SC 13D/A

 
 
 
SCHEDULE 13D 
 
Amendment No. 7 
America West Airlines Incorporated 
Class B Common Stock, $0.01 par value per share 
Warrants to Purchase Class B Common Stock 
023650203 & 023650112 
Date of Event:  April 9, 1996 
Filing Fee: No 
 
 
Cusip # 23650203 & 023650112 
Item 1:	Reporting Person - FMR Corp. - (Tax ID:  04-2507163) 
Item 2:	See Item #5 
Item 4:	PF, but see Item #3 
Item 6:	Commonwealth of Massachusetts 
Item 7:	1,786,638 shares of Class B Common Stock (including  
518,893 shares issuable upon exercise of Warrants) 
Item 8:	None 
Item 9:	5,251,638 shares of Class B Common Stock (including  
518,893 shares issuable upon exercise of Warrants) 
Item 10:	None 
Item 11:	5,251,638 shares of Class B Common Stock (including  
518,893 shares issuable upon exercise of Warrants) 
Item 13:	11.45% 
Item 14:	HC 
 
 
Item 1.	Security and Issuer. 
 
	The securities to which this statement relates are the Class  
B common stock, $0.01 par value per share (the "Class B Common  
Stock"), of America West Airlines Incorporated, a Delaware  
corporation (the "Company"), and the Company's warrants to  
purchase shares of Class B Common Stock (the "Warrants", together  
with the Class B Common Stock, the "Shares").  The principal  
executive offices of the Company are located at 4000 West Sky  
Harbor Boulevard, Phoenix, AZ 85034. 
 
Item 2.	Identity and Background. 
 
	Item 2 is amended as follows: 
 
	This statement is being filed by FMR Corp., a Massachusetts  
Corporation ("FMR").  FMR is a holding company one of whose  
principal assets is the capital stock of a wholly-owned  
subsidiary, Fidelity Management & Research Company ("Fidelity"),  
which is also a Massachusetts corporation.  Fidelity is an  
investment advisor which is registered under Section 203 of the  
Investment Advisors Act of 1940 and which provides investment  
advisory services to more than 30 investment companies which are  
registered under Section 8 of the Investment Company Act of 1940  
and serves as investment advisor to certain other funds which are  
generally offered to limited groups of investors (the "Fidelity  
Funds").  Fidelity Management Trust Company ("FMTC"), a wholly- 
owned subsidiary of FMR Corp. and a bank as defined in Section  
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee  
or managing agent for various private investment accounts,  
primarily employee benefit plans and serves as investment advisor  
to certain other funds which are generally offered to limited  
groups of investors (the "Accounts").  Various directly or  
indirectly held subsidiaries of FMR are also engaged in  
investment management, venture capital asset management,  
securities brokerage, transfer and shareholder servicing and real  
estate development.  The principal offices of FMR, Fidelity, and  
FMTC are located at 82 Devonshire Street, Boston, Massachusetts  
02109. 
 
	Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock representing  
approximately 49% of the voting power of FMR.  Mr. Johnson 3d  
owns 12.0% and Abigail Johnson owns 24.5% of the aggregate  
outstanding voting stock of FMR, and Mr. Johnson 3d is Chairman  
of FMR.  The Johnson family group and all other Class B  
shareholders have entered into a shareholders' voting agreement  
under which all Class B shares will be voted in accordance with  
the majority vote of Class B shares.  Accordingly, through their  
ownership of voting common stock and the execution of the  
shareholders' voting agreement, members of the Johnson family may  
be deemed, under the Investment Company Act of 1940, to form a  
controlling group with respect to FMR.  The business address and  
principal occupation of Mr. Johnson 3d is set forth in Schedule A  
hereto. 
 
	The Shares to which this statement relates are owned  
directly by sixteen of the Fidelity Funds, and thirteen of the  
Accounts. 
 
	Belmont Capital Partners II, L.P. ("BelmontII") a Delaware  
limited partnership and one of the Accounts, directly owns  
335,867 shares of the Class B Common Stock and 499,521 Warrants.   
Assuming exercise of all of the Warrants held by Belmont II,  
Belmont II would hold shares of Class B Common Stock representing  
approximately 1.82% of the issued and outstanding shares of Class  
B Common Stock.  The Warrants held by Belmont II represent  
approximately 4.76% of the outstanding Warrants.  Belmont II is  
managed by a corporate general partner which is a wholly-owned  
subsidiary of FMR. 
 
	The name, residence or business address, principal  
occupation or employment and citizenship of each of the executive  
officers and directors of FMR are set forth in Schedule A hereto. 
 
	Within the past five years, none of the persons named in  
this Item 2 or listed on Schedule A has been convicted in any  
criminal proceeding (excluding traffic violations or similar  
misdemeanors) or has been a party to any civil proceeding and as  
a result thereof was or is subject to any judgment, decree or  
final order enjoining future violations of, or prohibiting or  
mandating activities subject to federal or state securities laws  
or finding any violations with respect to such laws. 
 
Item 3.	Source and Amount of Funds or Other Consideration. 
 
	Item 3 is amended as follows: 
 
	The Fidelity Funds received 2,511,462 shares of Class B  
Common Stock and 100,116 Warrants pursuant to the Company's Plan  
of Reorganization filed under Chapter 11 of the United States  
Bankruptcy Code (the "Plan").  Of these, 58,729 of the shares of  
Class B Common Stock were received in exchange for certain claims  
held against the Company prior to its reorganization ("Old AWA")  
(such number includes 5,097 Shares distributed as an adjustment  
under the Plan; such number may be subject to further adjustment  
under the Plan); 2,452,733 shares of Class B Common Stock and  
100,116 Warrants were purchased for $20,818,652.  Such cash  
purchases were made pursuant to a Subscription Agreement dated  
June 28, 1994, as amended August 23, 1994, (the "Subscription  
Agreement") which has been previously filed as an exhibit. 
 
	The Fidelity Funds have purchased and sold Shares since  
receipt of the above described Shares.  The attached Schedule B  
sets forth Shares purchased and/or sold since February 16, 1996.   
Except for Shares purchased on margin pursuant to typical  
customer margin agreements, the Fidelity Funds used their own  
assets in making such purchases and no part of the purchase price  
is represented by borrowed funds.   
 
	The Accounts received 1,699,896 shares of Class B Common  
Stock and 556,651 Warrants pursuant to the Plan.  Of these,  
280,632 shares of Class B Common Stock were received in exchange  
for certain claims held against Old AWA (such number includes  
24,356 shares distributed as an adjustment under the Plan; such  
number may be subject to further adjustment under the Plan);  
601,686 shares of Class B Common Stock and 523,279 Warrants were  
received in exchange for common stock of Old AWA and preferred  
stock of Old AWA and $3,418,704 cash; 817,578 shares of Class B  
Common Stock and 33,372 Warrants were purchased for $6,939,552.   
The purchase of the 817,578 shares of Class B Common Stock and  
33,372 Warrants were made by Belmont Fund, L.P. ("Belmont I"), a  
Bermuda limited partnership and one of the Accounts, pursuant to  
the Subscription Agreement.  In addition, Belmont I used funds  
borrowed under a Credit Agreement (the "Credit Agreement") to  
purchase Shares.  A copy of the Credit Agreement is filed as an  
exhibit hereto and is hereby incorporated by reference. 
 
	The Accounts have purchased and/or sold Shares since the  
receipt of the above described Shares.  The attached Schedule B  
sets forth Shares purchased and/or sold since February 16, 1996.   
Except for Shares purchased on margin pursuant to typical  
customer margin agreements, the Accounts used their own assets in  
making such purchases and no part of the purchase price is  
represented by borrowed funds. 
 
	On March 1, 1996, the Shares beneficially owned by the  
Fidelity Funds and the Accounts decreased by 202,500 Shares as a  
result of the event described in Item 5(c) below. 
 
Item 4.	Purpose of Transaction. 
 
	Item 4 is amended as follows: 
 
	As described in Item 3, certain of the Shares were acquired  
by the Fidelity Funds and Accounts through the exchange of equity  
securities of, and claims against, Old AWA.  Other Shares were  
purchased by the Fidelity Funds and Accounts in pursuit of  
specified investment objectives established by the Board of  
Trustees of the Fidelity Funds and by the investors in the  
Accounts.  The Fidelity Funds and Accounts hold the Shares for  
investment purposes. 
 
	Fidelity and FMTC, respectively, may continue to have the  
Fidelity Funds and the Accounts purchase Shares subject to a  
number of factors, including, among others, the availability of  
Shares for sale at what they consider to be reasonable prices and  
other investment opportunities that may be available to the  
Fidelity Funds and Accounts. 
 
	Fidelity and FMTC, respectively, intend to review  
continuously the equity position of the Fidelity Funds and  
Accounts in the Company.  Depending upon future evaluations of  
the business prospects of the Company and upon other  
developments, including, but not limited to, general economic and  
business conditions and money market and stock market conditions,  
Fidelity may increase or decrease the equity interest in the  
Company by acquiring additional Shares or by disposing of all or  
a portion of the Shares. 
 
	Neither Fidelity nor FMTC has any present plan or proposal  
which relates to or would result in (i) an extraordinary  
corporate transaction, such as a merger, reorganization,  
liquidation, or sale of transfer of a material amount of assets  
involving the Company or any of its subsidiaries, (ii) any change  
in the Company's present Board of Directors or management, (iii)  
any material changes in the Company's present capitalization or  
dividend policy or any other material change in the Company's  
business or corporate structure, (iv) any change in the Company's  
charter or by-laws, or (v) the Company's common stock becoming  
eligible for termination of its registration pursuant to Section  
12(g)(4) of the 1934 Act. 
 
Item 5.	Interest in Securities of Issuer. 
 
	Item 5 is amended as follows: 
 
	Although Item 5 assumes that FMR, Fidelity, and FMTC,   
beneficially own all 5,251,638 Shares, reference is made to Item  
2 for a disclaimer of beneficial ownership with respect to the  
securities which are "beneficially owned" by the other  
corporations. 
 
	(a)	FMR beneficially owns, through Fidelity, as investment  
advisor to the Fidelity Funds, 3,465,000 Shares, or approximately  
7.56% of the outstanding Shares of the Company, and through FMTC,  
the managing agent for the Accounts, 1,786,638 Shares, or  
approximately 3.83% of the outstanding Shares of the Company.   
The number of Shares held by the Fidelity Funds and the Accounts  
includes 518,893 Shares of common stock resulting from the  
assumed conversion of 518,893 principal amount of the Warrants (1  
share of common stock for each Warrant).   At the date hereof,  
Belmont II directly owns 335,867 shares of the Class B Common  
Stock and 499,521 Warrants.  Assuming exercise of all of the  
Warrants held by Belmont II, Belmont II would beneficially own  
835,388 shares of the Class B Common Stock, representing  
approximately 1.82% of the issued and outstanding shares of Class  
B Common Stock.  The Warrants beneficially owned by Belmont II  
represent approximately 4.76% of the outstanding Warrants.   
Neither FMR, Fidelity, FMTC, Edward C. Johnson 3d, nor any of its  
affiliates nor, to the best knowledge of FMR, any of the persons  
name in Schedule A hereto, beneficially owns any other Shares.   
The combined holdings of FMR, Fidelity, and FMTC, are 5,251,638  
Shares, or approximately 11.45% of the outstanding Shares of the  
Company. 
 
	(b)	FMR, through its control of Fidelity, investment  
advisor to the Fidelity Funds, and the Fidelity Funds each has  
sole power to dispose of the Shares.  Neither FMR nor Mr. Johnson  
has the sole power to vote or direct the voting of the 3,465,000  
Shares owned directly by certain Fidelity Funds, which power  
resides with the Funds' Boards of Trustees.  Fidelity carries out  
the voting of the Shares under written guidelines established by  
the Funds' Board of Trustees.   FMR, through its control of FMTC,  
investment manager to the Accounts, and the Accounts each has  
sole dispositive power over 1,697,838 Shares and sole power to  
vote or to direct the voting of 1,786,638 Shares, and no power to  
vote or to direct the voting of 88,800 Shares owned by the  
Accounts.    
 
	(c)	On March 1, 1996, the reporting person's beneficial  
ownership of Shares decrease by 202,500 Shares as a result of (I)  
the termination of the reporting person's interest in one Account  
and a Fidelity Fund (a private investment partnership) and (ii)  
the termination of investment management agreements FMTC and  
Fidelity had with such Account and Fidelity Fund, respectively. 
 
	(d)	Except as set forth in Schedule B, neither FMR, or any  
of its affiliates, nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto has effected any transaction  
in Shares during the past sixty (60) days. 
 
Item 6.	Contract, Arrangements, Understandings or Relationships  
With Respect to Securities of the Issuer. 
 
	DDJ Capital Management, LLC or an affiliate of such Company  
("DDJ"), provides investment advisory consulting services for  
FMTC's use in connection with FMTC's investment management of two  
Accounts.  DDJ is not a direct or indirect subsidiary or  
affiliate of FMR Corp. or FMTC; DDJ has no shared or sole voting  
or dispositive power or any other investment discretion with  
respect to such securities or any other securities owned by  
Accounts managed by FMTC. 
 
	Other than the margin agreements and the Credit Agreement  
described in Item 3 above and except as may otherwise be  
described herein, neither FMR nor any of its affiliates nor, to  
the best knowledge of FMR, any of the persons named in Schedule A  
hereto has any joint venture, finder's fee, or other contract or  
arrangement with any person with respect to any securities of the  
Company. 
 
	As contemplated by the Plan, the Company, Belmont I, Belmont  
II and Copernicus, and certain other securityholders of the  
Company are parties to a Registration Rights Agreement dated  
August 25, 1994 obligating the Company to register under the  
Securities Act of 1933, as amended, certain of the Shares. 
 
	The Fidelity Funds and Accounts may from time to time own  
debt securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell such  
debt securities. $45,731,000 principal amount of the Company's 10  
3/4% Senior Unsecured Notes due 2005 (the"Notes") beneficially  
owned by Copernicus are subject to a Master Repurchase Agreement  
(the "Repurchase Agreement") with Lehman Government Securities  
Inc. ("LGSI") pursuant to which the Notes purchased by Copernicus  
(the "Repurchase Notes") were sold to LGSI.  The Repurchase  
Agreement is terminable upon demand by either party.  During the  
term of the Repurchase Agreement, Copernicus is entitled to all  
interest or other payments with respect to the Repurchase Notes.   
Upon termination, Copernicus will be required to repurchase, and  
LGSI will be obligated to sell, the Repurchase Notes. 
 
	The Funds and Accounts may from time to time own debt  
securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell such  
debt securitites. 
 
Item 7.	Material to be Filed as Exhibits. 
 
Exhibit 1 - Credit Agreement 
 
	This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof. 
 
Signature 
 
	After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this  
statement is true, complete and correct. 
 
						FMR Corp. 
 
 
 
DATE:	April 17, 1996	By: 
	________________________	 
	Arthur S. Loring 
	Vice President 
 
 
 
 
SCHEDULE A 
 
	The name and present principal occupation or employment of  
each executive officer and director of FMR Corp. are set forth  
below.  The business address of each person is 82 Devonshire  
Street, Boston, Massachusetts 02109, and the address of the  
corporation or organization in which such employment is conducted  
is the same as his business address.  All of the persons listed  
below are U.S. citizens. 
 
POSITION WITH 
									PRINCIPAL 
NAME	FMR CORP.	OCCUPATION 
 
Edward C. Johnson 3d	President, 
	Chairman of the 
Director, CEO	Board and CEO, FMR 
Chairman & 
Mng. Director 
 
J. Gary Burkhead	Director	President-Fidelity 
 
Caleb Loring, Jr.	Director,	Director, FMR 
	Mng. Director 
 
James C. Curvey	Director, 	Sr. V.P., FMR 
	Sr. V.P. 
 
William L. Byrnes	Vice Chairman	Vice Chairman, FIL 
Director & Mng. 
Director 
 
Abigail P. Johnson	Director	Portfolio Mgr -  
Fidelity 
		Management &  
Research 
		Company 
 
Robert C. Pozen	Sr. V.P. & Gen'l	Sr. V.P. & Gen'l 
	Counsel	Counsel, FMR 
 
David C. Weinstein	Sr. Vice President	Sr. Vice President 
	Administration	Administration 
 
Gerald M. Lieberman	Sr. Vice Pres., Chief	Sr. Vice Pres.,  
Chief 
Financial Officer	Financial Officer 
	 
 
 
 
SCHEDULE B 
 
 
America West Airlines Incorporated 
 
 Six Fidelity Fund(s) purchased Shares of common stock since  
February 16, 1996 at the dates and at the prices set forth below.   
The transactions were made for cash in open market transactions  
or with other investment companies with the same or an affiliated  
investment advisor. 
 
	DATE	SHARES	PRICE 
 
	02-20-96	5,000	$19.63 
	02-23-96	25,000	20.66 
	02-26-96	20,000	20.34 
	02-28-96	1,000	21.25 
	03-04-96	53,400	21.25 
	03-05-96	27,200	21.24 
	03-07-96	1,000	20.75 
	03-11-96	15,000	20.45 
	03-12-96	36,400	20.34 
	03-13-96	201,500	21.77 
	03-14-96	5,000	21.88 
	03-15-96	1,000	21.50 
	03-18-96	75,000	21.39 
	03-20-96	34,200	21.70 
	03-21-96	200	21.38 
	03-25-96	50,000	21.31 
	04-04-96	182,600	22.71 
	04-08-96	210,800	22.46 
	04-09-96	121,600	23.21 
 
 
 
 
 
SCHEDULE B 
 
 
America West Airlines Incorporated 
 
Two Fidelity Fund(s) sold Shares of common stock since February  
16, 1996 at the dates and at the prices set forth below.  The  
transactions were made for cash in open market transactions or  
with other investment companies with the same or an affiliated  
investment advisor. 
 
	DATE	SHARES	PRICE 
 
	03-06-96	15,400	$21.00 
	03-14-96	37,100	21.96 
 
 
 
 
SCHEDULE B 
 
 
America West Airlines Incorporated 
 
One Account(s) sold Shares of common stock since February 16,  
1996, at the dates and at the prices set forth below.  The  
transactions were made for cash in open market transactions or  
with other investment companies with the same or an affiliated  
investment advisor. 
 
	DATE	SHARES	PRICE 
 
	02-22-96	120,920	$20.59 
	03-06-96	36,700	21.00 
	03-13-96	50,000	21.78 
	04-04-96	25,000	22.85 
 
 
 
 
 
SCHEDULE B 
 
 
America West Airlines Incorporated 
 
One Account(s) sold Shares of warrants since February 16, 1996,  
at the dates and at the prices set forth below.  The transactions  
were made for cash in open market transactions or with other  
investment companies with the same or an affiliated investment  
advisor. 
 
	DATE	SHARES	PRICE 
 
	02-22-96	25,000	$10.02 
 

EX-10

 
 
AMENDED AND RESTATED CREDIT AGREEMENT 
 
 
	AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 11,  
1994, by and among BELMONT FUND, L.P. (the "Borrower"), a Bermuda  
limited partnership with an office at Belmont Fund, L.P., c/o  
Fidelity Management Trust Company F7E, 82 Devonshire Street,  
Boston, Massachusetts 02109, the Banks listed on the signature  
pages hereof and each additional bank that may become a party  
hereto pursuant to Section 11 hereof (each a "Bank" and  
collectively, the "Banks") and [                  ], a national  
banking association with its head office at [                ],  
as agent for the Banks (in such capacity, the "Agent"). 
 
	WHEREAS, the Borrower is authorized to borrow money to  
leverage its investment portfolio, and desires to enter into this  
Agreement on the terms set forth below so that it may borrow  
funds from the Banks from time to time for such purpose; and 
 
	WHEREAS, the Agent and the Borrower entered into a certain  
Credit Agreement dated as of June 30, 1993, as amended (as so  
amended, the "Prior Agreement"), providing for a revolving credit  
facility in the original principal amount of $40,000,000; and 
 
	WHEREAS, pursuant to Assignment, Assumption and Agency  
Agreements each dated October 8, 1993 (each an "Assignment  
Agreement"), each of [               ] became parties to the  
Prior Agreement; and 
 
	WHEREAS, the Banks under the Prior Agreement wish to amend  
and restate the Prior Agreement to incorporate the amendments  
thereto prior to the date hereof, make certain conforming changes  
and increase the amount of the credit facility thereunder; and 
 
	WHEREAS, the Banks are willing to advance funds to the  
Borrower from time to time on the terms and subject to the  
conditions set forth below; 
 
	NOW, THEREFORE, in consideration of the mutual promises and  
agreements of the parties set forth herein, the parties hereto  
amend and restate the Prior Agreement, and supersede any  
conflicting or duplicative terms of the Assignment Agreements, as  
follows: 
 
	Section 1.  DEFINITIONS; INTERPRETATION. 
 
	Section 1.1.  Definitions.  As used herein, the following  
terms shall have meanings assigned to them below: 
 
	Adjusted Eurodollar Rate.  Applicable to any Interest  
Period, shall mean a rate per annum determined pursuant to the  
following formula: 
 
			          AER =  [    IOR    ]* 
			                 [ 1.00 - RP ] 
 
			          AER = Adjusted Eurodollar Rate 
			          IOR = Interbank Offered Rate 
			          RP  = Reserve Percentage 
 
	*The amount in brackets shall be rounded upwards,  
if necessary, to the next higher 1/100 of l%. 
 
Where: 
 
	"Interbank Offered Rate" applicable to any  
Eurodollar Loan for any Interest Period means the rate  
of interest determined by the Agent to be the  
prevailing rate per annum at which deposits in U.S.  
dollars are offered to the Agent by first-class banks  
in the interbank Eurodollar market in which it  
regularly participates on or about 10:00 a.m. (Boston,  
Massachusetts time) two Business Days before the first  
day of such Interest Period in an amount approximately  
equal to the principal amount of the Agent's portion of  
the Eurodollar Loan to which such Interest Period is to  
apply for a period of time approximately equal to such  
Interest Period. 
 
	"Reserve Percentage" applicable to any Interest  
Period means the rate (expressed as a decimal), if any,  
applicable to member banks of the Federal Reserve  
System during such Interest Period under regulations  
issued from time to time by the Board of Governors of  
the Federal Reserve System for determining the maximum  
reserve requirement (including, without limitation, any  
basic, supplemental, emergency or marginal reserve  
requirement) of the Agent with respect to "Eurocurrency  
liabilities" as that term is defined under such  
regulations. 
 
The Adjusted Eurodollar Rate shall be adjusted automatically as  
of the effective date of any change in the Reserve Percentage. 
 
	Agent.  As defined in the preamble hereof and includes any  
successors appointed pursuant to Section 14.8 hereof. 
 
	Agreement.  This Amended and Restated Credit Agreement as  
originally executed, or if amended or supplemented from time to  
time, as so amended or supplemented.  References to the Agreement  
shall mean and include references to each of the Exhibits and  
Schedules hereto. 
 
	Bank.  As defined in the preamble hereof. 
 
	Base Rate.  The greater of (i) the annual rate of interest  
announced from time to time by the Agent at its Head Office as  
its "Base Rate", and (ii) the Federal Funds Effective Rate plus  
1/2 of 1% per annum (rounded upwards, if necessary, to the next  
1/8 of 1%). 
 
	Base Rate Loan.  A Loan that bears interest at the Base  
Rate. 
 
	Borrower.  As defined in the preamble hereof. 
 
	Borrowing Date.  The date on which any Loan is made or is to  
be made hereunder. 
 
	Business Day.  (i) For all purposes other than as covered by  
clause (ii) below, any day other than a Saturday, Sunday or legal  
holiday on which banks in Boston, Massachusetts or New York, New  
York are open for the conduct of a substantial part of their  
commercial banking business; and (ii) with respect to all notices  
and determinations in connection with, and payments of principal  
and interest on, Eurodollar Loans, any day that is a Business Day  
described in clause (i) and that is also a day for trading by and  
between banks in U.S. Dollar deposits in the interbank Eurodollar  
market. 
 
	Collateral Agency Agreement.  The Collateral Agency  
Agreement, substantially in the form of Exhibit C hereto, among  
the Borrower, the Agent and the Custodian, to be delivered to the  
Agent for the benefit of the Banks with respect to the Pledged  
Securities after any demand therefor, as contemplated in Section  
2.14 hereof. 
 
	Commitment Amount.  The maximum amount of each Bank's  
commitment to make Loans to the Borrower, as set forth next to  
the name of each Bank on the signature pages hereof (as adjusted  
from time to time pursuant to Section 11 hereof).  The aggregate  
amount of all Banks' Commitment Amounts initially shall be  
$60,000,000, as the same may be reduced from time to time  
pursuant to Section 2.2 hereof or terminated pursuant to Section  
2.2 or Section 6.1 hereof. 
 
	Commitment Expiry Date.  As defined in Section 2.4(e)  
hereof. 
 
	Custodian.  Brown Brothers Harriman & Co. or such other  
entity that acts as the Borrower's custodian of the Borrower's  
portfolio of securities. 
 
	Default.  As defined in Section 6.1 hereof. 
 
	Eligible Assets.  As of any date of determination, all  
assets then owned by the Borrower not constituting Margin Stock,  
other than puts, calls and combinations thereof. 
 
	Eurodollar Loans.  Loans bearing interest at a rate  
determined with reference to the Adjusted Eurodollar Rate. 
 
	Event of Default.  As defined in Section 6.1 hereof. 
 
	Federal Funds Effective Rate.  For any day, a fluctuating  
interest rate per annum equal to the weighted average of the  
rates on overnight Federal funds transactions with members of the  
Federal Reserve System arranged by Federal funds brokers, as  
published for such day (or, if such day is not a Business Day,  
for the next preceding Business Day) by the Federal Reserve Bank  
of New York, or, if such rate is not so published for any day  
that is a Business Day, the average of the quotations for such  
day on such transactions received by the Agent from three Federal  
funds brokers of recognized standing selected by the Agent. 
 
	General Partner.  Each of Fidelity International Services  
Limited, a corporation organized under the laws of Bermuda; 
[          ] and Fidelity Investments Capital Funding Corp., a  
corporation organized under the laws of The Commonwealth of  
Massachusetts, in each such company's capacity as general partner  
of the Borrower. 
 
	Head Office.  The head office of the Agent, which at present  
is located at [               ]. 
 
	Indebtedness.  All obligations, contingent and otherwise,  
that in accordance with generally accepted accounting principles  
should be classified upon the Borrower's balance sheet as  
indebtedness, or to which reference should be made by footnotes  
thereto, including, without limitation, in any event and whether  
or not so classified: (i) all debt for money borrowed and similar  
extensions of credit, whether direct or indirect; (ii) all  
liabilities secured by any mortgage, pledge, security interest,  
lien, charge, or other encumbrance existing on property owned or  
acquired subject thereto, whether or not the liability secured  
thereby shall have been assumed; and (iii) all guaranties,  
endorsements and other contingent obligations, whether direct or  
indirect, in respect of Indebtedness of others, including any  
obligation to supply funds to or in any manner to invest in,  
directly, or indirectly, the debtor, to purchase Indebtedness, or  
to assure the owner of Indebtedness against loss, through an  
agreement to purchase goods, supplies, or services for the  
purpose of enabling the debtor to make payment of the  
Indebtedness held by such owner or otherwise, and the obligations  
to reimburse the issuer of any letters of credit; but excluding  
in any event obligations of the Borrower with respect to unfunded  
liabilities on open commitments to purchase loans and loan  
participations. 
 
	Interest Period.  With respect to each Eurodollar Loan, the  
period commencing on the date of the making of such Eurodollar  
Loan and ending one, two, three or six months (or such other  
period as all Banks may agree to provide in their sole  
discretion) thereafter, as the Borrower may elect in the  
applicable Loan Request delivered pursuant to Section 2.2(a);  
provided that: 
 
	(i)  any Interest Period (other than an Interest Period  
determined pursuant to clause (iii) below) that would  
otherwise end on a day that is not a Business Day shall be  
extended to the next succeeding Business Day unless such  
Business Day falls in the next calendar month, in which case  
such Interest Period shall end on the immediately preceding  
Business Day; 
 
	(ii)  any Interest Period that begins on the last  
Business Day of a calendar month (or on a day for which  
there is no numerically corresponding day in the calendar  
month at the end of such Interest Period) shall, subject to  
clause (iii) below, end on the last Business Day of a  
calendar month; and 
 
	(iii)  any Interest Period that would otherwise end  
after the Commitment Expiry Date shall end on the Commitment  
Expiry Date. 
 
	Loan or Loans.  Singly, any of, and collectively, all of,  
the loans made or to be made to the Borrower as contemplated by  
this Agreement. 
 
	Loan Account.  As defined in Section 2.3 hereof. 
 
	Loan Documents.  This Agreement, the Pledge Agreement, the  
Collateral Agency Agreement, and all instruments, agreements and  
documents required to be executed and/or delivered by the  
Borrower in connection with the transactions contemplated hereby  
or thereby. 
 
	Loan Request.  As defined in Section 2.2 hereof. 
 
	Management Agreement.  The Management Agreement dated  
May 15, 1989 between the Borrower and Fidelity Management Trust  
Company, as amended from time to time. 
 
	M Portion.  As defined in the introductory paragraph to  
Section 2 hereof. 
 
	Margin Stock.  As defined in Regulation U. 
 
	Maximum Amount.  With respect to the Borrower, and on any  
date of determination, an amount equal to the least of (i)  
$60,000,000, or (ii) 25% of the value of the Borrower's total  
assets at such time, or (iii) the maximum amount the Borrower is  
permitted to borrow hereunder at such time under: 
 
	(a)	applicable federal or state laws, statutes and  
regulations; 
 
	(b)	agreements (whether or not having the force of  
law) by the Borrower with federal, state, local or foreign  
governmental agencies, authorities or regulators, as more  
particularly described in Part 1 of Schedule I hereto, as  
amended and in effect from time to time; or 
 
	(c)	limitations on borrowing adopted by the Borrower  
and described in the Partnership Agreement or elsewhere, as  
more particularly described in Part 2 of Schedule I hereto,  
as amended and in effect from time to time. 
 
	NM Portion.  As defined in the introductory paragraph to  
Section 2 hereof. 
 
	Obligations.  Any and all obligations of the Borrower to the  
Banks hereunder of every kind and description, direct or  
indirect, absolute or contingent, primary or secondary, due or to  
become due, now existing or hereafter arising, regardless of how  
they arise or by what agreement or instrument, if any, and  
including obligations to perform acts and refrain from taking  
action as well as obligations to pay money. 
 
	Partnership Agreement.  The Limited Partnership Agreement  
dated May 15, 1989, of the Borrower, as amended from time to  
time. 
 
	Pledge Agreement.  The Pledge Agreement, substantially in  
the form of Exhibit B hereto, executed by the Borrower in favor  
of the Agent on behalf of the Banks and to be delivered to the  
Agent with respect to the Pledged Securities after any demand  
therefor, as contemplated in Section 2.14 hereof. 
 
	Pledged Securities.  The stock or other portfolio securities  
pledged to the Agent, for the benefit of the Banks, pursuant to  
the Pledge Agreement and Section 2.14 of this Agreement. 
 
	Regulation U.  Regulation U promulgated by the Board of  
Governors of the Federal Reserve System, as in effect from time  
to time. 
 
	Regulation X.  Regulation X promulgated by the Board of  
Governors of the Federal Reserve System, as in effect from time  
to time. 
 
	Required Banks.  Banks holding 66-2/3% of the aggregate of  
all Banks' Commitment Amounts or, if the Commitment Amounts have  
been reduced to zero, Banks holding 66-2/3% of the outstanding  
Loans hereunder. 
 
	Revolving Loan or Loans.  Singly, any of, and collectively,  
all of, the revolving loans made to the Borrower as contemplated  
by Section 2.1(a). 
 
	Term Loans.  The Term Loans made to the Borrower as  
contemplated by Section 2.1(b). 
 
	Section 1.2.  Interpretation.  All terms of an accounting  
character not specifically defined herein shall have the meanings  
assigned thereto by generally accepted accounting principles in  
the United States of America, unless the context otherwise  
requires.  All terms not specifically defined herein which are  
defined in the Uniform Commercial Code as in effect in The  
Commonwealth of Massachusetts shall have the same meanings herein  
as therein.  Each reference herein to a particular person or  
entity shall include a reference to the successors and permitted  
assigns of such person or entity.  The words "herein", "hereof",  
"hereunder", and words of like import shall refer to this  
Agreement as a whole and not to any particular Section or  
subdivision of this Agreement. 
 
	Section 2.  CREDIT FACILITY.  There is hereby established  
for the Borrower a revolving credit facility described in Section  
2.1 and a term loan facility described in Section 2.2.  Each such  
facility shall be divided into two separate portions, referred to  
respectively as the "M Portion" and the "NM Portion".  The M  
Portion of the Loans shall be "indirectly secured", within the  
meaning of Regulation U, first by the Margin Stock in the  
Borrower's portfolio, and second, after the NM Portion of the  
Loans are paid in full, by Eligible Assets.  The NM Portion of  
the Loans shall be "indirectly secured", within the meaning of  
Regulation U, first, by Eligible Assets, and second, after the M  
Portion of the Loans are paid in full, by the Margin Stock in the  
Borrower's portfolio. 
 
	Section 2.1.  Commitment to Lend.  (a) Subject to the terms  
and conditions set forth in this Agreement, each Bank severally  
agrees to make revolving loans (collectively as to all Banks, the  
"Revolving Loans") to the Borrower from time to time on any  
Business Day during the period from the date hereof to (but not  
including) the Commitment Expiry Date, as may be requested by the  
Borrower.  Each Revolving Loan made by the Banks shall be in the  
principal amount stated in the applicable Loan Request, shall be  
in a minimum principal amount of at least $1,000,000 and an  
integral multiple of $100,000, and shall be allocated among the  
Banks ratably in proportion to their respective Commitment  
Amounts, provided that (i) at no time shall the aggregate  
outstanding principal amount of all Revolving Loans made by any  
Bank exceed such Bank's Commitment Amount; (ii) at the time of  
such Revolving Loan, and after giving effect thereto, the M  
Portion of all outstanding Revolving Loans shall not exceed 50%  
of the current market value of the securities constituting Margin  
Stock in the Borrower's investment portfolio, as set forth on the  
schedule of portfolio securities delivered by the Borrower with  
the applicable Loan Request; (iii) at the time of such Revolving  
Loan, and after giving effect thereto, the NM Portion of all  
outstanding Revolving Loans shall not exceed 50% of the current  
market value of Eligible Assets, as set forth on the schedule of  
portfolio securities delivered by the Borrower with the  
applicable Loan Request; and (iv) at no time shall the aggregate  
outstanding principal amount of all Revolving Loans made by all  
Banks exceed the Maximum Amount.  Within the limits of the  
provisions of this Section 2.1, the Borrower may borrow, repay  
pursuant to Section 2.9 or prepay pursuant to Section 2.10(a) and  
reborrow under this Section 2.1(a) from time to time until the  
Commitment Expiry Date. 
 
	(b)	Subject to the terms hereof, each Bank will lend to the  
Borrower, on the Commitment Expiry Date, a term loan  
(collectively as to all Banks, the "Term Loans") that shall not  
exceed, in the aggregate principal amount, the lesser of (i) such  
Bank's Commitment Amount and (ii) the aggregate principal amount  
of Revolving Loans made by such Bank then outstanding (it being  
understood that the proceeds of such Loans will be applied to the  
repayment in full of all such outstanding Revolving Loans);  
provided that (i) at the time of such Term Loan, and after giving  
effect thereto, the M Portion of all outstanding Term Loans shall  
not exceed 50% of the current market value of the securities  
constituting Margin Stock in the Borrower's investment portfolio,  
as set forth on the schedule of portfolio securities delivered by  
the Borrower with the applicable Loan Request; (ii) at the time  
of such Term Loan, and after giving effect thereto, the NM  
Portion of all outstanding Term Loans shall not exceed 50% of the  
current market value of Eligible Assets, as set forth on the  
schedule of portfolio securities delivered by the Borrower with  
the applicable Loan Request; and (iii) at no time shall the  
aggregate outstanding principal amount of all Term Loans made by  
all Banks exceed the Maximum Amount.  The Term Loans shall be  
payable in eight equal consecutive quarterly installments on the  
last day of each calendar quarter, commencing on the first of  
such dates to occur after the Commitment Expiry Date. 
 
	(c)	Provided that no Default shall have occurred and be  
continuing, the Borrower may convert all or any part (in integral  
multiples of $1,000,000) pro rata among the Banks of any  
outstanding Loan into a Loan of any other type provided for in  
this Agreement in the same aggregate principal amount, on any  
Business Day (which, in the case of a conversion of a Eurodollar  
Loan, shall be the last day of the Interest Period applicable to  
such Eurodollar Loan).  The Borrower shall give the Agent prior  
notice of each such conversion (which notice shall be effective  
upon receipt) in accordance with Section 2.2. 
 
	Section 2.2.  Notice and Manner of Borrowing.  All Revolving  
Loans shall be requested and funded in accordance with the  
procedures set forth below: 
 
	(a)	Loan Requests.  Each request by the Borrower for the  
making, conversion or continuation of a Loan hereunder shall be  
made by telephonic notice to the Agent (a "Loan Request") prior  
to 11:30 a.m., Boston time, on the Borrowing Date, in the case of  
Base Rate Loans, and two days prior to the Borrowing Date, in the  
case of Eurodollar Loans.  Each Loan Request shall be irrevocable  
and shall state (i) the principal amount of the requested Loan,  
(ii) the portion of such Loan that the Borrower designates as  
being borrowed under the M Portion of the facility; (iii) the  
portion of such Loan that the Borrower designates as being  
borrowed under the NM Portion of the facility; (iv) the interest  
rate to be applicable thereto, and, in the case of Eurodollar  
Loans, (v) the Interest Period requested for such Loan (subject  
to the definition of Interest Period).  Each Loan Request shall  
also state the maximum amount the Borrower is then permitted to  
borrow hereunder, determined in accordance with Section 2.1 and  
the definition of Maximum Amount.  Each Loan Request shall be  
made by a duly authorized representative of the Borrower, as  
specified by the Borrower in writing from time to time, and the  
Agent may rely upon any telephone request that it reasonably  
believes is made by such a representative.  The Agent shall  
promptly advise the Banks of the content of each such notice and,  
if an Interest Period of other than one, two, three or six months  
is requested, request the consent of each Bank to such Interest  
Period.  Each Loan Request shall promptly be followed by a  
written confirmation thereof, substantially in the form of  
Exhibit A hereto, provided that if such written confirmation  
differs in any material respect from the action of the Banks  
taken in good faith reliance upon such telephone request, the  
records of the Banks shall control absent manifest error.  The  
Agent shall promptly notify the Borrower if any Bank has refused  
to allow an alternative Interest Period, and the Borrower may  
thereafter modify its Loan Request to specify an Interest Period  
of the duration permitted herein. 
 
	Each Loan Request made by the Borrower shall constitute a  
representation and warranty by the Borrower to the Banks that (i)  
the Loan requested thereby is permitted under the Partnership  
Agreement; (ii) such Loan will not, when made, cause the  
aggregate indebtedness of the Borrower hereunder to exceed the  
Maximum Amount then in effect; (iii) such Loan will not, when  
made, cause the aggregate M Portions of all Loans hereunder to  
exceed 50% of the current market value of the securities  
constituting Margin Stock in the Borrower's investment portfolio;  
(iv) such Loan will not, when made, cause the aggregate NM  
Portions of all Loans hereunder to exceed 50% of the current  
market value of Eligible Assets; (v) the proceeds of such Loan  
will be used by the Borrower only in accordance with the  
provisions of Section 2.13 hereof; and (vi) all of the  
representations and warranties of the Borrower contained in  
Section 4 hereof are true and correct on and as of the date of  
such Loan Request and the date of such Revolving Loan as though  
made on and as of such dates. 
 
	(b)	Funding the Loans.  Not later than 2:00 p.m. (Boston,  
Massachusetts time) on the date of each Loan each Bank shall make  
available its pro rata share of such Loan in immediately  
available funds at the head office of the Agent in Boston,  
Massachusetts.  The Agent shall thereafter deposit or wire the  
proceeds of such Loan, on the same day, in immediately available  
funds and at the Borrower's expense, to an account maintained on  
the Borrower's behalf by the Custodian in accordance with the  
wiring instructions set forth in Schedule II hereto, as amended  
and in effect from time to time.  If any Bank makes a Loan  
hereunder on a day on which the Borrower is to repay all or any  
portion (including the repayment of any M Portion or any NM  
Portion, as contemplated in Section 2.10(d)) of an outstanding  
Loan from such Bank, such Bank shall apply the proceeds of its  
new Loan (or portion) to make such repayment and only an amount  
equal to the difference (if any) between the amount being  
borrowed and the amount being repaid shall be made available by  
such Bank to the Agent, as provided in this Section 2.1(b), or  
remitted to the Agent as provided in Section 2.9. 
 
	Section 2.3.  Loan Account.  The Agent will maintain a  
separate account on its books for the Borrower (the "Loan  
Account") on which will be recorded, in accordance with the  
Agent's customary accounting practice, (a) all Loans made by the  
Banks to the Borrower and each Bank's pro rata share thereof, (b)  
all payments of such Loans made to the Banks, and (c) all other  
charges and expenses properly chargeable to the Borrower  
hereunder.  The debit balance of the Loan Account shall reflect  
the amount of the Borrower's indebtedness from time to time to  
the Banks hereunder and, in the absence of manifest error,  
constitute conclusive evidence of the indebtedness of the  
Borrower to the Banks hereunder. 
 
	Section 2.4.  Reduction or Termination of Commitment  
Amounts. 
 
	(a)	Unless terminated earlier pursuant to the provisions of  
clauses (b) or (c) of this Section 2.4, or extended pursuant to  
clause (d), the Banks' several commitments to make Loans  
hereunder shall be in effect from the date of this Agreement  
through December 30, 1994. 
 
	(b)	Subject to Section 2.12 hereof, the Borrower may at any  
time on or prior to the Commitment Expiry Date, (i) terminate  
this Agreement by giving written notice thereof to the Agent and  
repaying in full all obligations of the Borrower hereunder; or  
(ii) reduce pro rata the Commitment Amounts in part in integral  
multiples of $1,000,000 by giving 30 Business Days' prior written  
notice thereof to the Agent and repaying the amount, if any, by  
which the aggregate unpaid principal amount of the Loans exceeds  
the then reduced Commitment Amounts.  The Agent shall promptly  
advise the Banks of each such notice.  Any such termination or  
reduction shall be accompanied by the payment of any fees  
referred to in Section 2.6 accrued to the date of such  
termination or reduction.  Any such termination or reduction may  
be effected by the Borrower without penalty.  No termination or  
reduction of the Commitment Amounts shall be subject to  
reinstatement. 
 
	(c)	Upon the occurrence of an Event of Default (unless  
waived pursuant to Section 16 hereof), the Banks may terminate  
their commitment to make Loans hereunder, in the manner  
contemplated in Section 18, by written notice to the Borrower,  
except as such written notice is not required by Section 6.1  
hereof. 
 
	(d)	On any date occurring not later than 60 days prior to  
the then effective Commitment Expiry Date, the Borrower may  
request that the Banks extend such Commitment Expiry Date for an  
additional year, by written notice delivered to the Agent, which  
shall promptly notify the Banks thereof.  If each Bank, in its  
sole discretion, shall agree to so extend such Commitment Expiry  
Date, such Bank shall so notify the Agent, which shall then  
notify the Borrower, not later than 30 days prior to such  
Commitment Expiry Date.  If all Banks shall advise the Agent and  
the Borrower of their willingness to so extend such Commitment  
Expiry Date, then effective on such Commitment Expiry Date such  
Commitment Expiry Date shall thereupon be so extended for such  
additional year.  During such extended period, the terms and  
conditions of this Agreement and the other Loan Documents shall  
remain in full force and effect. 
 
	(e)	The date on which the Banks' several commitments to  
make Loans hereunder terminates or is terminated pursuant to this  
Section 2.4 is sometimes herein referred to as the "Commitment  
Expiry Date". 
 
	Section 2.5.  Repayment of Loans.  (a) Each Revolving Loan  
that is a Base Rate Loan shall mature and the principal amount  
thereof become due and payable in full on the Commitment Expiry  
Date.  Each Revolving Loan that is a Eurodollar Loan shall mature  
and the principal amount thereof become due and payable on the  
last day of the applicable Interest Period. 
 
	(b)	The Term Loans shall become due and payable in  
accordance with the provisions of Section 2.1(b). 
 
	Section 2.6.  Fees.  (a)  The Borrower agrees to pay to the  
Agent the fees described in a letter agreement dated the date  
hereof. 
 
	(b)	The Borrower agrees to pay to the Agent, for the  
account of the Banks, for the period commencing on the date this  
Agreement becomes effective and ending on the Commitment Expiry  
Date, a commitment fee computed at the rate of 1/4 of 1% per  
annum of the aggregate unused Commitment Amounts, such fee to be  
payable quarterly in arrears on the last day of each March, June,  
September and December and on the Commitment Expiry Date.  Such  
commitment fee shall be pro-rated for any quarter or any part  
thereof after the termination of this Agreement by the Borrower  
pursuant to Section 2.4(b) or by the Banks pursuant to  
Section 6.1. 
 
	Section 2.7.  Interest Rates and Payments of Interest.  (a)   
Each Base Rate Loan shall bear interest on the outstanding  
principal amount thereof at a rate per annum equal to the Base  
Rate, which rate shall change contemporaneously with any change  
in the Base Rate.  Such interest shall be payable on the last day  
of each month, commencing June 30, 1993, and when such Loan is  
due (whether at maturity, by reason of acceleration or  
otherwise). 
 
	(b)	Each Eurodollar Loan shall bear interest on the  
outstanding principal amount thereof, for each Interest Period  
applicable thereto, at a rate per annum equal to the Adjusted  
Eurodollar Rate plus one and one-half of one percent (1-1/2%).   
Such interest shall be payable for such Interest Period on the  
last day thereof and when such Eurodollar Loan is due (whether at  
maturity, by reason of acceleration or otherwise) and, if such  
Interest Period is longer than three months, at intervals of  
three months after the first day thereof. 
 
	(c)	Overdue principal and (to the extent permitted by  
applicable law) interest on each Loan and all other overdue  
amounts payable hereunder shall bear interest compounded monthly  
and payable on demand at a rate per annum equal to two percent  
above the greater of (i) the interest rate then in effect for  
such Loan and (ii) the Base Rate, until such amount shall be paid  
in full (whether before or after judgment). 
 
	(d)	No provision of this Agreement shall require the  
payment or permit the collection of interest in excess of the  
rate then permitted by applicable law. 
 
	Section 2.8  Changed Circumstances.  (a) In the event that: 
 
	(i)	on any date on which the Adjusted Eurodollar Rate  
would otherwise be set the Agent shall have determined in  
good faith (which determination shall be final and  
conclusive) that adequate and fair means do not exist for  
ascertaining the Interbank Offered Rate, or 
 
	(ii)  at any time the Agent shall have received notice  
that: 
 
	(A)  the making or continuation of or conversion of any  
Loan to a Eurodollar Loan by any Bank has been made  
impracticable or unlawful by (l) the occurrence of a  
contingency that materially and adversely affects the  
interbank Eurodollar market in which such Bank regularly  
participates or (2) compliance by any Bank in good faith  
with any applicable law or governmental regulation,  
guideline or order or interpretation or change thereof by  
any governmental authority charged with the interpretation  
or administration thereof or with any request or directive  
of any such governmental authority (whether or not having  
the force of law); or 
 
	(B)  the Adjusted Eurodollar Rate applicable to any  
proposed Eurodollar Loan shall not fairly and adequately  
reflect the cost of the Required Banks to fund such Loan; 
 
then, and in any such event, the Agent shall forthwith so notify  
the Borrower thereof.  Until the Agent notifies the Borrower that  
the circumstances giving rise to such notice no longer apply, the  
ability of the Borrower to select Eurodollar Loans shall be  
suspended.  If at the time the Agent so notifies the Borrower,  
the Borrower has previously delivered a Loan Request for a  
Eurodollar Loan but such Loan has not yet gone into effect, such  
Loan Request shall be deemed to be void and the Borrower may  
borrow a Base Rate Loan by giving a substitute Loan Request  
pursuant to Section 2.2 hereof. 
 
	Upon such date as shall be specified in such notice (which  
shall not be earlier than the date such notice is given) the  
Borrower shall, with respect to outstanding Eurodollar Loans,  
prepay the same, together with interest thereon and any amounts  
required to be paid pursuant to Section 2.12, and may borrow a  
Base Rate Loan by requesting such Loan in accordance with Section  
2.2 hereof. 
 
	(b)	In case any law, regulation, treaty or official  
directive or the interpretation or application thereof by any  
court or by any governmental authority charged with the  
administration thereof or the compliance with any guideline or  
request of any central bank or other governmental authority  
(whether or not having the force of law): 
 
	(i)  subjects any Bank to any tax with respect to  
payments of principal or interest or any other amounts  
payable hereunder by the Borrower or otherwise with respect  
to the transactions contemplated hereby (except for taxes on  
the overall net income of any Bank imposed by the United  
States of America or any political subdivision thereof), or 
 
	(ii)  imposes, modifies or deems applicable any deposit  
insurance, reserve, special deposit or similar requirement  
against assets held by, or deposits in or for the account  
of, or loans by, any Bank (other than such requirements as  
are already included in the determination of the Adjusted  
Eurodollar Rate), or  
 
	(iii) imposes upon any Bank any other condition with  
respect to its performance under this Agreement, 
 
and the result of any of the foregoing is to increase the cost to  
such Bank, reduce the income receivable by such Bank or impose  
any expense upon such Bank with respect to any Loans, such Bank  
shall notify the Agent and the Agent shall notify the Borrower  
thereof.  The Borrower agrees to pay to such Bank the amount of  
such increase in cost, reduction in income or additional expense  
as and when such cost, reduction or expense is incurred or  
determined, upon presentation by the affected Bank of a statement  
in the amount and setting forth such Bank's calculation thereof,  
which statement shall be deemed true and correct absent manifest  
error. 
 
	Section 2.9.  Place and Mode of Payments; Computations. 
 
	(a)	Each payment made or caused to be made by the Borrower  
to the Banks under this Agreement shall be made to the Agent for  
the account of the Banks in United States Dollars at the Agent's  
Head Office, not later than 2:00 p.m., Boston time, on the due  
date of each such payment, and in immediately available and  
freely transferable funds. 
 
	(b)	If any sum would, but for the provisions of this clause  
(b), become due and payable to the Banks by the Borrower on any  
day that is not a Business Day, then such sum shall become due  
and payable on the next succeeding Business Day, and interest  
payable to the Banks under this Agreement shall be adjusted  
accordingly. 
 
	(c)	All computations of interest and fees payable under  
this Agreement shall be made on the basis of a 360-day year and  
paid for the actual number of days elapsed. 
 
	(d)	The Agent will determine the Base Rate in effect from  
time to time.  Any change in the Base Rate shall, for all  
purposes of this Agreement, become effective on, and from the  
beginning of, the day on which such change shall first be  
announced or determined by the Agent in accordance with the  
Agent's customary banking practices. 
 
	(e)	Each payment by the Borrower under this Agreement shall  
be made without set-off or counterclaim and free and clear of and  
without deduction or withholding of any kind. 
 
	(f)	Whenever the Borrower makes a payment or prepayment of  
Loans hereunder, and to the extent it may reasonably do so, it  
shall identify the source of the funds used to effect such  
payment (i.e., whether from the sale or disposition of Margin  
Stock, the sale or liquidation of Eligible Assets, or otherwise);  
and the Agent shall apply such funds to the payment or prepayment  
of then outstanding Loans directly or indirectly secured by the  
assets in question (i.e., Loans constituting the M Portion or the  
NM Portion).  In the absence of such identification, if the Agent  
is nevertheless aware of the source of funds, it shall apply such  
funds to the payment or prepayment of then outstanding Loans  
directly or indirectly secured by the assets in question.  If the  
Agent is not aware of the source of funds, it may apply such  
funds to the payment or prepayment of such Loans as it in its  
sole discretion shall determine. 
 
	(g)	Unless the Agent shall have been notified by a Bank  
prior to the date on which such Bank is scheduled to make payment  
to the Agent of the proceeds of a Loan (which notice shall be  
effective upon receipt) that such Bank does not intend to make  
such payment, the Agent may assume that such Bank has made such  
payment when due and the Agent may in reliance upon such  
assumption (but shall not be required to) make available to the  
Borrower the proceeds of the Loan to be made by such Bank and, if  
any Bank has not in fact made such payment to the Agent, such  
Bank shall, on demand, pay to the Agent the amount made available  
to the Borrower attributable to such Bank together with interest  
thereon in respect of each day during the period commencing on  
the date such amount was made available to the Borrower and  
ending on (but excluding) the date such Bank pays such amount to  
the Agent, at a rate per annum equal to the Federal Funds Rate.   
If such amount is not received from such Bank by the Agent  
immediately upon demand, the Borrower will, on demand, repay to  
the Agent the proceeds of the Loan attributable to such Bank with  
interest thereon at a rate per annum equal to the interest rate  
applicable to the relevant Loan. 
 
	Section 2.10.  Optional Prepayments; Certain Mandatory  
Prepayments.  (a) The Borrower shall have the right at any time  
to prepay any Loans, in whole or in part, upon telephonic notice  
to the Agent received prior to 12:00 noon (Boston, Massachusetts  
time), on the date such prepayment is to be made.  The Agent  
shall promptly advise the Banks of such prepayment.  Each such  
prepayment (except a prepayment in full) shall be made in an  
amount of $1,000,000 or an integral multiple thereof.  Eurodollar  
Loans may only be prepaid on the last day of the applicable  
Interest Period. 
 
	(b)	Upon any reduction of the Commitment Amounts pursuant  
to Section 2.4(b) hereof or otherwise, or if at any time the  
aggregate unpaid principal amount of Loans exceeds the aggregate  
outstanding Commitment Amounts, the Borrower agrees to  
immediately prepay the amount of such excess, together with any  
amounts payable pursuant to Section 2.12 hereof. 
 
	(c)	If at any time the aggregate unpaid principal amount of  
Loans shall exceed the Maximum Amount, the Borrower shall  
immediately prepay the amount of such excess, together with any  
amounts payable pursuant to Section 2.12 hereof. 
 
	(d)	If at any time (i) the sale or disposition of any  
Margin Stock would cause the aggregate unpaid principal amount of  
the M Portion of Loans to exceed 50% of the current market value  
of all Margin Stock in the Borrower's investment portfolio, or  
(ii) the sale or disposition of any Eligible Assets would cause  
the aggregate unpaid principal amount of the NM Portion of Loans  
to exceed 50% of the current market value of all Eligible Assets,  
the Borrower shall immediately prepay such excess portion of the  
M Portion or the NM Portion, as the case may be.  Provided no  
Event of Default shall then have occurred, such prepayment may be  
effected by the simultaneous borrowing of Loans of the unaffected  
Portion, to the extent that the Borrower may do so in accordance  
with the limitations set forth in Section 2.1. 
 
	(e)	Upon each repayment or prepayment of any principal of  
any Loan pursuant to any of the provisions of this Agreement, the  
Borrower hereby absolutely and unconditionally promises to pay to  
the Banks, and there shall become absolutely due and payable on  
the date of each such repayment or prepayment, all of the unpaid  
interest accrued to such date on the amount of the principal of  
the Loan being repaid or prepaid on such date.  Whenever any  
interest on and any principal of the Loans are paid  
simultaneously hereunder, the whole amount paid shall be applied  
first to interest then due and payable. 
 
	Section 2.11.  Increased Capital Requirements.  If any law  
or any governmental rule, regulation, policy, guideline or  
directive (whether or not having the force of law) or the  
interpretation thereof by a court or governmental authority with  
appropriate jurisdiction affects the amount of capital required  
to be maintained by any Bank or any corporation controlling any  
Bank and such Bank determines that the amount of capital required  
is increased by or based upon the existence of the credit  
facilities established hereunder or any Loans made pursuant  
hereto, and such increase has or would have effect of reducing  
the return on such Bank's equity to a level below that which such  
Bank could have achieved (taking into consideration such Bank's  
then existing policies with respect to capital adequacy and  
assuming the full utilization of such Bank's capital) but for  
such law, rule, regulation, policy, guideline or directive, then  
such Bank shall notify the Agent,  in writing of such fact, and  
the Agent shall forthwith so notify the Borrower.  The Borrower  
agrees to pay to the Agent, for the account of such Bank, the  
amount of such reduction as and when such reduction is  
determined, upon presentation by such Bank of a statement in the  
amount and setting forth such Bank's calculation thereof, which  
statement shall be deemed true and correct absent manifest error.   
In determining such amount, such Bank may use any reasonable  
averaging and attribution methods.  In this connection, such Bank  
shall allocate such costs among its customers in good faith and  
on an equitable basis. 
 
	Section 2.12.  Funding Losses.  If the Borrower for any  
reason makes any payment of principal with respect to a  
Eurodollar Loan on any date other than the scheduled maturity  
thereof (other than a mandatory prepayment and simultaneous  
borrowing of a like amount made pursuant to Section 2.10(d)), or  
fails to borrow a Eurodollar Loan after giving a Loan Request  
therefor, the Borrower shall reimburse each Bank for any  
resulting loss or expense incurred by it, including without  
limitation any loss incurred in obtaining, liquidating or  
employing of deposits from third parties.  The Borrower shall pay  
to the Agent, for the account of each affected Bank, the amount  
of such loss or expense upon presentation of a statement in the  
amount thereof, which statement shall be deemed true and correct  
absent manifest error. 
 
	Section 2.13.  Use of Proceeds.  The proceeds of each Loan  
hereunder shall be used only to leverage the Borrower's portfolio  
in accordance with the Partnership Agreement and applicable law  
or regulation. 
 
	Section 2.14.  Collateral Security for Loans.  As a  
condition precedent to making any Loan or continuing any Loan  
made hereunder, at any time after a change in the condition or  
affairs (financial or otherwise) of the Borrower reasonably  
deemed by the Required Banks to be adverse and material, the  
Agent may require the Borrower to pledge its portfolio securities  
and other assets (the "Pledged Securities") to the Agent, for the  
benefit of the Banks, as collateral for the Obligations, as  
contemplated in and subject to the terms and conditions of the  
Pledge Agreement.  Upon demand by the Agent, the Borrower shall  
forthwith grant to the Agent, for the benefit of the Banks, a  
security interest in the Pledged Securities and deliver to the  
Agent a Pledge Agreement and Collateral Agency Agreement with  
respect to such Pledged Securities, and instruct the Custodian to  
take any action necessary under the Collateral Agency Agreement  
as the Agent may require to realize the full benefits of this  
Section 2.14 and the security interest described herein. 
 
	Section 2.15.  Pro Rata Treatment. 
 
	(a)	Each Loan shall be made, and each payment of commitment  
fee made to the Agent for the account of the Banks shall be  
distributed, pro rata to the Banks in the proportion that each  
Bank's Commitment Amount bears to the aggregate of all Banks'  
Commitment Amounts.  Each payment and prepayment of Loans made to  
the Agent for the account of all of the Banks shall be  
distributed pro rata to the Banks in proportion to the respective  
amounts of the Loans outstanding immediately prior to such  
payment or prepayment. 
 
	(b)	Each reduction of the Commitment Amounts pursuant to  
Section 2.4 shall reduce the applicable Commitment Amount of each  
Bank pro rata in the proportion that each Bank's Commitment  
Amount bears to the aggregate of all Banks' Commitment Amounts  
immediately prior to such reduction. 
 
	Section 3.  CONDITIONS PRECEDENT. 
 
	Section 3.1.  Conditions of Closing.  This Agreement shall  
become effective upon the receipt by the Agent, with copies for  
each Bank, of the following: 
 
	(a)	an executed original counterpart of this Agreement; 
 
	(b)	certified copies of any amendments to the Partnership  
Agreement and the Management Agreement since June 30, 1993; 
 
	(c)	certified copies of all documents relating to the due  
authorization and execution by the Borrower of this Agreement as  
the Agent may reasonably request, including, without limitation,  
all partnership actions taken by the Borrower authorizing (i) the  
execution and delivery by the Borrower of this Agreement and the  
other Loan Documents, (ii) its performance of all of its  
agreements and obligations under this Agreement and under the  
other Loan Documents, and (iii) the borrowings and other  
transactions contemplated by this Agreement and the other Loan  
Documents; 
 
	(d)	an incumbency certificate, dated the date hereof,  
signed by an authorized General Partner, setting forth the names  
and specimen signatures of each individual authorized to give  
notices, sign or act on behalf of the Borrower in connection with  
the transactions contemplated by this Agreement and the other  
Loan Documents; 
 
	(e)	certified copies of all documents relating to the  
General Partner executing this Agreement on behalf of the  
Borrower as the Agent may reasonably request, including, without  
limitation, all resolutions or other actions taken by the  
Borrower authorizing the execution and delivery by the General  
Partner on behalf of the Borrower of this Agreement and the other  
Loan Documents; 
 
	(f)	an incumbency certificate, dated the date hereof,  
signed by the Secretary or Assistant Secretary of the General  
Partner acting on behalf of the Borrower hereunder, setting forth  
the names and specimen signatures of each individual authorized  
to give notices, sign or act on behalf of the Borrower in  
connection with the transactions contemplated by this Agreement  
and the other Loan Documents; 
 
	(g)	good standing certificates from each of (i) Bermuda and  
(ii) Massachusetts with respect to the Borrower and each General  
Partner; 
 
	(h)	a duly completed and executed Federal Reserve Form U-1,  
describing all Margin Stock then held by the Borrower in its  
investment portfolio and all Eligible Assets, in the form  
required by such Form U-1; 
 
	(i)	an opinion from Judy K. Mencher, Esq., counsel to the  
Borrower, and Conyers, Dill & Pearman, special Bermuda counsel,  
substantially in the form of Exhibit E attached hereto, in each  
case given upon the express instructions of the Borrower (and by  
its execution of this Agreement the Borrower confirms that it has  
so instructed such counsel); 
 
	(j)	receipt of the Agent's fee referred to in Section  
2.6(a); and 
 
	(k)	such other documents as any Bank shall have requested  
in order to comply with applicable rules and regulations  
promulgated by the Federal Reserve Board and other governmental  
and regulatory authorities. 
 
	Section 3.2.  Conditions of Loans.  The obligation of the  
Banks to make any Loan on a Borrowing Date shall be subject to  
the satisfaction, at or before the time each such Loan is made,  
of each of the following conditions precedent (unless and to the  
extent that satisfaction of such conditions precedent or any of  
them is waived pursuant to Section 16 hereof): 
 
	(a)	The Agent shall have received a Loan Request from the  
Borrower as required by Section 2.2, together with the schedule  
of Margin Stock and Eligible Assets required by Section 2.1(a) or  
(b), as applicable; 
 
	(b)	The representations and warranties contained in this  
Agreement and the other Loan Documents and otherwise made by or  
on behalf of or with respect to the Borrower in connection with  
the transactions contemplated by this Agreement and the other  
Loan Documents shall (except to the extent that such  
representations and warranties relate expressly to a specific  
date, and except to the extent of changes resulting from the  
transactions contemplated or permitted by this Agreement and the  
other Loan Documents and changes occurring in the ordinary course  
of business that, singly or in the aggregate, do not materially  
adversely affect the Borrower or its business, assets,  
operations, prospects or its condition (financial or otherwise)),  
be true and correct at and as of such Borrowing Date; 
 
	(c)	There shall exist no Default or Event of Default or  
condition which would, with the giving of notice or the passage  
of time or both, result in a Default or Event of Default upon the  
making of the Loan; 
 
	(d)	The Required Banks shall be satisfied that there has  
been no material adverse change in the business, assets,  
operations, prospects or condition (financial or otherwise) of  
the Borrower since December 31, 1992; and 
 
	(e)	The making of the Loan shall not contravene any law,  
regulation, decree or order binding on the Borrower or any Bank,  
and the Agent shall have received all such certificates and  
documents in relation thereto as the Agent or the Agent's counsel  
shall have reasonably requested. 
 
	Section 4.  REPRESENTATIONS AND WARRANTIES.  The Borrower  
represents and warrants to the Banks that: 
 
	Section 4.1.  Organization, Qualification, Etc.  (a) The  
Borrower is duly organized and validly existing as a limited  
partnership under the laws of Bermuda and is duly qualified to do  
business in each other jurisdiction wherein the nature of its  
properties or its business requires such qualification and in  
which the failure to be so qualified could materially adversely  
affect the business, assets or condition (financial or otherwise)  
of the Borrower. 
 
	(b)	Each of the Borrower's General Partners is duly  
organized and validly existing under the laws of its jurisdiction  
of incorporation and is duly qualified to do business in each  
other jurisdiction wherein the nature of its properties or its  
business requires such qualification and in which the failure to  
be so qualified could materially adversely affect the business,  
assets or condition (financial or otherwise) of such General  
Partner. 
 
	Section 4.2.  Authorization, Etc.  The execution, delivery  
and performance of this Agreement and the other Loan Documents by  
the Borrower and the General Partner executing this Agreement and  
the other Loan documents on behalf of the Borrower are within the  
powers of the Borrower, have been duly authorized by all  
necessary and proper action, and do not and will not (i) violate  
or contravene any provision of the constituent documents of the  
Borrower or such General Partner, or any amendment thereof, (ii)  
conflict with, or result in a breach of any material term,  
condition or provision of, or constitute a default under or  
result in the creation of any mortgage, lien, pledge, charge,  
security interest or other encumbrance upon any of the property  
or assets of the Borrower (other than as contemplated by this  
Agreement and the Pledge Agreement) under, any agreement, trust  
deed, indenture, mortgage or other instrument to which the  
Borrower is a party or by which the Borrower or any of its  
property or assets is bound or affected, or (iii) violate or  
contravene any provision of any material law, regulation, order,  
ruling or interpretation thereunder or any decree, order or  
judgment of any court or governmental or regulatory authority,  
bureau, agency or official. 
 
	Section 4.3.  Binding Effect of Agreement, Etc.  This  
Agreement and the other Loan Documents and all the provisions  
hereof and thereof constitute legally valid and binding  
obligations of the Borrower and the General Partners,   
enforceable against the Borrower and the General Partners in  
accordance with their respective terms, except as enforceability  
is limited by bankruptcy, insolvency, reorganization, moratorium  
or other laws relating to or affecting generally the enforcement  
of creditors' rights and except to the extent that the  
availability of equitable remedies is subject to the discretion  
of the court before which any proceeding therefor may be brought. 
 
	Section 4.4.  Approvals, Etc.  No authorization, approval,  
consent or other action by, and no notice to or filing with, any  
shareholder or creditor of the Borrower or any General Partner,  
or governmental or regulatory agency or authority, is required to  
make valid and legally binding the execution, delivery and  
performance by the Borrower and the General Partners of this  
Agreement or the other Loan Documents or the consummation by the  
Borrower of the transactions contemplated hereby or thereby or  
the exercise by the Banks of their rights and remedies hereunder  
or thereunder. 
 
	Section 4.5.  Compliance with Other Instruments.  The  
Borrower is in compliance with all investment policies and  
restrictions identified in the Partnership Agreement and is in  
compliance with all other provisions contained therein.  The  
Borrower is not in default under any indenture or agreement to  
which it is a party or by which it or any of its property or  
assets is bound, or in violation of any material applicable laws  
or orders, regulations, rulings, decrees or requirements of a  
court or governmental or regulatory agency or authority by which  
it or any of its property or assets is bound, which default or  
violation could have a material adverse effect on the business,  
assets, operations, prospects or condition (financial or  
otherwise) of the Borrower. 
 
	Section 4.6.  Litigation.  There are no pending or, to the  
best knowledge of the Borrower, threatened actions, suits,  
investigations or proceedings at law or in equity before any  
federal, state, local or foreign court, governmental or  
regulatory authority, agency, commission, board, bureau or  
instrumentality, or board of arbitration, against or affecting  
the Borrower or its right, title and interest in or to any of its  
properties or assets. 
 
	Section 4.7.  Taxes.  The Borrower has made or filed all  
federal, state, local, foreign and other tax returns, reports and  
declarations required by any jurisdiction to which the Borrower  
is subject, and has paid all taxes and other assessments and  
charges shown or determined to be due on such returns, reports  
and declarations or pursuant to any matters raised by audits or  
for other reasons known to it, except those being contested in  
good faith by appropriate proceedings and as to which there have  
been set aside reserves adequate with respect to such tax,  
assessment or charge so contested.  The Borrower has set aside on  
its books provisions reasonably adequate for the payment of all  
taxes for periods subsequent to the periods to which such  
returns, reports or declarations apply.  There are no unpaid  
taxes claimed to be due by the taxing authority of any  
jurisdiction, and the Borrower knows of no basis for any such  
claim. 
 
	Section 4.8.  Financial Statements; No Material Changes.   
The Borrower has furnished to the Banks its Annual Report dated  
as of December 31, 1992, setting forth the statement of assets  
and liabilities, the statement of portfolio holdings and the  
statements of capital accounts of the Borrower and of each  
General Partner, as of the date of such Report; and the statement  
of profits and loss of the Borrower as of the period then ended,  
in each case certified by Coopers & Lybrand.  The Borrower has  
also furnished to the Banks its trial balance dated as of  
February 28, 1994, setting forth the statement of assets and  
liabilities of the Borrower as of such date and the statements of  
portfolio holdings and profits and loss of the Borrower as of the  
period then ended, prepared by management of the Borrower.  All  
such financial statements are complete and correct, and fairly  
present the financial condition of the Borrower as of such dates  
and the results of the operations of the Borrower for the periods  
ended on such dates, all in accordance with generally accepted  
accounting principles applied on a consistent basis.  Since  
December 31, 1992, there has been no change in the assets,  
liabilities, business, condition (financial or otherwise) or  
results of operations of the Borrower, that have been, in any  
case or in the aggregate, materially adverse. 
 
	Section 4.9.  No Defaults.  No Default or Event of Default  
has occurred and is continuing. 
 
	Section 4.10.  Disclosure.  The Borrower has delivered to  
the Banks a true and complete copy of the Partnership Agreement  
and the Management Agreement.  Neither of such agreements nor  
this Agreement, the other Loan Documents nor any of the  
information concerning the Borrower submitted to the Banks in  
connection herewith or therewith contains any untrue statement of  
a material fact or omits to state a material fact necessary in  
order to make the statements contained therein not misleading in  
light of the circumstances in which they are made.  Except as  
disclosed herein or in the other Loan Documents, there is no fact  
known to the Borrower that adversely affects, or that, in the  
best judgment of the management of the Borrower, could in the  
future materially adversely affect, the assets, business,  
prospects, condition (financial or otherwise) or operations of  
the Borrower. 
 
	Section 5.  COVENANTS.  The Borrower covenants and agrees  
that, so long as any amounts are owing under this Agreement or  
under any of the other Loan Documents or, if no such amount is  
owing, so long as the Banks shall have any commitment to make  
Loans hereunder as provided herein: 
 
	Section 5.1.  Use of Proceeds.  The Borrower shall use the  
proceeds of Loans only for the purposes specified in Section  
2.13. 
 
	Section 5.2.  Punctual Payment.  The Borrower will duly and  
punctually pay or cause to be paid principal and interest and all  
other sums due under this Agreement in accordance with the terms  
hereof. 
 
	Section 5.3.  Taxes, Etc.  The Borrower will file all  
federal, state, local, foreign and other tax returns, reports and  
declarations required by any jurisdiction to which the Borrower  
is subject on or before the due dates for the returns, reports  
and declarations; and will pay and discharge, before the same  
shall become in arrears, all taxes, assessments and other  
governmental charges shown or determined to be due on such  
returns, reports and declarations, unless, and in any such case,  
the same is being contested in good faith by appropriate  
proceedings and an adequate reserve therefor has been  
established. 
 
	Section 5.4.  Compliance with Law, Etc.  The Borrower will  
comply with (i) all applicable federal, state and local laws,  
rules, regulations and governmental or regulatory directives  
(whether or not having the force of law), and all orders, writs,  
judgments, injunctions, decrees or awards to which it may be  
subject; (ii) all of its investment policies and restrictions;  
and (iii) the provisions of the Partnership Agreement and all  
agreements and instruments by which it or any of its property or  
assets may be affected or bound. 
 
	Section 5.5.  Compliance with Regulations U and X.  The  
Borrower will, at any time and from time to time upon receipt of  
notice from the Agent, at the request of any Bank, and at the  
Borrower's expense, promptly execute and deliver or file all  
additional instruments and documents, and take all further  
action, that may be necessary or desirable, or that any Bank may  
reasonably request, in order to fully comply with the  
requirements of Regulation U and Regulation X. 
 
	Section 5.6.  Notice of Certain Events.  The Borrower will  
give the Agent prompt written notice of: 
 
	(a)	any change in any federal, state or local law, rule or  
regulation or governmental or regulatory directive (whether or  
not having the force of law) materially affecting the Borrower,  
or any of its property or assets, or affecting the Borrower's  
ability to repay the Loans and comply with the terms of this  
Agreement; 
 
	(b)	any change in its agreements with governmental  
authorities or regulators or its investment policies or  
restrictions that would make any of the information set forth in  
Schedule I hereto incorrect, incomplete or misleading in any  
material respect, and will prepare and submit to the Agent for  
attachment to this Agreement an amendment to Schedule I  
reflecting such change; 
 
	(c)	any material change in its method of business or  
amendments to the Partnership Agreement (it being understood that  
any change in the investment restrictions and limitations on  
indebtedness applicable to the Borrower shall constitute material  
changes); 
 
	(d)	the commencement of any litigation or any  
administrative, regulatory or arbitration proceeding or  
investigation to which the Borrower may hereafter become a party,  
that may involve any material risk of any material final judgment  
or liability not adequately covered by insurance or that may  
otherwise result in any material adverse change in the business,  
assets, operations, prospects or condition (financial or  
otherwise) of the Borrower; 
 
	(e) any sales or other dispositions of Margin Stock in the  
Borrower's investment portfolio or of Eligible Assets that would  
cause the limitations set forth in Section 2.1 to be breached,  
such notice to be accompanied by a revised schedule of Margin  
Stock and Eligible Assets after giving effect to such sales or  
other dispositions and any prepayment of Loans required by  
Section 2.10(d); and 
 
	(f)	the occurrence of any Default or Event of Default. 
 
The Agent will promptly notify the Banks of each such notice from  
the Borrower. 
 
	Section 5.7.  Total Value, Net Asset Value, Etc.  The  
Borrower will, at any time and from time to time during normal  
business hours, notify the Agent by telephone or in writing, as  
requested by notice to the Agent from any Bank, of the  
composition (by issuer) of its portfolio securities, the portion  
of such securities that constitute Margin Stock and Eligible  
Assets, identified by issuer, if any Bank so requests, the total  
asset value of such Margin Stock and Eligible Assets, the net  
asset value of such securities and the total value of the  
unencumbered assets in the Borrower's portfolio, and any changes  
in any of such values, in each case as most recently calculated. 
 
	Section 5.8.  Reports, Additional Information, Etc.  The  
Borrower will furnish to the Banks: 
 
	(a)	as soon as available, and not later than 125 days after  
the end of each fiscal year of the Borrower, an Annual Report  
including audited financial statements certified by Coopers &  
Lybrand or other independent public accountants of national  
standing, setting forth the statement of assets and liabilities,  
the statement of portfolio securities and the statement of  
capital accounts of the Borrower, each as of the end of such  
fiscal year, and a statement of profit and loss of the Borrower  
for the fiscal period then ended; 
 
	(b)	as soon as available, and not later than 50 days after  
the end of the first six months of each fiscal year of the  
Borrower, a Semi-Annual Report prepared by the Borrower, setting  
forth the Statement of Assets and Liabilities and Statement of  
Portfolio Securities of the Borrower as of the end of such fiscal  
quarter and a Statement of Profit and Loss of the Borrower for  
the fiscal period then ended; 
 
	(c)	on request by the Agent, on behalf on any Bank, and in  
any event not later than 45 days after the end of the first and  
third fiscal quarters of the Borrower, a trial balance sheet as  
of the last day of such quarter, and a list of all portfolio  
securities (broken down by issuer and industry concentrations,  
and indicating whether such securities are Margin Stock or  
Eligible Assets) as of such date, certified by the principal  
financial officer of the Borrower and accompanied by a revised  
schedule of Margin Stock and Eligible Assets as of such date; 
 
	(d)	upon request by the Agent, on behalf of any Bank,  
within 10 Business Days after the issuance thereof, copies of all  
other public regular and periodic reports and any other reports  
that the Borrower may be required to file with any governmental  
or regulatory agency or authority; 
 
	(e)	upon execution thereof, a copy of any amendment to the  
Partnership Agreement or the Management Agreement; 
 
	(f)	promptly after delivery thereof, a copy of any report  
or information delivered to the limited partners of the Borrower;  
and 
 
	(g)	such other information with respect to the financial  
standing and history or the business, property, assets or  
prospects of the Borrower as any Bank may, at any time and from  
time to time, reasonably request. 
 
	Section 5.9.  Further Assurances.  The Borrower will, at any  
time and from time to time, execute and deliver such additional  
instruments and take such further action as the Agent may  
reasonably request to carry out to the Agent's satisfaction the  
transactions contemplated by this Agreement and the other Loan  
Documents, including without limitation such documents as may be  
required by the Agent to ensure the validity, perfection or  
priority of its security interest in the Pledged Securities. 
 
	Section 5.10.  Negative Pledge on Assets.  The Borrower will  
not create or permit to exist any lien or encumbrance upon any of  
its property or assets in favor of any person or entity other  
than the Banks, other than (i) liens granted to secure the  
Borrower's obligations with respect to unfunded liabilities on  
open commitments to purchase loans and loan participations, so  
long as such liens do not exceed $2,000,000 individually or in  
the aggregate; and (ii) liens granted in connection with short  
sales transactions engaged in to the extent permitted by the  
Partnership Agreement and consistent with the Borrower's  
investment policies. 
 
	Section 5.11.  Limitation on Additional Indebtedness.  The  
Borrower will not incur or permit to exist or remain outstanding  
any Indebtedness to any person or entity, other than the  
following: 
 
	(a)	Indebtedness in respect of taxes, assessments and other  
governmental charges to the extent that payment thereof is not at  
the time required to be made or is being contested in good faith  
by appropriate proceedings and for which an adequate reserve has  
been established; 
 
	(b)	Indebtedness of the Borrower to the Banks arising under  
this Agreement; 
 
	(c)	unsecured Indebtedness of the Borrower to any partner  
of the Borrower, provided that such Indebtedness is subordinated  
to the Obligations on terms and conditions satisfactory to the  
Required Banks; and 
 
	(d)	Indebtedness of the Borrower incurred in connection  
with short sales transactions engaged in to the extent permitted  
by the Partnership Agreement and consistent with the Borrower's  
investment policies; provided, that all such Indebtedness  
permitted by clauses (b), (c) and (d) of this Section 5.11 shall  
not at any time exceed 25% of the value of the total assets of  
the Borrower; and provided, further, that if at any time the  
securities of any single issuer shall constitute more than 20% of  
the current market value of the total assets of the Borrower, due  
to market appreciation, then the amount of Indebtedness permitted  
by clauses (b), (c) and (d) of this Section 5.11 shall be reduced  
by the amount of such excess. 
 
	Section 5.12.  Restrictions on Portfolio Investments.  The  
Borrower will not at any time permit (i) the securities of  
issuers in any single industry to constitute more than 35% of the  
value of the total assets of the Borrower, valued at cost, (ii)  
the securities of any single issuer to constitute more than 20%  
of the total assets of the Borrower, valued at cost; or (iii)  
securities that are Margin Stock to constitute more than 50% of  
the total assets of the Borrower, valued at cost. 
 
	Section 5.13.  Restrictions on Fundamental Changes.  The  
Borrower will not change in any material manner its operations or  
any material provision of the Management Agreement or the  
Partnership Agreement. 
 
	Section 6.  EVENTS OF DEFAULT; ACCELERATION. 
 
	Section 6.1.  Events of Default; Acceleration.  If any of  
the following events ("Events of Default" or, if the giving of  
notice or the lapse of time or both is required, then, prior to  
such notice and/or lapse of time, "Defaults") shall occur: 
 
	(a)	if the Borrower shall fail to pay any principal of any  
Loan outstanding to it hereunder when the same shall become due  
and payable, whether at the stated date of maturity or any  
accelerated date of maturity or at any other date fixed for  
payment; 
 
	(b)	if the Borrower shall fail to pay any interest on any  
Loan outstanding to it when the same shall become due and  
payable, whether at the stated date of maturity or any  
accelerated date of maturity or at any other date fixed for  
payment, and such failure shall continue unremedied for five  
Business Days; 
 
	(c)	if the Borrower shall fail to pay any fees due  
hereunder when the same shall become due and payable, and such  
failure shall continue unremedied for five Business Days; 
 
	(d)	if the Borrower shall fail to perform, discharge,  
observe or comply with any of the terms, covenants and agreements  
contained in Section 5.1, 5.6(e) or 5.7 through 5.13; 
 
	(e)	if the Borrower shall fail to perform, discharge,  
observe or comply with any of the terms, covenants and agreements  
contained herein (other than those specified in clauses (a), (b),  
(c), and (d) of this Section 6.1), and such failure shall  
continue unremedied for 30 days after written notice of such  
failure has been given to the Borrower by Agent or any Bank; 
 
	(f)	if any representation or warranty of the Borrower  
contained in this Agreement or any other document or instrument  
delivered by the Borrower pursuant to or in connection with this  
Agreement shall prove to have been false or misleading in any  
material respect as of the time when made or deemed to have been  
made; 
 
	(g)	if the Borrower shall fail in the performance or the  
payment, at maturity or within an applicable period of grace, of  
any obligation contained in any agreement or instrument  
evidencing any other Indebtedness with respect to borrowed money  
or credit received in amounts exceeding $2,000,000 (individually  
or in the aggregate), or any mortgage, pledge, agreement,  
indenture or other agreement relating thereto, for such period of  
time as would, or would have permitted (assuming the giving of  
appropriate notice if required) the holder or holders thereof or  
of any obligations issued thereunder to accelerate the maturity  
thereof; 
 
	(h)	if the Borrower or any General Partner makes an  
assignment for the benefit of creditors, or admits in writing its  
inability to pay or generally fails to pay its debts as they  
mature or become due, or petitions or applies for the appointment  
of a trustee or other custodian, liquidator or receiver of the  
Borrower or such General Partner or of any substantial part of  
the property or assets of the Borrower or such General Partner or  
commences any case or other proceeding relating to the Borrower  
or such General Partner under any bankruptcy, reorganization,  
arrangement, insolvency, readjustment of debt, dissolution or  
liquidation or similar law of any jurisdiction, now or hereafter  
in effect, or takes any action to authorize or in furtherance of  
any of the foregoing; 
 
	(i)	if any such petition or application is filed or any  
such case or other proceeding is commenced against the Borrower  
or any General Partner and the Borrower or such General Partner  
indicates its approval thereof, consent thereto or acquiescence  
therein or an order for relief or appointing any such trustee,  
custodian, liquidator or receiver is entered adjudicating the  
Borrower or such General Partner bankrupt or insolvent, or  
approving a petition in any such case or other proceeding, and  
such order remains in effect for more than 60 days, whether or  
not consecutive; 
 
	(j)	if there shall remain in force, undischarged,  
unsatisfied and unstayed, for more than 30 days, whether or not  
consecutive, any final judgment against the Borrower that, with  
other outstanding final judgments undischarged against the  
Borrower, (i) exceeds, in the aggregate, $2,000,000 or (ii) shall  
have a materially adverse effect upon the business, assets,  
operations, prospects or condition (financial or otherwise) of  
the Borrower; 
 
	(k)	if there shall occur a material adverse change in the  
business, assets, operations, prospects or condition, financial  
or otherwise, of the Borrower; then and in any such event and  
subject to the proviso at the end of this Section 6.1, the Agent  
shall, at the request of the Required Banks, by written notice to  
the Borrower declare (i) the obligation of the Banks to make  
Loans to the Borrower to be terminated, whereupon the same shall  
terminate, (ii) the Loans of the Borrower, all interest thereon  
and all other amounts payable by the Borrower under this  
Agreement to be forthwith due and payable, whereupon such Loans,  
all such interest and all such other amounts shall become and be  
forthwith due and payable without presentment, demand, protest or  
notice (other than as required above), all of which are expressly  
waived by the Borrower, provided that upon the occurrence of any  
of the events specified in clauses (h) or (i) of this Section  
6.1, such termination of the obligations to make Loans and  
acceleration of the maturity of the Loans shall occur  
automatically and without any action by the Banks.  In case any  
one or more of the Events of Default shall have occurred and be  
continuing, and whether or not the Banks shall have accelerated  
the maturity of the Loans of the Borrower pursuant to the  
foregoing, the Agent shall, at the request of the Required Banks,  
proceed to protect and enforce its rights by suit in equity,  
action at law and/or other appropriate proceeding, whether for  
the specific performance of any covenant or agreement contained  
in this Agreement or any instrument pursuant to which the  
obligations of the Borrower to the Banks hereunder are evidenced,  
and, if such amount shall have become due, by declaration or  
otherwise, proceed to enforce the payment thereof or any other  
legal or equitable right of the Banks hereunder and under the  
Pledge Agreement.  No remedy conferred upon the Banks herein and  
in the Pledge Agreement is intended to be exclusive of any other  
remedy and each and every remedy shall be cumulative and shall be  
in addition to every other remedy given hereunder or now or  
hereafter existing at law or in equity or by statute or any other  
provision of law. 
 
	Section 7.  SET-OFF.  Regardless of the adequacy of any  
collateral, any deposits, balances or other sums credited by or  
due from any Bank or any of their branch offices to the Borrower,  
other than participations in loans that may have been purchased  
by the Borrower from such Bank, may, at any time and from time to  
time after the occurrence and during the continuation of an Event  
of Default hereunder, without notice to the Borrower or  
compliance with any other condition precedent now or hereafter  
imposed by statute, rule of law, or otherwise (all of which are  
hereby expressly waived) be set off, appropriated, and applied by  
such Bank against any and all Obligations of the Borrower to such  
Bank in such manner as such Bank in its sole discretion may  
determine, and the Borrower hereby grants such Bank a continuing  
security interest in such deposits, balances or other sums for  
the payment and performance of all Obligations.  Each Bank agrees  
with the other Banks that (a) if an amount to be set off is to be  
applied to Indebtedness of the Borrower to such Bank other than  
the Obligations, such amount shall be applied first to the  
Obligations and the excess, if any, may be applied to such other  
Indebtedness and (b) if such Bank shall receive from the  
Borrower, whether by voluntary payment, exercise of the right of  
setoff, counterclaim, cross action, enforcement of the  
Obligations of the Borrower owed to such Bank by proceedings  
against the Borrower at law or in equity or by proof thereof in  
bankruptcy, reorganization, liquidation, receivership or similar  
proceedings, or otherwise, and shall retain and apply to the  
payment of the Obligations of the Borrower owed to such Bank any  
amount in excess of its ratable portion of the payments received  
by all Banks, such Bank will make such disposition and  
arrangement with the other Banks with respect to such excess,  
either by way of participation, distribution, assignment of  
claims, subrogation or otherwise as shall result in each Bank's  
receiving in respect of the Obligations of the Borrower owed to  
it, its ratable portion; provided, however, that if all or any  
part of such excess payment is thereafter recovered from such  
Bank, such disposition and arrangements shall be rescinded and  
the amount restored to the extent of such recovery, but without  
interest.  As used in this Section, "ratable" shall refer to the  
proportion that each Bank's Loans bears to the aggregate of all  
Banks' Loans. 
 
	Section 8.  EXPENSES.  Whether or not the transactions  
contemplated hereby are consummated, the Borrower agrees to  
reimburse the Agent upon demand for all reasonable expenses,  
including but not limited to reasonable attorneys' fees and  
disbursements (and the allocated costs of in-house counsel for  
the Agent), incurred or expended in connection with the  
preparation or interpretation of this Agreement or any amendment  
hereof; and the Borrower further agrees to reimburse each Bank  
upon demand for all reasonable expenses, including but not  
limited to reasonable attorneys' fees and disbursements (and the  
allocated costs of in-house counsel) incurred or expended in  
connection with the enforcement of any obligations or the  
satisfaction of any indebtedness of the Borrower hereunder, or in  
connection with any litigation, legal proceeding or dispute  
hereunder in any way related to such Bank's relationship  
hereunder. 
 
	Section 9.  SURVIVAL OF COVENANTS, ETC.  All covenants,  
agreements, representations and warranties made herein and in the  
other Loan Documents or in any documents or other papers  
delivered by, or on behalf of, the Borrower pursuant hereto shall  
be deemed to have been relied upon by the Banks, notwithstanding  
any investigation heretofore or hereafter made by it, and shall  
survive the making by the Banks of the Loans, as herein  
contemplated, and shall continue in full force and effect so long  
as any amount due under this Agreement remains outstanding and  
unpaid or any Bank has any obligation to make any Loans  
hereunder.  All statements contained in any certificate, document  
or other paper delivered by any authorized person to the Agent or  
any Bank at any time by or on behalf of the Borrower pursuant  
hereto or in connection with the transactions contemplated hereby  
shall constitute representations and warranties by the Borrower  
hereunder. 
 
	Section 10.  INDEMNIFICATION.  The Borrower agrees to  
indemnify and hold harmless each Bank from and against any and  
all claims, actions and suits whether groundless or otherwise,  
and from and against any and all liabilities, losses, damages and  
expenses of every nature and character arising out of this  
Agreement or the transactions evidenced hereby; provided that no  
Bank shall have the right to be indemnified hereunder with  
respect to any such claims, actions, suits, liabilities, losses,  
damages and expenses to the extent arising as a result of its own  
gross negligence or willful misconduct; and provided, further  
that if the Borrower shall exercise its right to participate in  
the resolution of any dispute, as contemplated in the following  
sentence, the Borrower shall not be liable for any settlement,  
compromise or consent to the entry of any order adjudicating or  
otherwise disposing of any claim, action, suit, liability, loss,  
damage or expense effected without the consent of the Borrower.   
Should any claim be made by a person not a party to this  
Agreement with respect to any matter to which the foregoing  
indemnity relates, the affected Bank shall promptly notify the  
Agent, which shall forthwith notify the Borrower of any such  
claim, and the Borrower shall have the right to direct and  
control the defense of such claim or any litigation based thereon  
at its own expense through counsel of its own choosing, without  
becoming a party to such litigation. 
 
 
	Section 11.  EFFECT OF AGREEMENT; SUCCESSORS AND ASSIGNS. 
	(a)  This Agreement shall be binding upon and inure to the  
benefit of the Borrower, the Agent and the Banks and their  
respective successors and assigns; provided that the Borrower may  
not assign or transfer its rights hereunder without the prior  
written consent of all of the Banks. 
 
	(b)	Any Bank may (i) without the consent of the Agent or  
the Borrower if the proposed assignee is a Bank hereunder or (ii)  
otherwise with the consent of the Agent and the Borrower, which  
consent shall not be unreasonably withheld or delayed, assign to  
one or more assignees (each, an "Assignee") all or a portion of  
such Bank's interests, rights and obligations under this  
Agreement and the other Loan Documents, its Commitment Amount and  
the Loans at the time owing to it; provided, however, that (y)  
the aggregate Commitment Amount and Loans subject to each such  
assignment (determined as of the date the Assignment and  
Acceptance Agreement referred to in the following clause (z) with  
respect to such assignment is delivered to the Agent) shall not  
be less than $5,000,000, and (z) the parties to each such  
assignment shall execute and deliver to the Agent an "Assignment  
and Acceptance Agreement", substantially in the form of Exhibit D  
hereto, and a processing and recordation fee of $2,500.  Upon  
acceptance and recording pursuant to subsection (d) of this  
Section 11, from and after the effective date specified in each  
Assignment and Acceptance Agreement (which effective date shall  
be at least five Business Days after the execution thereof) (A)  
the Assignee shall be a party hereto and, to the extent provided  
in such Assignment and Acceptance Agreement, have the rights and  
obligations of a Bank under this Agreement and (B) the assigning  
Bank shall, to the extent provided in such assignment, be  
released from its obligations under this Agreement (and, in the  
case of an Assignment and Acceptance Agreement covering all or  
the remaining portion of an assigning Bank's rights and  
obligations under this Agreement, such Bank shall cease to be a  
party hereto but shall continue to be entitled to the benefits of  
Section 10, as well as to any fees accrued for its account  
hereunder and not yet paid). 
 
	(c)	The Agent shall maintain at its head office in Boston,  
Massachusetts a copy of each Assignment and Acceptance Agreement  
delivered to it and a register for the recordation of the name  
and address of each Bank, and the Commitment Amount of, and  
principal amount of the Loans owing to, each Bank from time to  
time.  The entries in such register shall be conclusive in the  
absence of manifest error and the Borrower, the Agent, and the  
Banks may treat each person whose name is recorded in the  
Register as a Bank for all purposes of this Agreement.  Such  
register shall be available for inspection by the Borrower and  
the Banks, at any reasonable time upon reasonable prior notice. 
 
	(d)	Upon its receipt of a completed Assignment and  
Acceptance Agreement executed by an assigning Bank and an  
Assignee together with the processing and recordation fee  
referred to in subsection (b) above, the Agent shall (i) accept  
such Assignment and Acceptance Agreement, (ii) record the  
information contained therein in the register referred to in  
subsection (c) and (iii) give prompt notice thereof to the  
Borrower. 
 
	(e)	Each Bank may, without the consent of the Borrower or  
the Agent, sell to one or more entities participations in all or  
a portion of its interests, rights and obligations under this  
Agreement and the other Loan Documents (including all or a  
portion of its Commitment Amount and the Loans owing to it);  
provided, however, that (i) such Bank's obligations under this  
Agreement shall remain unchanged, (ii) such Bank shall remain  
solely responsible to the other parties hereto for the  
performance of such obligations, and (iii) the Agent and such  
Bank shall continue to deal solely and directly with such Bank in  
connection with such Bank's rights and obligations under this  
Agreement, and such Bank shall retain the sole right to enforce  
the obligations of the Borrower relating to the Loans and to  
approve any amendment, modification or waiver of any provision of  
this Agreement (other than amendments, modifications or waivers  
with respect to the matters set forth in Section 18 requiring the  
consent of all of the Banks). 
 
	(f)	Each Bank may at any time pledge or assign all or any  
portion of its rights under this Agreement to a Federal Reserve  
Bank, and the Borrower agrees to issue to such Bank at such  
Bank's request a promissory note in form and substance reasonably  
satisfactory to such Bank to facilitate such pledge or  
assignment.  No such pledge or assignment shall release such Bank  
from its obligations hereunder. 
 
	Section 12.  NOTICES, ETC.  Except as otherwise expressly  
provided in this Agreement, all notices and other communications  
made or required to be given pursuant to this Agreement shall be  
in writing and shall be delivered by hand, mailed by United  
States first class mail, postage prepaid, by accepted express  
mail service, postage prepaid, or sent by telegraph, telex or  
such Bank's facsimile transmission and confirmed by letter,  
addressed as follows: 
 
(a)	if to the Borrower, at: 
 
		Belmont Fund, L.P. 
		c/o Fidelity Management Trust Company 
		Mailzone F7E 
		82 Devonshire Street 
		Boston, MA  02109 
		Facsimile:  (617) 570-7458 
 
		Attention:  Portfolio Manager 
 
	and with a copy to: 
 
		Fidelity Management Trust Company 
		Mailzone N8A 
		82 Devonshire Street 
		Boston, MA  02109 
		Facsimile:  (617) 227-3893 
 
		Attention:  Manager Trust Operations 
 
 
	and with a copy to: 
 
		Judy K. Mencher, Esq. 
		Associate General Counsel 
		Fidelity Investments 
		Mailzone F7D 
		82 Devonshire Street 
		Boston, MA  02109 
		Facsimile:  (617) 570-7688 
 
or at such other address for notice as the Borrower shall  
last have furnished in writing to the Agent; or 
 
(b)	if to the Agent, at 
 
	[            ] 
	[            ] 
	Boston, Massachusetts [     ] 
	Facsimile:  [         ] 
 
	Attention:  [         ] 
 
or at such other address for notice as the Agent shall last  
have furnished in writing to the Borrower; or  
 
(c) if to any Bank, to the address set forth beneath the  
name of such Bank on the signature pages hereof, or in the  
Assignment and Acceptance Agreement applicable thereto, or  
at such other address for notice as any Bank shall last have  
furnished in writing to the Agent and the Borrower. 
 
Any such notice shall be deemed to have been duly given or made  
and to have become effective (a) if delivered by hand to a  
responsible officer of the party to which it is directed, at the  
time of receipt thereof by such officer, (b) if sent by  
registered or certified first class mail, postage prepaid, three  
Business Days after the posting thereof, (c) if sent by accepted  
express mail service, postage prepaid, one Business Day after  
posting thereof, and (d) if sent by facsimile transmission, telex  
or cable, at the time of receipt of any automatic answer-back or  
other similar acknowledgment of receipt thereof. 
 
	Section 13.  GOVERNING LAW; CONSENT TO JURISDICTION.  This  
Agreement is intended to take effect as a sealed instrument and  
shall be governed by, and construed in accordance with, the laws  
of The Commonwealth of Massachusetts.  The Borrower agrees that  
any suit for the enforcement of this Agreement or any of the  
other Loan Documents may be brought in the courts of The  
Commonwealth of Massachusetts or any Federal Court sitting  
therein and consents to the non-exclusive jurisdiction of such  
court and to service of process in any such suit being made upon  
the Borrower by mail at the address specified in Section 12  
hereof.  The Borrower hereby waives any objection that it may now  
or hereafter have to the venue of any such suit or any such court  
or that such suit was brought in an inconvenient court. 
 
	Section 14.  THE AGENT. 
 
	Section 14.1.  Appointment, Powers and Immunities.  Each  
Bank hereby appoints and authorizes the Agent to act as its agent  
hereunder and under the other Loan Documents (including, without  
limitation, the authorization to enter into the Loan Documents as  
agent on behalf of the Banks and to bind the Banks to the terms  
thereof) with such powers as are specifically delegated to the  
Agent by the terms of this Agreement and the other Loan  
Documents, together with such other powers as are reasonably  
incidental thereto.  The Agent (which term as used in this  
sentence and in Section 14.4 hereof and the first sentence of  
Section 14.5 hereof shall include reference to its officers,  
directors, employees and agents):  (i) shall have no duties or  
responsibilities except those expressly set forth in this  
Agreement and the other Loan Documents, and shall not by reason  
of this Agreement or any other Loan Document be a trustee for any  
Bank; (ii) shall not be responsible to the Banks for any  
recitals, statements, representations or warranties of the  
Borrower or any other Person contained in this Agreement or in  
any other Loan Document or in any certificate or other document  
received by any of them hereunder or thereunder, or for the  
value, validity, effectiveness, genuineness, enforceability or  
sufficiency of this Agreement or any other Loan Document or for  
any failure by the Borrower or any other person or entity to  
perform any of its obligations hereunder or thereunder, or for  
the satisfaction of any condition precedent specified in Section  
3 hereof (except receipt of documents required to be delivered to  
the Agent hereunder); (iii) shall not be required to initiate or  
conduct any litigation or collection proceedings hereunder or  
under any other Loan Document unless it shall have been so  
directed by the Required Banks; and (iv) shall not be responsible  
for any action taken or omitted to be taken by it hereunder or  
under any other Loan Document, except for its own gross  
negligence or willful misconduct.  The Agent may employ agents  
and attorneys-in-fact selected by it in good faith.  The Agent  
may deem and treat each Bank as the party entitled to receive any  
amounts hereunder for all purposes hereof unless and until a  
written notice of the assignment or transfer thereof shall have  
been filed with the Agent. 
 
	Section 14.2.  Reliance by Agent.  The Agent shall be  
entitled to rely upon any certificate, notice or other  
communication (including any thereof by telephone, telex,  
telegram or cable) reasonably and in good faith believed by it to  
be genuine and correct and to have been signed or sent by or on  
behalf of the proper person or entity, and upon advice and  
statements of legal counsel, independent accountants and other  
experts selected by the Agent.  As to any matters not expressly  
provided for by this Agreement or any other Loan Document, the  
Agent shall in all cases be fully protected in acting, or in  
refraining from acting, hereunder in accordance with instructions  
signed by the Required Banks, and such instructions of the  
Required Banks and any action taken or failure to act pursuant  
thereto shall be binding on all of the Banks. 
 
	Section 14.3.  Defaults.  The Agent shall not be deemed to  
have knowledge of the occurrence of a Default or an Event of  
Default (other than the non-payment of principal of or interest  
on Loans or the non-payment of any fees payable hereunder) unless  
the Agent has received notice from a Bank or the Borrower  
specifying such Default or Event of Default and stating that such  
notice is a "Notice of Default".  In the event that the Agent  
receives such a notice of the occurrence of a Default or an Event  
of Default, the Agent shall give prompt notice thereof to the  
Banks (and shall give each Bank prompt notice of each such non- 
payment).  The Agent shall (subject to Sections 14.1 and 14.5  
hereof) take such action with respect to such Default or Event of  
Default as shall be directed by the Required Banks; provided,  
however, that unless and until the Agent shall have received such  
directions, the Agent may (but shall not be obligated to) take  
such action, or refrain from taking such action, with respect to  
such Default or Event of Default as it shall deem advisable in  
the best interest of the Banks. 
 
	Section 14.4.  Indemnification.  The Banks agree to  
indemnify the Agent (to the extent not reimbursed under Section  
10 hereof, but without limiting the obligations of the Borrower  
under said Section 10 hereof), ratably in accordance with the  
aggregate principal amount of the Loans made by the Banks (or, if  
no Loans are at the time outstanding, ratably in accordance with  
their respective Commitment Amounts), for any and all  
liabilities, obligations, losses, damages, penalties, actions,  
judgments, suits, costs, expenses or disbursements of any kind  
and nature whatsoever which may be imposed on, incurred by or  
asserted against the Agent in any way relating to or arising out  
of this Agreement or any of the other Loan Documents or the  
transactions contemplated hereby (including, without limitation,  
the costs and expenses which the Borrower is obligated to pay  
under Section 10 hereof) or thereby or the enforcement of any of  
the terms hereof or thereof, provided that no Bank shall be  
liable for any of the foregoing to the extent they arise from the  
gross negligence or willful misconduct of the Agent. 
 
	Section 14.5.  Agent and Affiliates.  With respect to its  
Commitment Amount and the Loans made by it, the Agent shall have  
the same rights and powers under the Loan Documents as any other  
Bank and may exercise the same as though it were not the Agent;  
and the term "Bank" or "Banks" shall, unless otherwise expressly  
indicated, include the Agent in its capacity as a Bank.  
[           ] shall have no duty to disclose to the other Banks  
any information obtained by it in its capacity as a Bank as  
opposed to any information obtained by it in its capacity as the  
Agent.  [             ] and its affiliates may accept deposits  
from, lend money to, act as trustee under indentures of, and  
generally engage in any kind of business with, the Borrower and  
any person or entity that may do business with or own securities  
of the Borrower, all as if [                ] were not the Agent  
hereunder and without any duty to account therefor to the Banks. 
 
	Section 14.6.  Non-reliance on Agent.  Each Bank (and each  
successor and assignee thereof) agrees that it has, independently  
and without reliance on the Agent or any other Bank, and based on  
such documents and information as it has deemed appropriate, made  
its own credit analysis and evaluation of the Borrower and its  
Subsidiaries and filings relating thereto, the manner of  
perfection of the security interest in any collateral provided  
hereunder and under the Pledge Agreement and its own decision to  
enter into the Loan Documents and make the Loans and that it  
will, independently and without reliance upon the Agent or any  
other Bank, and based on such documents and information as it  
shall deem appropriate at the time, continue to make its own  
analysis and decisions in taking or not taking action under the  
Loan Documents.  The Agent shall not be required to keep itself  
informed as to the performance or observance by the Borrower of  
this Agreement or the other Loan Documents or to inspect the  
properties or books of any party.  Except for notices, reports  
and other documents and information expressly required to be  
furnished to the Banks by the Agent hereunder or under the other  
Loan Documents, the Agent shall not have any duty or  
responsibility to provide any Bank with any credit or other  
information concerning the affairs, financial condition or  
business of the Borrower that may come into the possession of the  
Agent or any of its affiliates as a result of its or their  
independent dealings with the Borrower; provided that the Agent  
shall endeavor to provide the Banks with such other information  
as it may receive in its capacity as Agent hereunder. 
 
	Section 14.7.  Failure to Act.  Except for action expressly  
required of the Agent hereunder or under any other Loan Document,  
the Agent shall in all cases be fully justified in failing or  
refusing to act hereunder or thereunder unless it shall be  
indemnified to its satisfaction by the Banks against any and all  
liability and expense which may be incurred by it by reason of  
taking or continuing to take any such action. 
 
	Section 14.8.  Resignation or Removal of Agent.  Subject to  
the appointment and acceptance of a successor Agent as provided  
below, the Agent may resign at any time by giving notice thereof  
to the Banks and the Borrower; and the Agent may be removed at  
any time with or without cause by the Required Banks.  Upon any  
such resignation or removal, the Required Banks shall have the  
right to appoint a successor Agent reasonably satisfactory to the  
Borrower.  If no such successor Agent shall have been so  
appointed by the Required Banks and shall have accepted such  
appointment within 30 days after the retiring Agent's giving of  
notice of resignation or the Required Banks' removal of the  
retiring Agent, then the retiring Agent may, on behalf of the  
Banks, appoint a successor agent reasonably satisfactory to the  
Borrower, which shall be a bank which has an office in the United  
States of America with a combined capital and surplus of at least  
$500,000,000.  Upon the acceptance of any appointment as Agent  
hereunder by a successor Agent, such successor Agent shall  
thereupon succeed to and become vested with all the rights,  
powers, privileges and duties of the retiring Agent, and the  
retiring Agent shall be discharged from its duties and  
obligations hereunder and under the other Loan Documents.  After  
any retiring Agent's resignation or removal hereunder as Agent,  
the provisions of this Section 14 shall continue in effect of its  
benefit in respect of any actions taken or omitted to be taken by  
it while it was acting as the Agent. 
 
	Section 15.  MISCELLANEOUS.  The rights and remedies herein  
expressed are cumulative and not exclusive of any other rights  
that the Banks or the Borrower, as the case may be, would  
otherwise have.  The captions in this Agreement are for  
convenience of reference only and shall not define or limit the  
provisions hereof.  This Agreement and any amendment hereof may  
be executed in several counterparts and by each party on a  
separate counterpart, each of which when so executed and  
delivered shall be an original, but all of which together shall  
constitute one instrument.  In proving this Agreement, it shall  
not be necessary to produce or account for more than one such  
counterpart signed by the party against whom enforcement is  
sought. 
 
	Section 16.  SEVERABILITY.  If any of the provisions of this  
Agreement or the application thereof to any party hereto or to  
any person or entity or circumstance is held to be invalid,  
illegal or unenforceable in any respect, such invalidity,  
illegality or unenforceability shall not affect any other term or  
provision hereof or thereof or the application thereof to any  
other party hereto or to any other person or entity or  
circumstance. 
 
	Section 17.  ENTIRE AGREEMENT, ETC.  This Agreement,  
together with the other Loan Documents and any other documents  
executed in connection herewith and therewith expresses the  
entire understanding of the parties with respect to the  
transactions contemplated hereby.  Neither this Agreement nor any  
term hereof may be changed, waived, discharged or terminated  
orally or in writing, except as provided in Section 18 hereof. 
 
	Section 18.  CONSENTS, AMENDMENTS, WAIVERS, ETC.  (a) Except  
as otherwise expressly provided in this Agreement, any consent or  
approval required or permitted by this Agreement to be given by  
the Banks may be given, and any term of this Agreement or of any  
other instrument related hereto or mentioned herein may be  
amended, and the performance or observance by the Borrower of any  
terms of this Agreement or such other instrument or the  
continuance of any Default or Event of Default or any condition  
or term hereof may be waived (either generally or in a particular  
instance and either retroactively or prospectively) with, but  
only with, the written consent of the Borrower and the written  
consent of the Agent or the requisite number of Banks, as  
provided in the immediately following sentence.  The Agent shall  
not, without the prior written consent of the Required Banks,  
agree to the modification, amendment, waiver or release of any of  
the terms of this Agreement, the Pledge Agreement, the Collateral  
Agency Agreement or the Obligations, or any other document  
relative thereto, to consent to any action or failure to act by  
the Borrower, and to exercise or refrain from exercising any  
powers or rights which the Lenders may have under or in respect  
of this Agreement, the Pledge Agreement, the Collateral Agency  
Agreement or the Obligations or any collateral therefor,  
including, without limitation, the right to enforce the  
obligations of the Borrower or any other party; provided that the  
Agent shall not, without the prior written consent of the all of  
the Banks, agree (i) to increase the Commitment Amounts; (ii) to  
reduce or forgive the principal of or reduce the rate of interest  
on any Loan or postpone any date fixed for any payment of  
principal of or interest on any Loan; (iii) to reduce any fee  
payable under this Agreement or release any collateral granted or  
to be granted in respect of the Obligations; (iv) to any  
amendment, modification or waiver of the definition of "Required  
Banks", Section 2.8(b), 2.11, 2.12, 2.15, 7 or this Section 18;  
or (v) to agree to permit the Borrower to change in any material  
manner its operations or any material provision of the Management  
Agreement or the Partnership Agreement; and provided, further  
that the Agent's consent shall be required for any such  
modification, waiver, release or amendment that would affect the  
rights and liabilities of the Agent.  The Agent shall be fully  
protected in refraining from acting in accordance with, and each  
Lender shall be bound by, the withholding of consent by the Banks  
or Required Banks, as applicable. 
 
	(b)	No waiver shall extend to or affect any obligation not  
expressly waived or impair any right consequent thereon.  No  
course of dealing or delay or omission on the part of the Agent  
or any Bank in exercising any right shall operate as a waiver  
thereof or otherwise be prejudicial thereto.  No notice to the  
Borrower shall entitle the Borrower to other or further notice in  
similar or other circumstances. 
 
	Section 19.  WAIVER OF JURY TRIAL.  THE BANKS AND THE  
BORROWER AGREE THAT NONE OF THEM NOR ANY ASSIGNEE OR SUCCESSOR  
SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,  
COUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF,  
THIS AGREEMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR  
AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION  
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT  
BEEN WAIVED.  THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY  
DISCUSSED BY THE BANKS AND THE BORROWER, AND THESE PROVISIONS  
SHALL BE SUBJECT TO NO EXCEPTIONS.  NEITHER ANY BANK NOR THE  
BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE  
PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL  
INSTANCES. 
 
	IN WITNESS WHEREOF, each of the parties hereto has caused  
this Agreement to be duly executed as an instrument under seal by  
its duly authorized officer as of the date first written above. 
 
	BELMONT FUND, L.P. 
 
	By: Fidelity Management Trust Company, 
	    pursuant to a Power of Attorney for 
	    Fidelity International Services 
	    Limited, Managing General Partner 
 
	By:____________________________________ 
	Title:_________________________________ 
 
	[                      ], as Agent 
 
 
	By:____________________________________ 
	Title:_________________________________ 
 
 
COMMITMENT AMOUNT	[                ] 
$40,000,000	[                ] 
	Boston, Massachusetts  [    ] 
 
 
	By:____________________________________ 
	Title:_________________________________ 
 
 
COMMITMENT AMOUNT	[                ] 
$10,000,000	[                ] 
	New York, New York  [     ] 
 
 
	By:____________________________________ 
	Title:_________________________________ 
 
 
COMMITMENT AMOUNT	[                ] 
$10,000,000	[                ] 
	[                ] 
	New York, New York  [     ] 
 
 
	By:____________________________________ 
	Title:_________________________________ 
 
TOTAL COMMITMENT AMOUNTS:  $60,000,000 
 
 
 
BELMONT FUND, L.P. 
 
AMENDED AND RESTATED CREDIT AGREEMENT 
 
Amendment No. 1 
 
 
	This Agreement dated as of August 17, 1994 (the "Agreement")  
is among Belmont Fund, L.P., a Bermuda limited partnership (the  
"Company"), the Banks party hereto and 
[               ], as agent for itself and the other Banks.  The  
parties agree as follows: 
 
1.	Reference to Credit Agreement; Definitions.  Reference is  
made to the Amended and Restated Credit Agreement dated as of  
April 11, 1994, as in effect on the date hereof prior to giving  
effect to this Agreement (the "Credit Agreement"), among the  
Company, the Banks from time to time party thereto and the Agent.   
Terms defined in the Credit Agreement as amended hereby (the  
"Amended Credit Agreement") and not otherwise defined herein are  
used herein with the meaning so defined. 
 
2.	Effectiveness.  Upon the execution and delivery hereof, the  
amendments set forth in Section 3 shall become effective as of  
August 17, 1994; provided, however, that if the Commitment Expiry  
Date is extended pursuant to Section 2.4 (d) of the Credit  
Agreement, the amendments set forth in Sections 3.1.2, 3.2 and  
3.3. hereof shall cease to  be effective on December 30, 1994 and  
the provisions of the Credit Agreement which were amended thereby  
shall revert and read the same as said provisions read  
immediately prior to the effectiveness of the amendments set  
forth in said Sections 3.1.2, 3.2 and 3.3 and on and after  
December 30, 1994 the aggregate Commitment Amount of all Banks  
shall be reduced to $60,000,000, pro rata in accordance with each  
Bank's Commitment Amount immediately prior to the effectiveness  
of this Agreement. 
 
3.	Amendments to Credit Agreement. 
 
		3.1.	Amendment to Section 1.1. 
 
			3.1.1.	The definition of "Commitment Amount" is  
hereby amended to read in its entirety as follows: 
 
	"Commitment Amount.  The maximum amount of each Bank's  
commitment to make Loans to the Borrower is as set forth  
next to the name of each Bank on Exhibit A to Amendment  
Number 1 to this Agreement (adjusted as set forth on said  
Exhibit A and as adjusted from time to time pursuant to  
Section 11 hereof).  The aggregate amount of all Banks'  
Commitment Amount shall be $85,000,000 upon the  
effectiveness of Amendment Number 1 to this Agreement as the  
same may be reduced from time to time pursuant to Section  
2.4 hereof or pursuant to Section 2 of Amendment Number 1 to  
this Agreement, or be terminated pursuant to Section 2.4 or  
Section 6.1 hereof." 
 
			3.1.2.	The definition of "Maximum Amount" is  
hereby amended to read in its entirety as follows: 
 
	"Maximum Amount.  With respect to the Borrower, and on any  
date of determination, an amount equal to the least of (i)  
$85,000,000, or (ii) 33% of the value of the Borrower's  
total assets at such time, or (iii) the maximum amount the  
Borrower is permitted to borrow hereunder at such time  
under: 
 
		(a)	applicable federal or state laws, statutes  
and regulations; 
 
		(b)	agreements (whether or not having the force  
of law) by the Borrower with federal, state, local or  
foreign governmental agencies, authorities or  
regulators, as more particularly described in Part 1 of  
Schedule I hereto, as amended and in effect from time  
to time; or 
 
		(c)	limitations on borrowing adopted by the  
Borrower and described in the Partnership Agreement or  
elsewhere, as more particularly described in Part 2 of  
Schedule I hereto, as amended and in effect from time  
to time." 
 
		3.2.	Amendment to Section 5.11.  The proviso at the end  
of Section 5.11 is hereby amended by substituting the figure  
"33%" for the figure "25%" appearing therein and by  
substituting the figure "25%" for the figure "20%" appearing  
therein. 
 
		3.3.	Amendment to Clause (ii) of Section 5.12.  Clause  
(ii) of Section 5.12 is hereby amended by substituting the  
figure "25%" for the figure "20%" appearing therein. 
 
		3.4.	Deletion of Clause (iii) of Section 5.12.  Clause  
(iii) of Section 5.12 is hereby deleted, the word "or"  
appearing immediately prior to said clause (iii) is hereby  
moved immediately prior to clause (ii) of Section 5.12 and a  
period is substituted for the semicolon appearing at the end  
of said clause (ii). 
 
4.	Representations and Warranties.  In order to induce the  
Banks and the Agent to enter in to this Agreement, the Borrower  
hereby represents and warrants that after giving effect to the  
amendments provided for in this Agreement, the representations  
and warranties set forth in Section 4 of the Amended Credit  
Agreement are true and correct on and as of the date hereof. 
 
5.	Amendment Fee.  Upon the effectiveness hereof, the Company  
will pay (a) to each of the Banks for its account an amendment  
fee equal to .1% of each Bank's Commitment Amount set forth in  
the first column of Exhibit A and (b) to the Agent for its  
account an Agent's fee based on the increase in the Banks'  
aggregate Commitment Amounts giving effect to this Agreement for  
the period from the date hereof to and including December 30,  
1994. 
 
6.	Closing Documents.  The effectiveness of this Agreement  
shall be conditioned upon the receipt by the Agent of such  
documents as the Agent may reasonably request in order to  
evidence the due execution, delivery, enforceability and legality  
of this Agreement and the Amended Credit Agreement, including  
Federal Reserve Board Forms U-1 and opinions of counsel addressed  
to the Banks. 
 
7.	Miscellaneous.  This Agreement may be executed in any number  
of counterparts, which together shall constitute one instrument,  
and shall bind and inure to the benefit of the parties and their  
respective successors and assigns, including as such successors  
and assigns all holders of any Note.  THIS AGREEMENT SHALL BE  
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (OTHER THAN  
THE CONFLICT OF LAWS RULES) OF THE COMMONWEALTH OF MASSACHUSETTS.