|EXHIBIT 4.1(e)
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| | AMENDMENT NO. 5 dated as of August 24, 2007
(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, as further amended by Amendment
No. 2 dated as of December 15, 2005, as further
amended by Amendment No. 3 dated as of
December 1, 2006, as further amended by
Amendment No. 4 dated as of August 8, 2007 (as
the same may be further amended, supplemented or
otherwise modified, renewed or replaced from time
to time, the Credit Agreement), by and between
BELCREST CAPITAL FUND LLC, a
Massachusetts limited liability company (the
Borrower) and DRESDNER KLEINWORT
HOLDINGS I, INC. (formerly known as DRKW
HOLDINGS, INC.), a Delaware corporation, as
lender (the Lender).
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WHEREAS, on July 15, 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 $722,000,000;

WHEREAS, on March 16, 2004, the Borrower and the Lender entered into Amendment No. 1 to the Credit Agreement pursuant to which the Lender increased the amount of the term loan by an additional $80,000,000 to an aggregate principal amount of $720,000,000;

WHEREAS, on December 1, 2006, the Borrower and the Lender entered into Amendment No. 3 to the Credit Agreement pursuant to which the Lender increased the amount of the term loan by an additional $100,000,000 to an aggregate principal amount of $735,000,000;

WHEREAS, on August 8, 2007, the Borrower and the Lender entered into Amendment No. 4 to the Credit Agreement pursuant to which the Lender decreased the amount of the term loan by $94,000,000 to an aggregate principal amount of $641,000,000;

WHEREAS, the Borrower has requested the Lender to decrease the amount of the term loan by $17,000,000 to an aggregate principal amount of $624,000,000;

WHEREAS, the Borrower has requested and the Lender has 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) Section 2.2(b) of the Credit Agreement is hereby amended by deleting the figure $641,000,000 and inserting the figure $624,000,000 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 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 a new Note executed by the Borrower in an aggregate principal amount of $624,000,000 to be exchanged for and replace the prior Note delivered by the Borrower in an aggregate principal amount of $641,000,000;

(C) the Borrower shall have received from the Lender the prior Note in an aggregate principal amount of $641,000,000 for cancellation;

(D) 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;

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

(F) 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.

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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 BorrowerBy:  EATON VANCE MANAGEMENT, as ManagerBy:               /s/ Andrew FrenetteName:          Andrew FrenetteTitle:            Vice PresidentAddress:     The Eaton Vance Building255 State StreetBoston, Massachusetts 02109Telephone No.:  (617) 482-8260Telecopier No.:  (617) 482 3836


Lender:DRESDNER KLEINWORT HOLDINGS I, INC., as LenderBy:                  /s/ Nicholas SopkinName:             Nicholas SopkinTitle:               Vice 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/ Kristen PuttinName:             Kristen PuttinTitle:               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