAGE>   38



                  Borrowing Base Deficiency or a Revolving Borrowing Base
                  Deficiency remains as a result of a BA Exposure, pay to the
                  Canadian Administrative Agent an amount equal to such
                  remaining Global Borrowing Base Deficiency or Revolving
                  Borrowing Base Deficiency to be held as cash collateral as
                  provided in Section 2.22(k), and, if after prepaying all of
                  the Loans (other than Bankers Acceptances) and "Loans" under
                  the U.S. Credit Agreement and providing cash collateral for
                  all Bankers' Acceptances pursuant to this Section, a Global
                  Borrowing Base Deficiency or a Revolving Borrowing Base
                  Deficiency remains as a result of an LC Exposure or an "LC
                  Exposure" under the U.S. Credit Agreement, pay to the Global
                  Administrative Agent an amount equal to such remaining Global
                  Borrowing Base Deficiency or Revolving Borrowing Base
                  Deficiency to be held as cash collateral as provided in
                  Section 2.4(i); provided that the Borrower shall be obligated
                  to make (or cause to be made) any such prepayment and/or
                  deposit of cash collateral within 180 days following the
                  Deficiency Notification Date with respect to such deficiency;
                  and provided further that within 90 days following the
                  Deficiency Notification Date, the Borrower shall have prepaid
                  (or caused to be prepaid), or deposited cash in an amount
                  equal to, one-half of such Global Borrowing Base Deficiency or
                  Revolving Borrowing Base Deficiency;

         (2)      in the case of a Canadian Borrowing Base Deficiency resulting
                  from a redetermination or reduction of the Global Borrowing
                  Base, take the action described under clause (1) above (except
                  that prepayments shall be made in respect of Loans made
                  pursuant to this Agreement);

         (3)      in the case of a Canadian Borrowing Base Deficiency resulting
                  from a reallocation of the Revolving Borrowing Base pursuant
                  to Section 2.7(d) of the U.S. Credit Agreement, prepay Loans
                  in an aggregate principal amount equal to such deficiency,
                  together with interest on the principal amount paid accrued to
                  the date of such prepayment, and if a Canadian Borrowing Base
                  Deficiency remains after prepaying all of the Loans as a
                  result of an LC Exposure, pay to the Global Administrative
                  Agent an amount equal to such remaining Canadian Borrowing
                  Base Deficiency to be held as cash collateral as provided in
                  Section 2.4(i); it being understood that the Borrower shall be
                  obligated to make such prepayment and/or deposit of cash
                  collateral on the effective date of such reallocation; and

         (4)      notwithstanding anything in this Section 2.10 to the contrary,
                  in the event that a Canadian Borrowing Base Deficiency exists
                  at a time when no Revolving Borrowing Base Deficiency exists,
                  then, to the extent that such action would cure (in whole or
                  in part) such Canadian Borrowing Base Deficiency, the Borrower
                  may reallocate the Revolving Borrowing Base between the
                  Allocated U.S. Borrowing Base and the Allocated Canadian
                  Borrowing Base by providing the Global Administrative Agent
                  and the Canadian Administrative Agent with its election to do
                  so (which election will designate the relevant reallocations)
                  on the Business Day on which such Canadian Borrowing Base
                  Deficiency occurs; provided, however, that no reallocation
                  shall be



                                       33

<PAGE>   39



                  permitted to the extent such reallocation would cause the
                  aggregate "Credit Exposure" of the U.S. Lenders under the U.S.
                  Credit Agreement to be greater than the lesser of the
                  aggregate "Commitments" thereunder and the Allocated U.S.
                  Borrowing Base.

         (c) The Borrower shall notify the Global Administrative Agent and the
Canadian Administrative Agent by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing,
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 a Canadian Prime Borrowing or
U.S. Prime Borrowing, 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 each Borrowing or portion thereof to
be prepaid (which amount shall be in a minimum principal amount of
U.S.$1,000,000 and in U.S.$1,000,000 increments in excess thereof); provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.8, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.8. Promptly following receipt of any such notice
relating to a Borrowing, the Canadian Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.2. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
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. Fees.

         (a) The Borrower agrees to pay to the Canadian Administrative Agent for
the account of each Lender a commitment fee (the "Commitment Fee"), which shall
accrue at the Applicable Rate on the daily amount equal to the Applicable
Percentage of such Lender of the Unutilized Commitment during the period from
and including the Global Effective Date to but excluding the date on which the
Commitments terminate. Accrued Commitment Fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date of this Agreement; provided that any Commitment Fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All Commitment Fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

         (b) The Borrower agrees to pay (i) to the Canadian Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Loans on the average daily amount of such
Lender's Applicable Percentage of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the date of this Agreement to but excluding the later of the date on
which the Commitments terminate and the date


                                       34

<PAGE>   40



on which the Lenders cease to have any LC Exposure, and (ii) to the Issuing Bank
a fronting fee equal to the greater of (A) U.S.$500, and (B) the rate of 0.125%
per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements), which LC Exposure will
be converted to an Equivalent Amount with respect to Letters of Credit which are
denominated in Canadian Dollars, during the period from and including the date
of this Agreement to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC Exposure , as well
as the Issuing Bank's standard fees with respect to the administration,
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees shall be payable in
arrears on the last day of each March, June, September and December of each
year, commencing on the first such date to occur after the date of this
Agreement; provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within ten (10) days
after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

         (c) [Intentionally omitted].

         (d) Unless otherwise set forth herein, all fees payable hereunder shall
be paid on the dates due, in immediately available funds in U.S. Dollars, to the
Global Administrative Agent or the Canadian Administrative Agent (or the Issuing
Bank, in the case of fees payable to it), as the case may be, for distribution,
in the case of Commitment Fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

         SECTION 2.12. Interest.

         (a) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, the
Loans comprising each Canadian Prime Borrowing shall bear interest at the
Canadian Prime Rate plus the Applicable Rate for Canadian Prime Loans, and Loans
comprising each U.S. Prime Borrowing shall bear interest at the U.S. Prime plus
the Applicable Rate for U.S. Base Rate Loans.

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

         (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 Canadian Prime


                                       35

<PAGE>   41



Loans as provided in paragraph (a) of this Section plus, to the extent permitted
by applicable law, 2%.

         (d) Subject to Sections 2.12(f), (g) and (h) and Section 10.13, accrued
interest on each Loan (other than a Loan consisting of the acceptance of a
Bankers' Acceptance) shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand of the Canadian Administrative Agent or the Required Lenders (through the
Canadian Administrative Agent), (ii) in the event of any repayment or prepayment
of any Loan, accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan 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 Canadian Prime Rate or the U.S. Base
Rate and interest associated with BA Loans 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 Canadian Prime Rate, U.S. Base Rate or 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 Interest Period for a Eurodollar Borrowing:

         (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 LIBO Rate, as applicable, for such Interest
Period;


                                       36

<PAGE>   42



         (b) the Global Administrative Agent is advised by the Required Lenders
that the LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for 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 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 Eurodollar Loan 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 Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing for the affected
Interest Period shall be ineffective, and (ii) if any Borrowing Request requests
a Eurodollar Borrowing, such Borrowing shall be made as a Eurodollar Loan 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 an U.S. Prime
Borrowing.

         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 make Eurodollar Loans either generally or for a
particular Interest Period provided for hereunder, or (B) maintain Eurodollar
Loans 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 make or maintain
Eurodollar Loans having an affected Interest Period hereunder shall be suspended
until such time as such Lender may again make and maintain Eurodollar Loans
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 Eurodollar Loans 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 make Eurodollar Loans
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 Eurodollar Loans
located in the United States of America).



                                       37

<PAGE>   43



         (b) If the obligation of any Lender to make or maintain any Eurodollar
Loans shall be suspended pursuant to Section 2.14(a) hereof, all Loans having an
affected Interest Period which would otherwise be made by such Lender as
Eurodollar Loans shall be made instead as U.S. Prime Loans (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 Eurodollar Loan having an
affected Interest Period of such Lender then outstanding shall be automatically
converted into a U.S. Prime Loan on the last day of the Interest Period for such
Eurodollar Loans unless earlier conversion is required by applicable law) and,
to the extent that Eurodollar Loans are so made as (or converted into) U.S.
Prime Loans, all payments of principal which would otherwise be applied to such
Eurodollar Loans shall be applied instead to such U.S. Prime Loans.

         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 LIBO Rate) or any Issuing Bank; or

                  (ii) impose on any Lender or any Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or BA Loan or Bankers'
Acceptance (or of maintaining its obligation to make any such Loan or BA Loan or
Bankers' Acceptance ) or to increase the cost to such Lender or such Issuing
Bank of participating in, issuing or maintaining any Letter of Credit or BA Loan
or Bankers' Acceptance, or to reduce the amount of any sum received or
receivable by such Lender or such Issuing Bank hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender or such
Issuing Bank such additional amount or amounts as will compensate such Lender or
such Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

         (b) If any Lender or any Issuing Bank 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 or such Issuing Bank's capital or on the capital of
such Lender's or such Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such Issuing Bank or such Lender's or such
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or such Issuing Bank's policies and the
policies of such Lender's or such Issuing Bank's holding company with respect to
capital adequacy), then the Borrower will pay to such Lender or such Issuing
Bank, as the case may be, such additional amount or amounts as will compensate
such


                                       38

<PAGE>   44



Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding
company for any such reduction suffered.

         (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or such Issuing Bank or
such Lender's or such Issuing Bank's holding company, as the case may be, 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 or such Issuing Bank, as the case may be, the amount shown as due on
any such certificate within ten (10) days after receipt thereof.

         (d) Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or such Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or such Issuing Bank'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 or cash collateralization, as applicable) of any principal
of any Eurodollar Loan or BA Loan or Bankers' Acceptance other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Loan or BA Loan or Bankers'
Acceptance other than on the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Loan 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 Eurodollar Loan or BA Loans or Bankers'
Acceptances other than on the last day of the Interest Period applicable thereto
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 Eurodollar Loan, 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 Loan had such event not occurred,
at the LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), 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


                                       39

<PAGE>   45



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, each Lender or Issuing Bank (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 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 representations and warranties 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, each Lender and each Issuing Bank, 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, such Lender or such Issuing Bank, 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
representations and warranties 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
an Issuing Bank, or by either the Global Administrative Agent or the Canadian
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
Bank, 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.


                                       40

<PAGE>   46



         (e) Each Lender represents and warrants that it is not a Foreign
Lender.

         (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, the Canadian
Administrative Agent or any Issuing Bank, 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, the Canadian
Administrative Agent or any Issuing Bank, 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, fees
or reimbursement of LC Disbursements, 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 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 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 to be made directly to an Issuing Bank as expressly provided herein and
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.

         (b) If at any time insufficient funds are received by and available to
the Canadian Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, 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



                                       41

<PAGE>   47

amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements 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 Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements 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 and participations in LC Disbursements 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 Loans and participations in LC
Disbursements; 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 any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary 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 Canadian Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Canadian
Administrative Agent for the account of the Lenders or an Issuing Bank hereunder
that the Borrower will not make such payment, the Canadian 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 or
an Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or each of
the Issuing Banks, as the case may be, severally agrees to repay to the Canadian
Administrative Agent forthwith on demand the amount so distributed to such
Lender or such Issuing Bank 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 Canadian 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
Canadian Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received


                                       42

<PAGE>   48



by the Canadian 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 Loans 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 make or maintain Eurodollar Loans 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 Loans 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 Loans and participations in LC
Disbursements, 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


                                       43

<PAGE>   49



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.

         SECTION 2.21. Addition of Lenders and Increase in Commitments. It is
agreed by the parties hereto that one or more financial institutions acceptable
to the Borrower, the Canadian Administrative Agent and the Global Administrative
Agent may become a Lender under this Agreement by executing and delivering to
the Borrower, the Canadian Administrative Agent and the Global Administrative
Agent a certificate substantially in the form of Exhibit B hereto (a "Lender
Certificate"). Upon receipt and agreement by the Borrower, the Canadian
Administrative Agent and the Global Administrative Agent of any such Lender
Certificate, (a) the aggregate amount


                                       44

<PAGE>   50



of the Commitments of the Lenders (including any Person that becomes a Lender by
delivery of such a Lender Certificate) automatically without further action by
the Borrower, the Canadian Administrative Agent, the Global Administrative Agent
or any Lender shall be increased by the amount indicated in such Lender
Certificate (but not in excess of the Equivalent Amount of U.S.$75,000,000 in
the aggregate for all such increases in the Combined Revolving Commitments
pursuant to this Section and Section 2.21 of the U.S. Credit Agreement) on the
effective date set forth in such Lender Certificate (such increased amount
herein the "Increased Commitment Amount"), (b) the Register shall be amended to
add such Commitment of such additional Lender or to reflect the increase in the
Commitment of an existing Lender and the Applicable Percentages of the Lenders
shall be adjusted accordingly to reflect the additional Lender or in the
increase in the Commitment of an existing Lender, (c) any such additional Lender
shall be deemed to be a party in all respect to this Agreement and the other
Loan Documents, and (d) upon the effective date set forth in such Lender
Certificate, any such Lender party to the Lender Certificate shall purchase a
pro rata portion of the outstanding Credit Exposure of each of the current
Lenders such that the Lenders (including any additional Lender, if applicable)
shall have the appropriate portion of the aggregate outstanding Credit Exposure
(based in each case of such Lender's Applicable Percentage, as revised pursuant
to this Section).

         SECTION 2.22. Bankers' Acceptances. Subject to the terms and conditions
of this Agreement, the Commitments may be utilized, upon the request of the
Borrower, in addition to the Loans provided for by Section 2.2 and the issuance
of Letters of Credit provided for by Section 2.4, for the acceptance by the
Lenders of Bankers' Acceptances issued by the Borrower, provided that in no
event shall (i) the aggregate amount of all Bankers' Acceptance Liabilities
together with the Equivalent Amount in U.S. Dollars of the aggregate principal
amount of the Loans and the aggregate amount of all LC Exposure exceed the
lesser of (A) the aggregate amount of the Allocated Canadian Borrowing Base then
in effect and (B) the aggregate amount of the Commitments of the Lenders, and
(ii) any Bankers' Acceptances have maturities which is an integral multiple of
30 days, and is not less than 30 days or more than 180 days, from the Acceptance
Date (and shall in no event mature on a date after the Maturity Date). Whenever
the Borrower is required to furnish a notice to the Canadian Administrative
Agent pursuant to the following additional provisions of this Section, it shall
give a copy of such notice to the Global Administrative Agent. The following
additional provisions shall apply to Bankers' Acceptances:

         (a) In order to facilitate and expedite the issuance and acceptance of
Bankers' Acceptances hereunder, the Borrower agrees to the terms and conditions
of the Power of Attorney with respect to the Bankers' Acceptance attached hereto
as Exhibit I.

         (b) When the Borrower wishes to make a Borrowing by way of Bankers'
Acceptances, the Borrower shall give the Canadian Administrative Agent and the
Global Administrative Agent prior written notice with respect to the issuance of
the Bankers' Acceptances (such written notice a "Bankers' Acceptance Request")
by not later than 1:00 p.m., Toronto time, two (2) Business Days' prior to the
Acceptance Date. Each Bankers' Acceptance Request shall be irrevocable and
binding on the Borrower. The Borrower shall indemnify each Lender against any
loss or expense incurred by such Lender as a result of any failure by the
Borrower to fulfill or honor before the date specified


                                       45

<PAGE>   51

as the Acceptance Date, the applicable conditions set forth in Article IV, if,
as a result of such failure the requested Bankers' Acceptance is not made on
such date. Unless otherwise agreed among the Canadian Administrative Agent, the
Global Administrative Agent and the Lenders, the aggregate amount of all
Bankers' Acceptances issued on any Acceptance Date hereunder shall be accepted
pro rata by all Lenders relative to their respective Applicable Percentage,
rounded, upwards or downwards, as the case may be, to the nearest C$100,000.
Upon receipt of a Bankers' Acceptance Request, the Canadian Administrative Agent
shall advise each Lender of the contents thereof.

         (c) [Intentionally omitted].

         (d) On each day during the period commencing with the issuance by the
Borrower of any Bankers' Acceptance and until such Bankers' Acceptance Liability
shall have been paid by the Borrower, the Commitment of each Accepting Lender
that is able to extend credit by way of Bankers' Acceptances shall be deemed to
be utilized for all purposes of this Agreement in an amount equal to the
Principal Amount of such Bankers' Acceptance.

         The Commitment of any Lender providing a BA Loan rather than Bankers'
Acceptances shall be deemed utilized during this period in an amount equal to
its Applicable Percentage of the total amount of Bankers' Acceptances and BA
Loans in each Bankers' Acceptance Request.

         (e) The Borrower agrees to pay on the BA Maturity Date for each
Bankers' Acceptance, to the Canadian Administrative Agent for account of each
Accepting Lender, an amount equal to the Bankers' Acceptance Liability for such
Bankers' Acceptance.

         The Borrower hereby waives presentment for payment of Bankers'
Acceptances by each Accepting Lender and any defense to payment of amounts due
to an Accepting Lender in respect of a Bankers' Acceptance which might exist by
reason of such Bankers' Acceptance being held at maturity by the Accepting
Lender which accepted it and agree not to claim from such Lenders any days of
grace for the payment at maturity of Bankers' Acceptances.

         (f) In the event the Borrower fails to notify the Canadian
Administrative Agent in writing not later than 1:00 p.m., Toronto time, on the
Business Day prior to any BA Maturity Date that the Borrower intends to pay with
such Borrower's own funds the Bankers' Acceptance Liabilities due on such BA
Maturity Date or fails to make such payment, the Borrower shall be deemed, for
all purposes to have given the Canadian Administrative Agent notice of a
borrowing of a Canadian Prime Loan pursuant to Section 2.3 for an amount equal
to the Principal Amount of such Bankers' Acceptance; provided that:

                  (i) the BA Maturity Date for such Bankers' Acceptances shall
         be considered to be the date of such borrowing;

                  (ii) the proceeds of such Canadian Prime Loan shall be used to
         pay the amount of the Bankers' Acceptance Liability due on such BA
         Maturity Date;




                                       46

<PAGE>   52



                  (iii) if after giving effect to such Canadian Prime Loan, a
         Canadian Borrowing Base Deficiency would exist, the Global
         Administrative Agent shall so advise the Borrower and the Borrower
         shall comply with the provisions of Section 2.10;

                  (iv) each Lender which has made a maturing BA Loan (in
         accordance with Section 2.22(g) hereof) shall continue to extend credit
         to the Borrower by way of a Canadian Prime Loan (without further
         advance of funds to the Borrower) in the Principal Amount equal to its
         Applicable Percentage of the total amount of credit requested to be
         extended by Bankers' Acceptances when the BA Loan was made; and

                  (v) the Canadian Administrative Agent shall promptly and in
         any event within three (3) Business Days following the BA Maturity Date
         of such Bankers' Acceptances, notify the Borrower in writing of the
         making of such Canadian Prime Loan pursuant to this Section 2.22(f).

         (g) If, in the sole judgment of a Lender, such Lender is unable, as a
result of applicable law or customary market practice, to extend credit by way
of Bankers' Acceptance in accordance with this Agreement, such Lender shall give
notice to such effect to the Canadian Administrative Agent and the Borrower
prior to 11:00 a.m., Toronto time, on the date of the requested credit extension
(which notice may, if so stated therein, remain in effect with respect to
subsequent requests for extension of credit by way of Bankers' Acceptance until
revoked by notice to the Global Administrative Agent, the Canadian
Administrative Agent and the Borrower) and shall make available to the Canadian
Administrative Agent, in accordance with Section 2.1 hereof prior to 2:00 p.m.,
Toronto time, on the date of such requested credit extension a Canadian Dollar
loan (a "BA Loan") in the Principal Amount equal to such Lender's Applicable
Percentage of the total amount of credit requested to be extended by way of
Bankers' Acceptances. The Stamping Fee for that BA Loan shall be calculated on
that Principal Amount. Such BA Loan shall have an Interest Period equal to the
term of the Bankers' Acceptances for which it is a substitute and shall bear
interest throughout such Interest Period applicable to that BA Loan at a rate
per annum equal to the Bankers' Acceptance Rate for such Bankers' Acceptances.
On the maturity date of the Bankers' Acceptances issued concurrently with the
advance of the BA Loan, the Borrower shall pay to each Lender which made a BA
Loan, in satisfaction of the BA Loan and accrued interest thereon, an amount
equal to the Principal Amount of such BA Loan, failing which such Principal
Amount shall be converted to a Canadian Prime Loan. The amount of the proceeds
of that BA Loan to be disbursed to the Borrower on the Acceptance Date shall be
the same amount as if that Lender had accepted and purchased its Lender's
Applicable Percentage of the requested Bankers' Acceptances at a discount from
the Principal Amount of that Bankers' Acceptance calculated at a discount rate
per annum equal to the Bankers' Acceptance Rate for the term of such Bankers'
Acceptances in the same manner that BA Net Proceeds are calculated; provided
that the Principal Amount of such BA Loan shall be the same amount as the face
amount of the Bankers' Acceptance which such Lender would have accepted but for
this Section 2.22(g).

         (h) [Intentionally omitted].




                                       47

<PAGE>   53



         (i) If a Lender determines in good faith, which determination shall be
final, conclusive and binding upon the Borrower, and notifies the Borrower that,
by reason of circumstances affecting the money market:

                  (i) there is no market for Bankers' Acceptances generally or
         of a requested duration; or

                  (ii) the demand for Bankers' Acceptances is insufficient to
         allow the sale or trading of the Bankers' Acceptances created and
         purchased hereunder generally or in connection with a requested
         duration;

then:

                  (x) the right of the Borrower to request Bankers' Acceptances
         or a BA Loan of the affected duration from that Lender shall be
         suspended until such Lender determines that the circumstances causing
         such suspension no longer exist and such Lender so notifies each
         Borrower; and

                  (y) any Bankers' Acceptance Request for an affected duration
         which is outstanding shall be canceled and the Bankers' Acceptances or
         BA Loan requested therein shall not be made and a Bankers' Acceptance
         or BA Loan having the shortest duration available (or if none) a
         Canadian Prime Loan shall be made in its place.

         (j) It is the intention of the Canadian Administrative Agent, the
Lenders and the Borrower that, except to the extent a Lender advises otherwise,
pursuant to the Depository Bills and Notes Act ("DBNA"), all Bankers'
Acceptances accepted by the Lenders under this Agreement shall be issued in the
form of a "depository bill" (as defined in the DBNA), deposited with the
Canadian Depository for Securities Ltd. and made payable to CDS & Co. In order
to give effect to the foregoing, the Canadian Administrative Agent shall,
subject to the approval of the Borrower and the Lenders, establish and notify
the Borrower and the Lenders of any procedure, consistent with the terms of this
Agreement and the requirements of the DBNA, as is reasonably necessary to
accomplish such intention, including, without limitation:

                  (i) any instrument held by the Canadian Administrative Agent
         or a Lender for the purposes of Bankers' Acceptances shall have marked
         prominently and legibly on its face and within its text, at or before
         the time of issue, the words "This is a depository bill subject to the
         Depository Bills and Notes Act (Canada)";

                  (ii) any reference to the authentication of the Bankers'
         Acceptances will be removed; and

                  (iii) any reference to "bearer" will be removed and no
         Bankers' Acceptance shall be marked with any words prohibiting
         negotiation, transfer or assignment of it or of an interest in it.


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<PAGE>   54



         (k) If any Event of Default shall occur and be continuing on the
Business Day that the Borrower receives notice from the Global Administrative
Agent, the Canadian Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with BA Exposure
representing greater than 50% of the total BA Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall deposit in an
account with the Canadian Administrative Agent, in the name of the Canadian
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the BA Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default described in Section 8.1(g). the Borrower shall also deposit
cash collateral pursuant to this paragraph as and to the extent required by
Section 2.10, and any such cash collateral so deposited and held by the Canadian
Administrative Agent hereunder shall constitute part of the Global Borrowing
Base for purposes of determining compliance with Section 2.10. Each such deposit
shall be held by the Canadian Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Canadian Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Canadian Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Canadian Administrative
Agent for the satisfaction of the obligations of the Borrower with respect to
the BA Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with BA Exposure representing
greater than 50% of the total BA Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three (3) Business Days after all Events of
Default have been cured or waived. If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.10, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower as and to
the extent that, after giving effect to such return, the Borrower would remain
in compliance with Section 2.10 and no Default shall have occurred and be
continuing.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

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

         SECTION 3.1. Corporate Existence. Each Borrower and each of their
Subsidiaries: (i) is an organization duly organized, legally existing and in
good standing under the laws of the


                                       49

<PAGE>   55



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. [Intentionally omitted].

         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 respective Organic Documents of
either Borrower or any of their Subsidiaries, or any Governmental Rule or any
material agreement or instrument to which either Borrower or any of their
Subsidiaries 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 either Borrower or any of their Subsidiaries pursuant to the terms of
any such agreement or instrument other than the Liens created by the Combined
Loan Documents.

         SECTION 3.5. Authority. Each Loan Party has all necessary power and
authority to execute, deliver and perform its obligations under the Combined
Loan Documents to which it is a party; and the execution, delivery and
performance by each Loan Party of the Combined Loan Documents to which it is a
party, have been duly authorized by all necessary action on its part; and the
Combined Loan Documents constitute the legal, valid and binding obligations of
each Loan Party party thereto, 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 Combined
Loan Documents or for the validity or enforceability thereof.

         SECTION 3.7. Use of Proceeds and Letters of Credit. Each Borrower will,
and will cause each of its Subsidiaries to, use the proceeds of the Loans (a) to
refinance existing Indebtedness of the Borrower or its Subsidiaries, (b) to
reimburse each Issuing Bank for LC Disbursements in accordance with Section
2.4(e), or (c) for such Borrower's and its Subsidiaries' general corporate
purposes, including intercompany Investments. Letters of Credit will be issued
only to support normal and customary oil and gas operations undertaken by such
Borrower or any of its Subsidiaries in the ordinary course of its business.

         SECTION 3.8. [Intentionally omitted].



                                       50

<PAGE>   56



         SECTION 3.9. [Intentionally omitted].

         SECTION 3.10. Properties, etc.

         (a) Except as set out in Schedule 3.10 to the U.S. Credit Agreement,
each Borrower and each of its Subsidiaries 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. Except as set forth in Schedule
3.10 to the U.S. Credit Agreement, after giving full effect to the Excepted
Liens, each Borrower or its Subsidiaries owns the net interests in production
attributable to the Hydrocarbon Interests reflected in the most recently
delivered Reserve Report and the ownership of such Properties shall not in any
material respect obligate such Borrower or its Subsidiary to bear the costs and
expenses relating to the maintenance, development and operations of each such
Property in an amount in excess of the working interest of each Property set
forth in the most recently delivered Reserve Report. All information contained
in the most recently delivered Reserve Report is true and correct in all
material respects as of the date thereof.

         (b) All leases and agreements necessary for the conduct of the business
of each Borrower and its Subsidiaries are valid and subsisting, in full force
and effect and there exists no default or event or circumstance which with the
giving of notice or the passage of time or both would give rise to a default
under any such lease or leases, which would affect in any material respect the
conduct of the business of such Borrower and its Subsidiaries.

         (c) The rights, Properties and other assets presently owned, leased or
licensed by the each Borrower and its Subsidiaries including, without
limitation, all easements and rights of way, include all rights, Properties and
other assets necessary to permit such Borrower and its Subsidiaries to conduct
its business in all material respects in the same manner as its business has
been conducted prior to the Closing Date.

         (d) All of the assets and Properties of each Borrower and its
Subsidiaries which are reasonably necessary for the operation of its business
are in good working condition and are maintained in accordance with prudent
business standards.

         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 either Borrower or any of its Subsidiaries 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 of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or in the future could reasonably be likely to have (so
far as such 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


                                       51

<PAGE>   57



the Canadian Administrative Agent by or on behalf of such Loan Party prior to,
or on, the Closing Date in connection with the transactions contemplated hereby.

         SECTION 3.12. [Intentionally omitted].

         SECTION 3.13. [Intentionally omitted].

         SECTION 3.14. Subsidiaries. Except as set forth on Schedule 3.14 to the
U.S. Credit Agreement or as otherwise disclosed in writing to the Global
Administrative Agent and the Canadian Administrative Agent, the Borrowers have
no Subsidiaries.

         SECTION 3.15. Location of Business and Offices. Each Borrower's
principal place of business and chief executive offices are located at the
address stated on the respective 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. Neither Borrower nor any of its Subsidiaries is
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
such Borrower or any of its Subsidiaries is a party or by which such Borrower or
any of its Subsidiary is bound which default could reasonably be expected to
have a Material Adverse Effect. No Default hereunder has occurred and is
continuing.

         SECTION 3.17. Unfunded Pension Liabilities. The unfunded pension or
similar liabilities of each Borrower and its Subsidiaries 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. Neither Borrower nor any of its
Subsidiaries has 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. Except for such
acts or failures to act as could not reasonably be expected to have a Material
Adverse Effect, the Oil and Gas Properties (and properties unitized therewith)
have been maintained, operated and developed in a good and workmanlike manner
and in conformity with all applicable Governmental Rules of all Governmental
Authorities having jurisdiction and in conformity with the provisions of all
leases, subleases or other contracts comprising a part of the Hydrocarbon
Interests and other contracts and agreements forming a part of the Oil and Gas
Properties.

         SECTION 3.19. Solvency. Immediately after the consummation of the
Financing Transactions to occur on the Global Effective Date and immediately
following the making of each Loan made on the Global Effective Date and after
giving effect to the application of the proceeds of such Loans, (a) each Loan
Party will not have unreasonably small capital with which to conduct the
business in which such Loan Party is engaged as such business is now conducted
and is proposed


                                       52

<PAGE>   58



to be conducted following the Global Effective Date; and (b) each Loan Party and
each Borrower and its Subsidiaries, on a consolidated basis, will be Solvent.

         SECTION 3.20. Representations and Warranties in U.S. Credit Agreement.
Each 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 such Borrower or its Subsidiaries, each 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. Initial Loan. The obligations of the Lenders to make Loans
(including making BA Loans and accepting Bankers' Acceptances) or for any
Issuing Bank to issue Letters of Credit 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 Term Loan Documents. The Global
Administrative Agent shall have received copies of the executed U.S. Loan
Documents and Canadian Term 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) Macleod Dixon LLP, counsel to each Borrower, in substantially the form
attached hereto as Exhibit A-1, (ii) Vinson & Elkins L.L.P., U.S. counsel to the
Parent, in substantially the form attached hereto as Exhibit A-2, and (iii)
Stewart McKelvey Stirling Scales, Nova Scotia counsel to TBF, in substantially
the form attached hereto as Exhibit A-3.

         (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:



                                       53

<PAGE>   59



                  (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 100% of the outstanding
         shares of common stock of (x) TBF and (y) 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 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
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.



                                       54

<PAGE>   60



         (h) Priority; Security Interest. The Collateral shall be free and clear
of all Liens, except Liens permitted by Section 7.2 of the U.S. Credit
Agreement. 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) Initial Reserve Report. The Global Administrative Agent and the
Lenders shall have received and shall be satisfied with the contents, results
and scope of the Initial Reserve Report.

         (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 each 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, including the Upfront Fee, and other amounts due and payable
pursuant to this Agreement or any other Combined Loan Document on or prior to
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.



                                       55

<PAGE>   61



         (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 each 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 Loans (including making BA
Loans and accepting Bankers' Acceptances) and of the Issuing Banks to issue
Letters of Credit 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. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend,
renew or extend any Letter of Credit, is subject to receipt of the request
therefor in accordance herewith and to the satisfaction of the following
conditions:

         (a) Representations and Warranties. At the time of and immediately
after giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, 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
such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.

         (c) No Material Adverse Effect. At the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or extension
of such Letter of Credit, 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 for any Borrowing.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section.




                                       56

<PAGE>   62



                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

         Each Borrower agrees with the Global Administrative Agent, the Canadian
Administrative Agent, the other Agents, any Issuing Bank and each Lender that,
until the Commitments have expired or been terminated and Obligations shall have
been paid and performed in full, all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed and no Bankers'
Acceptances Liabilities are outstanding, each Borrower will perform the
obligations set forth in this Article.

         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
Borrowers 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 each Borrower as any Lender, the
Global Administrative Agent or Canadian Administrative Agent may reasonably
request.

         SECTION 5.2. Litigation. The Borrower 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 or its Subsidiaries, 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 or its Subsidiaries in which injunctive or similar relief
is sought. The Borrower 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 or
its Subsidiaries 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 and shall cause each
Subsidiary to: 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



                                       57

<PAGE>   63



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).

         SECTION 5.4. Further Assurances. The Borrower will and will cause each
Subsidiary to 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 and will cause each Subsidiary to, 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 or any Subsidiary, as
the case may be, 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 and will
cause each Loan Party to do and perform every act and discharge all of the
Obligations at the time or times and in the manner specified.

         SECTION 5.6. Additional Subsidiaries. If any additional Subsidiary of
either Borrower is formed or acquired after the Global Effective Date, such
Borrower will notify the Global Administrative Agent, the Canadian
Administrative Agent and the Lenders thereof. If any Subsidiary as of the date
of its formation, its acquisition or at any time thereafter has a total asset
value in excess of U.S.$25,000,000 (or its equivalent in other currencies) and
such Subsidiary owns Oil and Gas Properties included in the Global Borrowing
Base, then the Borrower will cause such Subsidiary (unless such Subsidiary is a
Foreign Subsidiary) to execute a Subsidiary Guaranty within 30 days after such
Subsidiary is formed or acquired or it is determined to have the requisite total
asset value.

         SECTION 5.7. Covenants in U.S. Credit Agreement. Until the payment in
full in cash of all Obligations and the termination or expiration of all
Commitments and Letters of Credit and Bankers' Acceptances, each Borrower
covenants and agrees that it will perform, comply with, observe and fulfill,
each of the covenants, agreements and obligations contained in the U.S. Credit
Agreement, including, without limitation, Article V and Article VII of the U.S.
Credit Agreement, pertaining or otherwise applicable to such Borrower in its
capacity as a Subsidiary of the Parent. Each Borrower hereby irrevocably and
unconditionally agrees to be bound by such covenants, agreements and obligations
applicable to it in such capacity as if such Borrower were a party to the U.S.
Credit Agreement and such covenants, agreements and obligations applicable to it
in such capacity are hereby reaffirmed by each Borrower.



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                                   ARTICLE VI
                                   [NOT USED]

                                   ARTICLE VII
                               NEGATIVE COVENANTS

         Each Borrower agrees with the Global Administrative Agent, the Canadian
Administrative Agent, the other Agents, any Issuing Bank, and each Lender that,
until the Commitments have expired or been terminated and Obligations shall have
been paid and performed in full, all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed and no Bankers'
Acceptances Liabilities are outstanding, each Borrower will perform the
obligations set forth in this Article.

         SECTION 7.1. Nature of Business. Neither the Borrower nor any
Subsidiary will allow any material change to be made in the character of its
business as an independent oil and gas exploration and production, gas gathering
and processing or marketing company.

         SECTION 7.2. Liens. Neither the Borrower nor any Subsidiary will
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 and Letters of Credit. The Borrower will
not permit the proceeds of the Loans or Letters of Credit to be used for any
purpose other than those permitted by Section 3.7.

         SECTION 7.4. Transactions with Affiliates. Neither the Borrower nor any
Subsidiary will 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) 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, and shall not permit
any Subsidiary to, create any additional Subsidiaries except in accordance with
Section 5.6.




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<PAGE>   65



                                  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 (including BA Loans and Bankers'
Acceptances), or any reimbursement obligation for a disbursement made under any
Letter of Credit or Bankers' Acceptance, 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 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 Article VII or any other Article of this Agreement other than
under Article V; or any Loan Party shall default in the performance of any of
its obligations under Article V 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) either Borrower shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or

         (f) either 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


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<PAGE>   66



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 either 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 such Borrower of all or any substantial
part of its assets, or (iii) similar relief in respect of either 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 order for relief against either 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 Term 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 Term 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 either Borrower shall occur, the Commitments (if
not theretofore terminated) shall



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automatically terminate and 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 each Borrower and its
Subsidiaries. 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 (a) the Commitments (if not
theretofore terminated) to be terminated and/or (b) all of the outstanding
principal amount of the Loans (including BA Loans and Bankers' Acceptances) and
all other obligations hereunder to be due and payable, whereupon the Commitments
shall terminate and 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 and its Subsidiaries. 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.

                                   ARTICLE IX
                                     AGENTS

         Each of the Lenders, the Issuing Banks 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 Subsidiary or other 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



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<PAGE>   68



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, the Borrower 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, 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 the Canadian Administrative Agent as provided in this
paragraph, the Global Administrative Agent or the Canadian Administrative Agent
may resign at any time by notifying the Combined Lenders



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<PAGE>   69



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 and the Issuing
Banks, appoint a successor Global Administrative Agent or the Canadian
Administrative Agent, respectively, which shall be a bank with an office in New
York, New York 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 the
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 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,
and the Issuing Banks hereby irrevocably appoints the Global Administrative
Agent and the 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.



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<PAGE>   70



                                    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 Ltd
                           736 8th Avenue SW, 7th Floor
                           Calgary, Alberta T2P 1H4
                           Canada
                           Attention:  Carol A Rutherford
                           Telephone:  403-515-6000
                           Facsimile:  403-515-6060

                  with a copy to:

                           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

         (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



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<PAGE>   71



                  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-Borrowing 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

         (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




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<PAGE>   72



         (e) if to the Canadian Documentation Agent:

                           The Toronto-Dominion Bank
                           TD Tower, 38th Floor
                           66 Wellington Street West
                           Toronto, Ontario  M5K 1A2
                           CANADA
                           Attention:  Ms. Debbi L. Brito
                           Telephone:  416-307-9197
                           Facsimile:  416-982-8619

         (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 Term 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, any Issuing
Bank 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 Issuing Banks 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 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. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
the Global Administrative Agent, the Canadian Administrative Agent, any Lender
or any Issuing Bank may have had notice or knowledge of such Default at the
time.

         (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



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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 Loan or LC Disbursement 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 Loan or LC Disbursement, 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 2.10 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 Term
Lenders, Combined Lenders or Combined Revolving Lenders required to determine or
redetermine the Global Borrowing Base or the Revolving 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 any Loan Party from its Guaranty or
Subsidiary Guaranty (except as expressly provided in such Guaranty or Subsidiary
Guaranty), or limit its liability in respect of such Guaranty or Subsidiary
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) or any Issuing Bank (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) or any Issuing Bank (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 or a Subsidiary 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 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



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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) all
reasonable out-of-pocket expenses incurred by an Issuing Bank in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder, (iii) 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 (iv) all
reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or
any Lender, including the fees, charges and disbursements of any counsel for the
Agents, any Issuing Bank 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 or Letters of Credit issued hereunder,
including all such reasonable out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

         (b) The Borrower shall indemnify the Agents, each Issuing Bank, 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 Letter of Credit or the use
of the proceeds therefrom (including any refusal by an Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by
either Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to either Borrower or any of its Subsidiaries, 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



                                       69

<PAGE>   75



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, the Canadian
Administrative Agent or an Issuing Bank under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Global Administrative Agent,
the Canadian Administrative Agent or such Issuing Bank, as the case may be, 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, the Canadian Administrative Agent or
such Issuing Bank 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 Letter of Credit 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 (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), 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, each Issuing Bank 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 (including any Affiliate of
an Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Global Administrative
Agent, the Issuing Banks 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 Commitment and the Loans at the time owing to it) to any Person who is not a
Foreign Lender; 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 (and, in the case of an assignment of
all or a portion of a Commitment or any Lender's obligations in respect of its
LC Exposure, the Issuing Banks) must give their prior written consent to such
assignment (which consents shall not be unreasonably


                                       70

<PAGE>   76



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 Commitment or Loans, the amount of the Commitment or Loans 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 Commitments or Loans
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 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
Commitment 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 the Commitment of,
and principal amount of the Loans and LC Disbursements 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, the Issuing Banks 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, any Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.



                                       71

<PAGE>   77



         (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, the Canadian Administrative Agent or any Issuing Bank,
sell participations to one or more banks or other entities which are resident in
Canada for purposes of the Income Tax Act (Canada) (a "Participant") in all or a
portion of such Lender's rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); 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, the Issuing Banks 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.

         (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,
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


                                       72

<PAGE>   78



have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that any Agent, any
Issuing Bank, 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 and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17, 2.18, 2.20, 10.3 and 10.12 and
Article IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

         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 Issuing Banks, 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 or any of its Subsidiaries 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, each Issuing Bank and each Lender a
continuing security interest in any and all balances, credits, deposits,
accounts or moneys of the Borrower and its Subsidiaries then or thereafter
maintained with any of the Agents, such Issuing Bank and such Lenders. The
rights of


                                       73

<PAGE>   79



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 PROVINCE OF ALBERTA AND OF CANADA APPLICABLE
THEREIN.

         (b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ALBERTA, 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 COURTS OF THE
PROVINCE OF ALBERTA. 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 EITHER
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 PROVINCE OF ALBERTA. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO



                                       74

<PAGE>   80



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 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



                                       75

<PAGE>   81



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 year period, to maintain
the confidentiality of such information for an additional three year period. The
Borrowers 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 Guarantors to a Lender, any Issuing Bank 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, such
Issuing Bank or Agent limiting rates of interest which may be charged or
collected by such Lender, such Issuing Bank or Agent. Accordingly, if the
transactions contemplated hereby or thereby would be illegal, unenforceable,
usurious or criminal under laws applicable to a Lender, any Issuing Bank 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, such Issuing Bank 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, each Issuing Bank 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, such Issuing Bank 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,
         such Issuing Bank or such Agent for the use, forbearance and detention
         of the indebtedness of the Borrower to such



                                       76

<PAGE>   82



         Lender, such Issuing Bank or such Agent hereunder or under any Combined
         Loan Document shall, to the extent permitted by laws applicable to such
         Lender, such Issuing Bank 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, such Issuing Bank
         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, such Issuing Bank or such Agent
         pursuant to this Agreement or such other Combined Loan Document shall
         be limited, notwithstanding 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,
         such Issuing Bank 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, such Issuing Bank or such
         Agent would cause such Lender to charge the Borrower a criminal rate of
         interest, the Lenders, the Issuing Banks 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, such Issuing Bank or such Agent, as applicable, and if received
         such affected Lender, such Issuing Bank 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 or any of its Subsidiaries 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



                                       77

<PAGE>   83



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 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]



                                       78

<PAGE>   84



         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., as a Borrower

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


                                           TOM BROWN RESOURCES LTD., as a
                                           Borrower

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

             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 1


<PAGE>   85




                                           THE CHASE MANHATTAN BANK, as
                                           Global Administrative Agent


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


             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 2


<PAGE>   86




                                           THE CHASE MANHATTAN BANK OF
                                           CANADA, as Canadian Administrative
                                           Agent


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




             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 3


<PAGE>   87



                                           THE CHASE MANHATTAN BANK,
                                           TORONTO BRANCH, as a Lender


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



             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 4


<PAGE>   88




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


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


             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 5


<PAGE>   89




                                           THE TORONTO-DOMINION BANK, as
                                           Canadian Documentation Agent and as a
                                           Lender


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



             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 6



<PAGE>   90



                                           BNP PARIBAS [CANADA], as a Lender


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

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


             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 7



<PAGE>   91



                                           NATIONAL BANK OF CANADA, as a
                                           Lender and as Managing Agent


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


             [SIGNATURE PAGE TO CANADIAN REVOLVING CREDIT AGREEMENT]

                                      S - 8



<PAGE>   92



                                   EXHIBIT A-1

                     FORM OF LEGAL OPINION OF MACLEOD DIXON

                                [to be provided]





                              Exhibit A-1 - Page 1

<PAGE>   93



                                   EXHIBIT A-2

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

                                [to be provided]




                              Exhibit A-2 - Page 1

<PAGE>   94



                                   EXHIBIT A-3

            FORM OF LEGAL OPINION OF STEWART MCKELVEY STIRLING SCALES

                                [to be provided]





                              Exhibit A-3 - Page 1

<PAGE>   95



                                   [EXHIBIT B]

                           FORM OF LENDER CERTIFICATE


                                ________, 200___


To:      THE CHASE MANHATTAN BANK,
         as Global Administrative Agent

To:      THE CHASE MANHATTAN BANK OF CANADA,
         as Canadian Administrative Agent

         Tom Brown Resources Funding Corp., Tom Brown Resources Ltd., the Global
Administrative Agent, the Canadian Administrative Agent and the other Agents and
certain Lenders have heretofore entered into a Credit Agreement, dated as of
March 20, 2001, as amended from time to time (the "Credit Agreement").
Capitalized terms herein used having the meaning specified in the Credit
Agreement.

[Language for Existing Lender]

[   Please be advised that the undersigned has agreed to increase its Commitment
under the Credit Agreement effective __________, 200__ from U.S.
$________________ to U.S. $____________ and (b) that it shall continue to be a
party in all respect to the Credit Agreement and the other Loan Documents.]

[Language for New Lender]

[   Please be advised that the undersigned has agreed (a) to become a Lender
under the Credit Agreement effective __________, 200__ with a Commitment of
U.S. $____________ and (b) that it shall be deemed to be a party in all respect
to the Credit Agreement and the other Loan Documents.]

                                                  Very truly yours,

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



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



                               Exhibit B - Page 1

<PAGE>   96




Accepted and Agreed:

THE CHASE MANHATTAN BANK.,
  as Global Administrative Agent


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


THE CHASE MANHATTAN BANK. OF CANADA,
  as Canadian Administrative Agent


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


Accepted and Agreed:

TOM BROWN RESOURCES FUNDING CORP.


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

TOM BROWN RESOURCES LTD.


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


                               Exhibit B - Page 2


<PAGE>   97



                                    EXHIBIT C

                        TOM BROWN RESOURCES FUNDING CORP.
                                       and
                            TOM BROWN RESOURCES LTD.

                             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 Revolving Credit Agreement", among the Borrowers party thereto, the
Lenders party thereto, the other Agents 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 and the Global Administrative Agent, the undersigned, the [title of
Authorized Officer] of TBF and the [title of Authorized Officer] of TBRL do
hereby certify, pursuant to Section 5.1(a) of the Canadian Revolving Credit
Agreement, as follows on behalf of the Borrower thereunder (capitalized terms
hereinafter used having the meaning specified in the Canadian Revolving 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]


                                         TOM BROWN RESOURCES LTD.


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



                               Exhibit C - Page 1

<PAGE>   98



                                    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, Tom Brown Resources Ltd., a corporation organized
under the laws of the Province of Alberta (collectively 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
Commitment of the Assignor on the Assignment Date and Loans owing to the
Assignor which are outstanding 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).

[        It is understood by the Assignor and the Assignee that if any
Bankers' Acceptances accepted by the Assignor remain outstanding on the
Assignment Date, such Bankers' Acceptances shall remain the liability and
obligation of the Assignor and the Assignor shall be entitled to all of the
rights, titles and benefits arising out of the Credit Agreement and the other
Loan Documents with respect to such Bankers' Acceptances (including
reimbursement rights); provided, however, that the Assignee shall indemnify the
Assignor and hold the Assignor harmless from and against any losses or costs
paid or incurred by the Assignor in connection with such Bankers' Acceptances
(other than losses or costs which arise out of the gross negligence or wilful
misconduct of the Assignor) and shall be entitled to a proportionate amount of
the fees paid in respect of such Bankers' Acceptances as agreed between the
Assignor and the Assignee.](1)

----------

(1)      To be included if any Bankers' Acceptances accepted by the Assignor
         remain outstanding - on the Assignment Date.


                               Exhibit D - Page 1

<PAGE>   99



         This Assignment and Acceptance is being delivered to the Global
Administrative Agent and the Canadian Administrative Agent together with, if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Canadian Administrative Agent, duly
completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to
the Canadian 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 PROVINCE OF ALBERTA AND OF CANADA APPLICABLE
THEREIN.

Date of Assignment:
                            --------------------------

Legal Name of Assignor:
                                    --------------------------

Legal Name of Assignee:
                                    --------------------------

Assignee's Address for
 Notices:
         --------------

Effective Date of Assignment
("Assignment Date"):
                                    --------------------------

<TABLE>
<CAPTION>

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



</TABLE>


                               Exhibit D - Page 2

<PAGE>   100



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 3

<PAGE>   101




The undersigned hereby consent to the within assignment:(2)


                                         TOM BROWN RESOURCES FUNDING CORP.


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

                                         TOM BROWN RESOURCES LTD.


                                         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:

----------

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




                               Exhibit D - Page 4

<PAGE>   102



                                   EXHIBIT E-1

                            FORM OF BORROWING REQUEST

                                          , 200
                            ---------------     ---

The Chase Manhattan Bank
 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 Revolving Credit Agreement

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, Tom Brown Resources


                              Exhibit E-1 - Page 1

<PAGE>   103



Ltd., a corporation organized under the laws of the Province of Alberta
(collectively 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 a Borrowing under the Credit Agreement, and in that connection
the Borrower specifies the following information with respect to the Borrowing
requested hereby:

      (A)     Principal amount and Currency of Borrowing(1):
                                                            -------------------

      (B)     Interest rate basis(2):
                                      ------------------------

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

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

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

      If the Borrowing results in an increase in the aggregate outstanding
principal amount of the Loans, the Borrower hereby represents and warrants that
the conditions specified in paragraphs (a), (b) and (c) of Section 4.2 of the
Credit Agreement are satisfied.


--------

      (1)   Not less than (i) U.S.$1,000,000 and an integral multiple of
            U.S.$1,000,000 with respect to Eurodollar Loans (ii) U.S.$500,000 or
            C$500,000 and an integral multiple of U.S.$500,000 or C$500,000 with
            respect to U.S. Prime or Canadian Prime Borrowings (or aggregate
            unused balance of the Commitments in the case of a U.S. Prime or
            Canadian Prime Borrowing).

      (2)   Eurodollar Borrowing, Canadian Prime Borrowing or U.S. Prime
            Borrowing.

      (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>   104



      The Borrower has caused this Borrowing Request to be executed and
delivered by its Authorized Officer this day of , 200__.

                                      Very truly yours,

                                      [TOM BROWN RESOURCES FUNDING CORP.]


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

                                      [TOM BROWN RESOURCES LTD.]



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




                              Exhibit E-1 - Page 3

<PAGE>   105



                                   EXHIBIT E-2

                        FORM OF INTEREST ELECTION REQUEST

                            ________________, 200___

The Chase Manhattan Bank
 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 Revolving Credit Agreement

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, Tom Brown Resources



                              Exhibit E-2 - Page 1

<PAGE>   106

Ltd., a corporation organized under the laws of the Province of Alberta
(collectively 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 a Borrowing under the
Credit Agreement, and in that connection the Borrower specifies the following
information with respect to the Borrowing to be converted or continued as
requested hereby:

         (A)      Borrowing to which this request applies(1):
                                                            --------------------

         (B)      Principal amount of Borrowing to be
                  converted/continued(2):
                                         ---------------------------------------

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

         (D)      Interest rate basis of resulting Borrowing(3):
                                                                ----------------

         (E)      Interest Period of resulting Borrowing(4):
                                                             -------------------

                                           Very truly yours,

                                           [TOM BROWN RESOURCES FUNDING CORP.]


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


--------

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

      (2)   Not less than (i) U.S.$1,000,000 and an integral multiple of
            U.S.$1,000,000 with respect to Eurodollar Loans (ii) U.S.$500,000 or
            C$500,000 and an integral multiple of U.S.$500,000 or C$500,000 with
            respect to U.S. Prime or Canadian Prime Borrowings (or aggregate
            unused balance of the Commitments in the case of a U.S. Prime or
            Canadian Prime Borrowing). (3) Eurodollar Borrowing or Canadian
            Prime Borrowing or U.S. Prime Borrowings.

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



                              Exhibit E-2 - Page 2

<PAGE>   107



                                           [TOM BROWN RESOURCES LTD.]



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




                              Exhibit E-2 - Page 3

<PAGE>   108



                                    EXHIBIT F

                            FORM OF PLEDGE AGREEMENT

                                [to be attached]



                               Exhibit F - Page 1

<PAGE>   109



                                    EXHIBIT G

                             [Intentionally omitted]



                               Exhibit G - Page 1

<PAGE>   110



                                    EXHIBIT H

                             [Intentionally omitted]





                               Exhibit H - Page 1

<PAGE>   111



                                    EXHIBIT I

                 POWER OF ATTORNEY TERMS - BANKERS' ACCEPTANCES

                  In order to facilitate the acceptance of Bankers' Acceptances
pursuant to the terms of 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, Tom Brown Resources Ltd., a corporation organized
under the laws of the Province of Alberta (collectively the "Borrower"), 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, 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, the Borrower hereby appoints each
Lender (individually, the "Lender"), acting by its duly authorized signatories
(the "Attorney") for the time being at the Lender's main branch in Toronto,
Ontario (the "Branch of Account"), the attorney of the Borrower:

         1.       to sign for and on behalf and in the name of the Borrower as
                  drawer, drafts in the Lender's standard form ("Drafts") which
                  may be "depository bills" under and as defined in the
                  Depository Bills and Notes Act (the "DBNA") drawn on the
                  Lender payable to the order of the Borrower or to the order of
                  the Lender or to a "clearing house" under the DBNA or its
                  nominee for deposit by the Lender with the "clearing house"
                  after acceptance thereof by the Lender; and

         2.       to fill in the amount, date and maturity date of such Drafts;

provided that such acts in each case are to be undertaken by the Lender in
accordance with instructions given to the Lender by the Borrower as provided in
this power of attorney.

                  Instructions to the Lender relating to the execution,
completion, endorsement, discount and/or deposit by the Lender on behalf of the
Borrower of Drafts which the Borrower wishes to submit to the Lender for
acceptance by the Lender shall be communicated by the Global Administrative
Agent and the Canadian Administrative Agent and/or Borrower to the Lender in
writing at the Branch of Account following delivery by the Borrower of a notice
in respect of a drawdown, conversion or rollover pursuant to the Credit
Agreement and shall specify the following information:

         1.       a Canadian Dollar amount, which shall be the aggregate face
                  amount of the Drafts to be accepted by the Lender in respect
                  of a particular drawdown, conversion or rollover;

         2.       a specified period of time, as provided in the Credit
                  Agreement, which shall be the number of days after the date of
                  such Drafts that such Drafts are to be payable, and the dates
                  of issue and maturity of such Drafts; and


                               Exhibit I - Page 1

<PAGE>   112



         3.       payment instructions specifying the account number of the
                  Borrower and the financial institution at which the proceeds
                  from the sale of such Drafts are to be credited.

                  The communication in writing by the Borrower to the Lender of
the instructions referred to above shall constitute the authorization and
instruction of the Borrower to the Lender to complete, execute and, if
applicable, endorse Drafts in accordance with such information as set out above
and the request of the Borrower to the Lender to accept such Drafts and deliver
the same, or deposit the same with a "clearing house" under the DBNA, against
payment as set out in the instructions. The Borrower acknowledges that the
Lender shall not be obligated to accept any such Drafts except in accordance
with the provisions of the Credit Agreement. The Lender shall be and it is
hereby authorized to act on behalf of the Borrower upon and in compliance with
instructions communicated to the Lender as provided herein if the Lender
reasonably believes them to be genuine.

                  The Borrower agrees to indemnify the Lender and its directors,
officers, employees, affiliates and agents and to hold it and them harmless from
and against any loss, liability, expense or claim of any kind or nature
whatsoever incurred by any of them as a result of any action or inaction in any
way relating to or arising out of this power of attorney or the acts
contemplated hereby including the deposit of any draft with a "clearing house"
under the DBNA; provided that this indemnity shall not apply to any such loss,
liability, expense or claim which results from the gross negligence or wilful
misconduct of the Lender or any of its directors, officers, employees,
affiliates or agents.

                  This power of attorney may be revoked by the Borrower at any
time upon not less than five (5) Business Days' written notice served upon the
Lender at the Branch of Account, provided that (i) it may be replaced with
another power of attorney forthwith in accordance with the requirements of the
Credit Agreement; and (ii) no such revocation shall reduce, limit or otherwise
affect the obligations of the Borrower in respect of any Draft executed,
completed, endorsed, discounted and/or delivered in accordance herewith prior to
the time at which such revocation becomes effective. This power of attorney may
be terminated by the Lender at any time upon not less than five (5) Business
Days' written notice to the Borrower in accordance with Section 2.22 of the
Credit Agreement.

                  Any revocation or termination of this power of attorney shall
not affect the rights of the Lender and the obligations of the Borrower with
respect to the indemnities of the Borrower above stated with respect to all
matters arising prior in time to any such revocation or termination.

                  This power of attorney is in addition to and not in
substitution for any agreement to which the Lender and the Borrower are parties.

                  This power of attorney shall be governed in all respects by
the laws of the Province of Alberta and the laws of Canada applicable therein
and each of the Borrower and the Lender


                               Exhibit I - Page 2

<PAGE>   113



hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of
such jurisdiction in respect of all matters arising out of this power of
attorney.

                  In the event of a conflict between the provisions of this
Power of Attorney and the Credit Agreement, the Credit Agreement shall prevail.




                               Exhibit I - Page 3

<PAGE>   114



                                    EXHIBIT J

                       FORM OF BANKERS' ACCEPTANCE REQUEST

                                     [Date]

To The Chase Manhattan Bank of Canada,
as Canadian Administrative Agent to the Lenders
party to the Credit Agreement referred
to below

Re:      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, Tom Brown Resources Ltd., a corporation
         organized under the laws of the Province of Alberta (collectively the
         "Borrower"), 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, 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.

Dear Ladies and Gentlemen:

         We request that the Lenders accept and issue the following Bankers'
Acceptances.

TOTAL PRINCIPAL AMOUNT:
                                    --------------
ACCEPTANCE DATE:
                                    --------------
MATURITY DATE:
                                    --------------
RESULTING TERM IN DAYS:
                                    --------------




                               Exhibit J - Page 1

<PAGE>   115





                                           Very truly yours,

                                           [TOM BROWN RESOURCES FUNDING CORP.]
                                           or
                                           [TOM BROWN RESOURCES LTD.]


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



                               Exhibit J - Page 2

<PAGE>   116



                                    EXHIBIT K

               CALCULATION OF NET PROCEEDS OF BANKERS' ACCEPTANCE


The BA Net Proceeds of any Bankers' Acceptance shall be equal to the following
formula:


BA NET PROCEEDS    =   Principal Amount of Bankers' Acceptance  X  Price
                       ---------------------------------------

PRICE              =                          1
                       ---------------------------------------------------------
                         1 + (Bankers' Acceptance Rate X (Term/365))

The Price of any Bankers' Acceptance shall expressed as a decimal and be rounded
to nearest 1/10000 of 1% with 0.000005 being rounded up.





                               Exhibit K - Page 1

<PAGE>   117



                                    EXHIBIT L

                     DETAILS OF ISSUE OF BANKERS' ACCEPTANCE


                                DETAILS OF ISSUE

                                     [Date]

[Borrower's addresses]


Re:      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, Tom Brown Resources Ltd., a corporation
         organized under the laws of the Province of Alberta (collectively the
         "Borrower"), 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, 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.

Dear Ladies and Gentlemen:

         The details of issue with respect to the Bankers' Acceptance Request
dated ___________ are as follows:

1.       Principal Amount of Bankers' Acceptances Issued:

2.       BA Maturity Date:

3.       Bankers' Acceptance Rate:

4.       BA Stamping Fee Rate:

5.       BA Net Proceeds:
                                           THE CHASE MANHATTAN BANK OF CANADA,
                                           as Canadian Administrative Agent



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



                               Exhibit L - Page 1

<PAGE>   118



                                    EXHIBIT M

                           FORM OF SUBSIDIARY GUARANTY

                                [to be attached]



                               Exhibit M - Page 1

<PAGE>   119



                                    EXHIBIT N

                             FORM OF PARENT GUARANTY

                                [to be attached]




                               Exhibit N - Page 1

<PAGE>   120


                                  SCHEDULE 2.1

                                   COMMITMENTS

<TABLE>
<CAPTION>

                          Lender                                           Commitments
                          ------                                           -----------

<S>                                                                  <C>
The Chase Manhattan Bank, Toronto Branch                             U.S.$12,555,555.56
BNP Paribas [Canada]                                                 U.S.$ 8,000,000.00
The Bank of Nova Scotia                                              U.S.$10,000,000.00
The Toronto-Dominion Bank                                            U.S.$10,000,000.00
National Bank of Canada                                              U.S.$14,444,444.44
                                                                     ------------------
TOTAL:                                                               U.S.$55,000,000.00
</TABLE>




                              Schedule 2.1 - Page 1