<PAGE>   1

                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

         This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (as the same may be amended, amended and restated, modified, or
supplemented from time to time, this "Amendment") is entered into and effective
as of the 16th day of June, 1998 by and among LAKEHEAD PIPE LINE COMPANY, INC.,
a Delaware corporation (the "General Partner"), LAKEHEAD PIPE LINE PARTNERS,
L.P., a Delaware limited partnership (the "MLP"), LAKEHEAD SERVICES LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Services Partnership"),
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP, a Delaware limited partnership
(the "Operating Partnership," and, together with the MLP and the Services
Partnership, collectively the "Borrowers"); BANK OF MONTREAL, a Canadian
chartered bank, THE TORONTO-DOMINION BANK, a Canadian chartered bank, CANADIAN
IMPERIAL BANK OF COMMERCE, a Canadian chartered bank, ABN AMRO BANK, N.V.,
CAYMAN ISLANDS BRANCH ; and said BANK OF MONTREAL as Agent for the Banks.

                               W I T N E S E T H :

         WHEREAS, the General Partner, the Borrowers, the Banks, the Agent, and
the Collateral Agent have entered into that certain Amended and Restated Credit
Agreement dated as of September 6, 1996 as amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement, dated effective as
of September 6,1996 (as so amended and as the same may be amended, modified, or
supplemented from time to time, the "Credit Agreement");

         WHEREAS, prior to the date hereof, the Operating Partnership entered
into certain amendments of the Mortgage Note Agreements pursuant to a Third
Amendment dated as of December 15, 1997.





<PAGE>   2



         WHEREAS, the General Partner, the Borrowers, the Banks, and the Agent
have agreed, and hereby agree, to conform certain provisions of the Credit
Agreement to the amendments of the Mortgage Note Agreements as set forth in the
Third Amendment, to increase the amount of the Commitment and further to amend
certain other provisions of the Credit Agreement;

         NOW, THEREFORE, the General Partner, the Borrowers, the Banks, and the
Agent hereby agree as follows:

         SECTION 1. Definitions. Capitalized terms used herein (including in the
recitals hereinabove) and not otherwise defined herein shall have the meanings
respectively assigned to such terms in the Credit Agreement.

         SECTION 2. Amendments to Section 1.01 of the Credit Agreement.

                  Section 1.01 of the Credit Agreement is hereby amended as
follows:

                  (i) The definition of the term "Consolidated Pro Forma Debt
Service" contained in Section 1.01 of the Credit Agreement is hereby deleted in
its entirety and the following substituted therefor:

                            " 'Consolidated Pro Forma Debt Service' means, at
                  any date of determination, (a) the total amount payable by any
                  Person and its Subsidiaries on a consolidated basis, after
                  eliminating all intercompany transactions, during the four
                  consecutive calendar quarters next succeeding the date of
                  determination, in respect of all interest charges with respect
                  to Indebtedness of such Person and its Subsidiaries
                  outstanding on such date of determination, after giving effect
                  to any Indebtedness proposed to be incurred on such date and
                  to the repayment of any other Indebtedness occurring either
                  concurrently therewith or within 90 days thereafter, including
                  actual payments under Capital Lease obligations, (b) less the
                  amount of investment income received by such Person and its
                  Subsidiaries on a consolidated basis during such period from
                  the investment of cash and cash equivalents, (i) assuming, in
                  the case of the Indebtedness under this Agreement (other than
                  Indebtedness secured by Qualifying Securities), that such
                  Indebtedness will bear interest at the Fluctuating Rate and,
                  in the case of other Indebtedness bearing interest at
                  fluctuating interest rates which cannot be determined in
                  advance, that the rate in effect on such date will remain in
                  effect throughout such period; (ii) in the case of any Working
                  Capital Facility, including only actual interest payments paid
                  pursuant thereto during the most recent four calendar
                  quarters; and (iii) treating the principal amount of all
                  Indebtedness outstanding as of such date of determination
                  under a revolving credit or similar agreement other than any
                  Working Capital Facility, as maturing and becoming due and
                  payable in equal quarterly installments over (A) a term of
                  seven years if the


                                        2

<PAGE>   3



                  maturity or termination date thereof is seven years or less or
                  (B) if the maturity or termination date thereof is more than
                  seven years, over such longer term."

                  (ii) The definition of the term "Interest Rate Agreement"
contained in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:

                   " 'Interest Rate Agreement' shall mean any one or more
                  interest rate swap agreements , interest rate cap agreements,
                  interest rate collar agreements or other similar agreements or
                  arrangements designed to protect the Operating Partnership,
                  the Services Partnership, the MLP or any of their respective
                  Subsidiaries against fluctuations in interest rates on
                  Indebtedness outstanding under any of their respective current
                  or future debt obligations."

                  (iii) The definition of the term "Maximum Consolidated Pro
Forma Debt Service" contained in Section 1.01 of the Credit Agreement is hereby
deleted in its entirety and the following substituted therefor:

                           " 'Maximum Consolidated Pro Forma Debt Service'
                  means, as at any date of determination, (a) the highest total
                  amount payable by any Person and its Subsidiaries on a
                  consolidated basis, after eliminating all intercompany
                  transactions, during any period of four consecutive calendar
                  quarters, commencing with the fiscal quarter in which such
                  date of determination occurs (and based on Indebtedness
                  outstanding as of such date of determination) and ending on
                  December 31, 2011, in respect of scheduled principal payments
                  and all interest charges with respect to all Indebtedness of
                  any Person and its Subsidiaries outstanding on such date of
                  determination, after giving effect to any Indebtedness
                  proposed to be incurred on such date and to the repayment of
                  any other Indebtedness occurring concurrently therewith or
                  within 90 days thereafter, including actual payments under
                  Capital Lease obligations, less (b) the amount of investment
                  income received by such Person and its Subsidiaries on a
                  consolidated basis during such period from the investment of
                  cash and cash equivalents, (i) assuming, in the case of the
                  Indebtedness under this Agreement (other than Indebtedness
                  secured by Qualifying Securities), that such indebtedness will
                  bear interest at the Fluctuating Rate, and, in the case of
                  other Indebtedness bearing interest at fluctuating interest
                  rates which cannot be determined in advance, that the rate in
                  effect on such date will remain in effect throughout such
                  period, (ii) in the case of any Working Capital Facility,
                  including only actual interest payments paid pursuant thereto
                  during the four most recent calendar quarters, and (iii)
                  treating the principal amount of all Indebtedness outstanding
                  as of such date of determination under a revolving credit or
                  similar agreement (other than any Working Capital Facility) as
                  maturing and becoming due and payable in equal quarterly
                  installments over (A) a term of seven years if the maturity or
                  termination date thereof is seven years or less or (B) if the
                  maturity or termination date is more than seven years, over
                  such longer term."


                                        3

<PAGE>   4




                  (iv) The definition of the term "Notes" contained in Section
1.01 of the Credit Agreement is hereby amended by inserting immediately after
the phrase ", including, without limitation, any promissory notes evidencing any
increase in the Total Loan Commitment", but before the "." appearing at the end
thereof, the following:

                                    ", including, without limitation, any
                  promissory notes evidencing any increase in the Total Loan
                  Commitment, including, without limitation, (a) those
                  promissory notes, each dated June 16,1998, executed by the
                  Operating Partnership in the respective face amounts of
                  $136,586,300, $85,365,850, $85,365,850 and $42,682,000 payable
                  respectively to the order of the Bank of Montreal, The
                  TorontoDominion Bank, the Canadian Imperial Bank of Commerce
                  and ABN AMRO Bank, N.V., Cayman Islands Branch, (b) those
                  promissory notes, each dated June 16,1998, executed by the MLP
                  in the respective face amounts of $136,586,300, $85,365,850,
                  $85,365,850 and $42,682,000 payable respectively to the order
                  of the Bank of Montreal, The Toronto-Dominion Bank, the
                  Canadian Imperial Bank of Commerce and ABN AMRO Bank, N.V.,
                  Cayman Islands Branch, and (c) those promissory notes, each
                  dated June 16,1998, executed by the Services Partnership in
                  the respective face amounts of $136,586,300, $85,365,850,
                  $85,365,850 and $42,682,000 payable respectively to the order
                  of Bank of Montreal, The TorontoDominion Bank, the Canadian
                  Imperial Bank of Commerce and ABN AMRO Bank, N.V., Cayman
                  Islands Branch."

                  (v) The definition of the term "Parity Debt" contained in
Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the
following substituted therefor:

                           " 'Parity Debt' shall mean indebtedness of the
         Operating Partnership (including, without limitation, indebtedness of
         the Operating Partnership evidenced by Mortgage Notes) which satisfies
         the definition of "Parity Debt" as said term is defined in the Mortgage
         Note Agreements."

                  (vi) The definition of the term "Prospective Debt Service"
contained in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:

                           "'Prospective Debt Service' shall mean, in respect of
                  any Person, the sum of a) the payment obligations of such
                  Person and its Subsidiaries on a consolidated basis, after
                  eliminating all intercompany transactions, in respect of a
                  relevant calendar quarter for which the calculation thereof is
                  being made, and based on Funded Debt outstanding as of the
                  date of determination, for all interest charges with respect
                  to, Funded Debt, less (b) the amount of investment income
                  generated by such Person and its Subsidiaries on a
                  consolidated basis from the investment of cash and cash
                  equivalents during such period, (i) assuming, in the case of
                  the Loans (other than Loans secured by Qualifying Securities),
                  that the rate of interest will be the


                                        4

<PAGE>   5



                  Fluctuating Rate and, in the case of other Funded Debt bearing
                  interest at fluctuating interest rates which cannot be
                  determined in advance, that the rate in effect on such date
                  will remain in effect throughout such period, (ii) in the case
                  of any Working Capital Facility, including only actual
                  interest payments paid thereunder during such calendar
                  quarter, (iii) treating the principal amount of all Funded
                  Debt outstanding as of such date of determination under a
                  revolving credit or similar agreement (other than any Working
                  Capital Facility) as maturing and becoming due and payable in
                  equal quarterly installments over (A) a term of seven years if
                  the maturity or termination date thereof is seven years or
                  less or (B) if the maturity or termination date is more than
                  seven years, over such larger term, and (iv) deeming (A) with
                  respect to the Mortgage Notes and any of such other Funded
                  Debt of which principal is payable annually, that 25% of the
                  aggregate amount of all principal to be paid in respect of
                  such Mortgage Notes and other Funded Debt in such year is
                  being payable in such quarter, and (B) with respect to any
                  other Funded Debt of which principal is payable semi-annually
                  or more frequently, that at least 50% of the aggregate amount
                  of all principal to be paid in respect of such other Funded
                  Debt in such period as being payable in such quarter."


         (vii) The definition of the term "Total Loan Commitment" contained in
Section 1.01 of the Credit Agreement is hereby amended by deleting the amount
"$205,000,000" appearing therein and substituting therefor the amount of
"$350,000,000."

         (viii) The definition of the term "Working Capital Facility" contained
in Section 1.01 of the Credit Agreement is hereby amended by adding the phrase
"or other financial institutions after "banks " and before ", which" in the
third line thereof.

                  SECTION 3. Amendment to Subsections 8.01 (f) and 8.01(j) of
the Credit Agreement.

         (i) Subsection (f) of Section 8.01 of the Credit Agreement is hereby
deleted in its entirety and the following substituted therefor:

                           "(f) The Operating Partnership may become and remain
                  liable with respect to Indebtedness, in addition to that
                  otherwise permitted by the foregoing subsections of this
                  Section 8.01, including Borrowings under this Agreement, if on
                  the date the Operating Partnership becomes liable with respect
                  to any such additional Indebtedness and immediately after
                  giving effect thereto and to the repayment of any Indebtedness
                  occurring either concurrently therewith or within 90 days
                  thereafter (i) (A) the ratio of Consolidated Cash Flow to
                  Consolidated Pro Forma Debt Service is greater than 2.5 to
                  1.0, and (B) the ratio of Consolidated Cash Flow to Maximum
                  Consolidated Pro Forma Debt Service is greater than 1.1 to
                  1.0; and (ii) any such Indebtedness which is to be secured
                  under the Security Documents as provided in


                                        5

<PAGE>   6



                  Section 8.02(i) is incurred pursuant to an agreement or
                  instrument which complies with the requirements set forth in
                  clause ii of the proviso to Section 8.01(b), provided that if
                  such Indebtedness is (A) Funded Debt incurred by the Operating
                  Partnership and (B) is to be secured under the Security
                  Documents as provided in Section 8.02(i), then on the date the
                  Operating Partnership becomes liable with respect to any such
                  additional Funded Debt, the Operating Partnership would not be
                  permitted to incur any additional Funded Debt under Section
                  8.01(b);"

         (ii) Subsection (j) of Section 8.01 of the Credit Agreement is hereby
deleted in its entirety and the following substituted therefor:

                  "(j) the Operating Partnership, the Services Partnership, the
                  MLP and their respective Subsidiaries may become and remain
                  liable with respect to obligations under Interest Rate
                  Agreements; and"

         (iii) Subsection (k) of Section 8.01 of the Credit Agreement is hereby
deleted in its entirety.


         SECTION 4. Amendments to Section 8.02 of the Credit Agreement.

                  Section 8.02 of the Credit Agreement is hereby amended as
follows:

                  (i) Subsection (i) of Section 8.02 of the Credit Agreement is
hereby amended by inserting the words " or Section 8.01(f)" immediately after
the words "Section 8.01(b)" appearing at the end of clause (A) thereof.

                  (ii) The "lead-in" language to Clause (C) of Subsection 8.02
(i) of the Credit Agreement and subclauses (i) and (ii) to said Clause (C) are
hereby deleted in its entirety and the following shall be substituted therefor:

                  "(C) to the extent incurred to finance the making of capital
                  improvements, repairs and additions to the Operating
                  Partnership's Mortgaged Property, Indebtedness incurred under
                  Section 8.01(f), provided that:

                           (i) such Liens are effected through an amendment to
                  the Mortgages to the extent necessary to provide the holders
                  of such Indebtedness equal and ratable security in the
                  property and assets subject to the Security Documents with the
                  holders of the MP Loans and the Mortgage Notes and of other
                  Indebtedness secured under the Security Documents;

                           (ii) in the case of Indebtedness incurred in
                  connection with Section 8.01(b) or 8.01(f), the Mortgages are
                  amended to the extent necessary to extend the


                                        6

<PAGE>   7



                  Lien thereof to any property or assets, if any, acquired or
                  otherwise financed with the proceeds of such Indebtedness and"

                  (iii) Subsection (j) of Section 8.02 of the Credit Agreement
is hereby amended by inserting "8.01(b)" immediately after the word "Section"
but before the "8.01(f)" appearing in the fifth line thereof.

                  (iv) Subsection (r) of Section 8.02 of the Credit Agreement is
hereby deleted in its entirety and the following shall be substituted therefor

                  "Liens on property not securing the Loans granted to secure
                  the obligations of the Operating Partnership, the MLP or the
                  Services Partnership under Interest Rate Agreements or any
                  agreement described in Section 8.01(k);"

                  (v) Subsection (s) of Section 8.02 of the Credit Agreement is
hereby deleted in its entirety.

                  (vi) The last paragraph of Section 8.02 is hereby amended by
adding the words "or any Subsidiary" after the word "Borrower" and before the
word "of" in the last line thereof.

         SECTION 5. Amendments to Section 8.03 of the Credit Agreement.

                    Subsections (c), (e) (f) and (g) of Section 8.03 of the
Credit Agreement are hereby each amended by inserting the words "or any
Subsidiary" immediately after the word "it" appearing at the beginning thereof.

         SECTION 6. Amendments to Subsections 8.07 (c) (ii) (A) and (B) of the
Credit Agreement.

                  Each of subclauses (A) and (B) of Subsection 8.07(c)(ii) of
the Credit Agreement is hereby amended by deleting the amount "$5,000,000" where
it appears in said subclauses and substituting therefor the amount of
"$15,000,000."

         SECTION 7. Amendments to Section 11.11 of the Credit Agreement.

                    (i) 11.11(b) of the Credit Agreement is hereby amended by
deleting the word "Prospective" appearing immediately before the phrase "Debt
Service Reserve by dedicating thereto" appearing in the fourth line thereof.

                    (ii) Sub-section 11.11(c) of the Credit Agreement is hereby
deleted in its entirety and the following substituted therefor:

                    "(c) Notwithstanding anything contained herein or elsewhere
to the contrary or seemingly to the contrary, failure by the Operating
Partnership to comply 

                                       7

<PAGE>   8



with the provisions of Section 11.11(a) or 11.11(b) shall not constitute a
Default or Event of Default if such failure is a result of the Quarterly Cash
Flow Available for Debt Service's being insufficient to fund and/or increase the
Debt Service Reserve to the amount required by Section 11.11(a) or the
provisions of Section 11.11(b), as applicable."

         SECTION 8. Amendments to Exhibit B of the Credit Agreement.

         The Credit Agreement is hereby amended by deleting Exhibit B thereto
and substituting therefor the Notice of Borrowing attached hereto as Annex 1.

         SECTION 9. Representations and Warranties. Each of the General Partner
and each of the Borrowers severally represents and warrants, each for itself and
not otherwise, that as of the date hereof, each of the representations and
warranties set forth in Article V of the Credit Agreement is true and correct.

         SECTION 10. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions or upon waiver thereof:
(i) The General Partner and the Borrowers shall have executed this Amendment and
delivered the same to the Agent; (ii) the Agent shall have received the
Certificate of the Secretary or Assistant Secretary of the General Partner (x)
certifying the corporate resolutions authorizing execution and delivery of this
Amendment by the General Partner, together with an incumbency certificate in
respect of the officers executing this Amendment; and (y) confirming that each
of the Certificate of Incorporation of the General Partner, the MLP Partnership
Agreement, the Services Partnership Agreement and the Operating Partnership
Agreement has not been amended, modified, revoked, terminated, rescinded or
otherwise changed, except as would not be reasonably expected to have a material
adverse effect on the Borrower's ability to perform its obligations under the
Credit Agreement; and (iii) the Banks shall have received the opinion of Andrews
and Kurth, L.L.P., special counsel for the General Partner and the Borrowers, in
a form reasonably acceptable to the Banks.

         SECTION 11. Full Force and Effect. The Credit Agreement, as amended
hereby, shall continue in full force and effect. The Credit Agreement and this
Amendment, during its term, shall be read, taken, and construed as one and the
same instrument.

         SECTION 12. Counterparts. This Amendment may be signed in any number of
counterparts, and by different parties on separate counterparts, each of which
shall be construed as an original, but all of which taken together shall
constitute but one and the same instrument. This Amendment shall be effective as
of the date hereof when counterparts hereof executed by each of the parties
hereto shall have been delivered to the Agent.

         SECTION 13. Governing Law. The parties hereto agree and intend that
this Amendment shall be governed by, and construed in accordance with, the law
of the State of New York.



                                       8

<PAGE>   9



         SECTION 14. Final Agreement. This Amendment, the Credit Agreement and
the other Loan Documents represent the final agreement between the parties and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


























                                       9

<PAGE>   10




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officer or officers thereunto duly
authorized.


                                         LAKEHEAD PIPE LINE COMPANY, INC.



                                         By: /s/ STEPHEN J. WUORI
                                            -----------------------------------
                                             Name: Stephen J. Wuori
                                                  -----------------------------
                                             Title:   President
                                                   ----------------------------


                                         By: /s/ MARK A. MAKI
                                            -----------------------------------
                                             Name: Mark A. Maki
                                                  -----------------------------
                                             Title:   Chief Accountant
                                                   ----------------------------

                                         LAKEHEAD PIPE LINE PARTNERS, L.P.

                                         By: Lakehead Pipe Line Company, Inc.
                                             General Partner


                                         By: /s/ STEPHEN J. WUROI
                                            -----------------------------------
                                             Name: Stephen J. Wuori
                                                  -----------------------------
                                             Title:   President
                                                   ----------------------------


                                         By: /s/ MARK A. MAKI
                                            -----------------------------------
                                             Name: Mark A. Maki
                                                  -----------------------------
                                             Title:   Chief Accountant
                                                   ----------------------------


                                       S-1

<PAGE>   11




                                       LAKEHEAD SERVICES,
                                       LIMITED PARTNERSHIP

                                       By: Lakehead Pipe Line Partners, L.P., a
                                           Delaware Limited Partnership,
                                           its General Partner

                                       By: Lakehead Pipe Line Company, Inc.,
                                           as General Partner of Lakehead Pipe 
                                           Line Partners, L.P.



                                       By: /s/ STEPHEN J. WUORI
                                          -------------------------------------
                                           Name: Stephen J. Wuori
                                                -------------------------------
                                           Title:   President
                                                 ------------------------------


                                       By: /s/ MARK A. MAKI
                                          -------------------------------------
                                           Name: Mark A. Maki
                                                -------------------------------
                                           Title:   Chief Accountant
                                                 ------------------------------


                                       LAKEHEAD PIPE LINE COMPANY,
                                       LIMITED PARTNERSHIP

                                       By: Lakehead Pipe Line Company, Inc.,
                                           General Partner



                                       By: /s/ STEPHEN J. WUORI
                                          -------------------------------------
                                           Name: Stephen J. Wuori
                                                -------------------------------
                                           Title:   President
                                                 ------------------------------


                                       By: /s/ MARK A MAKI
                                          -------------------------------------
                                           Name: Mark A. Maki
                                                -------------------------------
                                           Title:   Chief Accountant
                                                 ------------------------------

                                       S-2

<PAGE>   12


                                       BANK OF MONTREAL, a Canadian-chartered
                                       bank in its individual capacity as a Bank
                                       and as Agent



                                       By: /s/ J. BAIDACOFF
                                          -------------------------------------
                                           Name: J. Baidacoff
                                                -------------------------------
                                           Title:     Director
                                                 ------------------------------


                                       THE TORONTO-DOMINION BANK, a Canadian
                                       chartered bank



                                       By: /s/ WARREN FINLAY
                                          -------------------------------------
                                       Name:     Warren Finlay 
                                            -----------------------------------
                                       Title:         Manager Credit
                                             ----------------------------------


                                       CANADIAN IMPERIAL BANK OF COMMERCE,
                                       a Canadian chartered bank



                                       By: /S/ MICHAEL A.G. CORKUM
                                          -------------------------------------
                                       Name:     Michael A.G. Corkum
                                            -----------------------------------
                                       Title:         Authorized Signatory
                                             ----------------------------------


                                       ABN AMRO BANK, N.V., CAYMAN ISLANDS
                                       BRANCH


                                       By: /s/ P.K. CHAN          JANE TAYLOR
                                          -------------------------------------
                                       Name:  P.K. Chan           Jane Taylor 
                                            -----------------------------------
                                       Title:  Vice President,    Assistant
                                                  Credit          Vice President
                                               --------------------------------


                                       S-3



<PAGE>   13
                                    ANNEX 1


                                   EXHIBIT B

                              NOTICE OF BORROWING

                             _______________,199__


     The undersigned _____________ (the "Borrower") hereby gives you notice
irrevocably, pursuant to Section 2.02 of that certain Amended and Restated
Revolving Credit Agreement, dated as of September 6, 1996 (as the same may be
amended or restated from time to time, the "Amended and Restated Credit
Agreement") executed by and among Lakehead Pipe Line Company, Inc., Lakehead
Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe
Line Company, Limited Partnership; the Bank of Montreal, as Agent for the
Banks; Harris Trust and Savings Bank, as Collateral Agent for the Banks; and
the Banks shown on Schedule 1.01 thereto of the Borrowing(s) specified below:

I.   PRIME RATE LOAN:

     (A)  Aggregate Principal Amount:   $___________

     (B)  Date of Borrowing:     __________,199__

     (C)  Prime Rate Loan Security:  Qualifying Securities ___OR
                                     Mortgaged Properties____

     Collateral Account Number ___________
     Trust Number __________

II.  CD RATE LOAN:

     (A)  Aggregate Principal Amount:   $__________

     (B)  Date of Borrowing:     __________,199__

     (C)  CD Rate Loan Security:  Qualifying Securities ___ OR
                                  Mortgaged Properties

     (D)  CD Rate Initial Interest Period:  ____ days(1)

____________

     (1)  Select Interest Period which is not more than 365 days, except that
          such period may be longer with the prior consent of the Banks.

                                      -1-
<PAGE>   14
     Collateral Account Number________________
     Trust Number__________________

III. LIBOR RATE LOAN:

     (A)  Aggregate Principal Amount:   $_________________

     (B)  Date of Borrowing:  __________________, 199_

     (C)  LIBOR Rate Loan Security:     Qualifying Securities____ OR
                                        Mortgaged Properties____

     (D)  LIBOR Rate Initial Interest Period: ____________ months(2)

     Collateral Account Number________________
     Trust Number____________________

IV.  The Borrowing(s) herein requested are to be received in immediately
     available funds on _________, ______________, 199_ in the following
     account:

          Bank Name:          ______________________________
          ABA Number:         ______________________________
          Account Title:      ______________________________
          Account Number:     ______________________________


     Capitalized terms used herein without definition have the meanings
assigned to them in the Amended and Restated Credit Agreement.



                                        _____________________________________

                                        By: _________________________________
                                        Name: _______________________________
                                        Title: ______________________________



                                        By: _________________________________
                                        Name: _______________________________
                                        Title: ______________________________


_______________

       (2)     Select Interest Period which is not more than 12 months, except
               that such period may be longer with the prior consent of the 
               Banks.



                                      -2-
<PAGE>   15


CONFIRMATION OF RECEIPT BY AGENT [FAX TO: (403) 231-4848] BANK OF MONTREAL


BY:                                     DATE:
   -------------------------------            ----------------------------
              (signed)











                                      -3-