exv4w2





Exhibit
4.2(g)



AMENDMENT NO. 7 dated as of February 6, 2009 (this
“Amendment”) to the LOAN AND SECURITY AGREEMENT dated as of
July 15, 2003, as amended by Amendment No. 1 dated as of
March 16, 2004, Amendment No. 2 dated as of August 3, 2004,
Amendment No. 3 dated as of October 28, 2004, Amendment No. 4
dated as of June 30, 2006, Amendment No. 5 dated as of
December 1, 2006 and Amendment No. 6 dated as of May 9, 2007
(as the same may be further amended, supplemented or
otherwise modified, renewed or replaced from time to time,
the “Credit Agreement”), by and among BELCREST CAPITAL FUND
LLC, a Massachusetts limited liability company (the
“Borrower”), the Lenders referred to therein, Merrill Lynch
Mortgage Capital, Inc., a Delaware corporation, as agent (the
“Agent”) and Merrill Lynch Capital Services, Inc., a Delaware
corporation (the “Swap Provider”).



     WHEREAS, on July 15, 2003, the Borrower, the Lenders, the Agent and the Swap Provider entered
into the Credit Agreement pursuant to which the Lenders made available to the Borrower a revolving
credit facility in the aggregate principal amount of $138,000,000, which was subsequently decreased
to $43,000,000;



     WHEREAS, the Borrower has requested the Required Lenders to increase the amount of the
revolving credit facility by $40,000,000 to an aggregate principal amount of $83,000,000;



     WHEREAS, the Borrower has requested and the Required Lenders have agreed, subject to the terms
and conditions of this Amendment, to amend certain provisions of the Credit Agreement, as set forth
herein;



     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 definition in its entirety to read as follows:



          “‘Maximum Loan Amount’ shall mean $83,000,000.”




     (B) Schedule 1.1 of the Credit Agreement is hereby amended by deleting the figure
“$43,000,000” and inserting the figure “$83,000,000” in lieu 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 Agent shall have received executed counterparts of this Amendment which, when taken
together, bear the signatures of the Required Lenders and the Borrower;



     (B) the Agent shall have received a new Note executed by the Borrower in an aggregate
principal amount of $83,000,000 to be exchanged for and replace the prior Note delivered by the
Borrower in an aggregate principal amount of $43,000,000;



     (C) the Borrower shall have received from the Agent the prior Note in an aggregate principal
amount of $43,000,000 for cancellation;



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



     (E) the Agent shall have received such other documents as the Agent may reasonably request;
and



     (F) all legal matters incident to this Amendment shall be satisfactory to counsel to the
Agent.



     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.



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




	 	 	 	 	 	 	 
	 	 	Borrower:	 	 
	 
	 	 	 	 	 	 
	 	 	BELCREST CAPITAL FUND LLC, as Borrower	 	 
	 
	 	 	 	 	 	 
	 	 	By: EATON VANCE MANAGEMENT, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William R. Cross	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William R. Cross	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	Address:
	 	The Eaton Vance Building

255 State Street

Boston, Massachusetts 02109
	 	 
	 	 	Telephone No.: (617) 482-8260
	 	 
	 	 	Telecopier No.: (617) 482-3836	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH MORTGAGE CAPITAL, INC.,	 	 
	 	 	individually and as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James Cason	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	James Cason	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 

	 	Address:
	 	4 World Financial Center

10th Floor

New York, New York 10080
	 	 
	 	 	Telephone No.: (212) 449-7330
	 	 
	 	 	Telecopier No.: (212) 449-6673	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Swap Provider:	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL SERVICES, INC.,
	 	 
	 	 	as Swap Provider	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ C. Hass	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	C. Hass	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 

	 	Address:
	 	4 World Financial Center

12th Floor

New York, New York 10080
	 	 
	 	 	Telephone No.: (212)449-8169
	 	 
	 	 	Telecopier No.: (212) 449-6993