|EXHIBIT
  4.1(a)
|----------------

AMENDMENT NO. 1 dated as of December 15, 2005 (this
Amendment) to the LOAN AND
SECURITY AGREEMENT dated as of June 30, 2003 (as the same may be amended,
supplemented or otherwise modified, renewed or replaced from time to time, the
Credit Agreement), by and
between BELMAR CAPITAL FUND LLC, a Delaware limited liability company (the
Borrower) and DRKW HOLDINGS,
INC., a Delaware corporation, as lender (the Lender).

WHEREAS, on June 30, 2003,
the Borrower and the Lender entered into the Credit Agreement pursuant to which
the Lender made available to the Borrower a term loan in the aggregate principal
amount of $581,500,000;

WHEREAS, the Borrower and
the Lender have mutually agreed, subject to the terms and conditions of this
Amendment, to amend certain provisions of the Credit Agreement, as set forth
herein, in order to clarify certain definitions;

WHEREAS, after giving
effect to all prepayments made in accordance with Section 2.8 of the Credit
Agreement, an aggregate principal amount of $290,000,000 is outstanding as of
the date hereof;

NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows:

SECTION 1.Amendments. Subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, the
Credit Agreement is hereby amended as of the Effective Date (as defined in
Section 3 hereof) as follows:

(A)Article 1 of the Credit Agreement is hereby
amended by amending and restating the following definitions in their entirety to
read as follows:

Designated Funds shall include Belair Capital
Fund LLC, Belcrest Capital Fund LLC, Belshire Capital Fund LLC, Belvedere Equity
Fund LLC, Belrose Capital Fund LLC, Belport Capital Fund LLC and Belterra
Capital Fund LLC.

Overflow Agreement shall mean the Loan and
Security Agreement, dated June 30, 2003, by and among the Overflow Agent, the
Lenders referred to therein, the Swap Provider and the Borrower, as may be
amended from time to time in accordance with the terms thereof.

SECTION 2.Representations and Warranties.
The Borrower hereby represents and warrants that:

(A)after giving effect to this Amendment, the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on and as of the date hereof as if such
representations and warranties had been made on and as of the date hereof
(except to the extent that any such representations and warranties specifically
relate to an earlier date); and

(B)after giving effect to this Amendment, no Event of
Default or Default will have occurred and be continuing on and as of the date
hereof.

SECTION 3.Conditions Precedent. The
effectiveness of this Amendment is subject to the satisfaction in full of each
of the conditions precedent set forth in this Section 3 (the date on which all
such conditions have been satisfied being herein called the Effective Date):

(A)the Lender shall have received executed
counterparts of this Amendment which, when taken together, bear the signatures
of the Borrower and the Lender;

(B)the Lender shall have received the written opinion
of counsel to the Borrower, dated the date hereof and addressed to the Lender,
in form and substance satisfactory to counsel to the Lender;

(C)the Lender shall have received such other
documents as the Lender may reasonably request; and

(D)all legal matters incident to this Amendment shall
be satisfactory to counsel to the Lender.

SECTION 4.Miscellaneous.

(A)Capitalized terms used herein and not otherwise
defined herein shall have the meanings as defined in the Credit Agreement.

(B)Except as expressly amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with the original
terms thereof.

(C)The amendments herein contained are limited
specifically to the matters set forth above and do not constitute directly or by
implication an amendment or waiver of any other provision of the Credit
Agreement or any default which may occur or may have occurred under the Credit
Agreement.

(D)This Amendment may be executed in any number of
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one and the same instrument.

(E)This Amendment shall constitute a Fundamental Document.

(F)This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(G)Lender agrees to pay all reasonable expenses incurred by Borrower and the Lender in connection with, or growing out of, the negotiation, preparation, execution and delivery of this
Amendment and any other documentation contemplated hereby, including, but not limited to, the reasonable fees and disbursements of any counsel for the Borrower and the Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be duly executed as of the date
first written above.

Borrower:BELMAR CAPITAL FUND LLC, as BorrowerBy:
    
    EATON VANCE MANAGEMENT, asManagerBy:
    
    
    
    /s/ M. Katherine KreiderName:
    
    M. Katherine KreiderTitle:
    
    Vice PresidentAddress:
    
    The Eaton Vance Building255 State StreetBoston, Massachusetts 02109Telephone No.:
    
    (617) 482-8260Telecopier No.:
    
    (617) 482 3836


Lender:DRKW HOLDINGS, INC., as LenderBy:
    
    /s/ Neil D.
      WinwardName:
    
    Neil D. WinwardTitle:
    
    PresidentAddress:
    
    1301 Avenue of the AmericasNew York, New York 10019Telephone No.:
    
    (212) 969-7909Telecopier No.:
    
    (212) 969-7850


ACKNOWLEDGED AND ACCEPTEDInvestment
      Manager:WELLS FARGO BANK, NATIONALASSOCIATION, successor-by-merger to WellsFargo Bank Minnesota, National Association, asInvestment ManagerBy:
    
    /s/ Joe NardiName:
    
    Joe NardiTitle:
    
    Assistant Vice PresidentAddress:
    
    Sixth Street and Marquette AvenueMAC N9311-161Minneapolis, MN 55479Attention: Corporate TrustServices/Asset-Backed AdministrationTelephone No.:
    
    (612) 667-8058Telecopier No.:
    
    (617) 667-3539