EXHIBIT 4.1(b)

                    AMENDMENT  NO.  2  dated  as  of  February  17,  2005  (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 the same may be amended,  supplemented or
                    otherwise  modified,  renewed or replaced from time to time,
                    the "Credit Agreement"),  by and between BELAIR CAPITAL FUND
                    LLC,  a  Massachusetts   limited   liability   company  (the
                    "Borrower") and DRKW HOLDINGS, INC., a Delaware corporation,
                    as lender (the "Lender").


     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 $515,000,000;

     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 $21,000,000,  so that, after giving effect to all
prior prepayments in an aggregate principal amount of $68,000,000,  an aggregate
principal amount of $468,000,000 was outstanding under the term loan;

     WHEREAS,  subsequent to March 16, 2004 the Borrower has additionally repaid
to the Lender an aggregate of $63,000,000 of the outstanding principal amount of
the term loan, so that,  after giving effect to such  prepayment,  the aggregate
principal amount of $405,000,000 was outstanding under the term loan;

     WHEREAS,  the Borrower  has  requested  the Lender to further  increase the
amount of the term loan by  $45,000,000,  so that,  as of the date hereof  after
giving  effect  to this  Amendment  and all  prior  prepayments,  the  aggregate
principal amount of $450,000,000 will be outstanding under the term loan;

     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:

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     (A) Section 2.1 of the Credit  Agreement is hereby  amended in its entirety
to read as follows:

          "2.1 Loan.  The Lender  agrees,  on the terms and conditions set forth
     herein,  (i) to make (w) a Loan to the  Borrower on the Closing  Date in an
     aggregate  principal amount of $515,000,000,  (x) a Loan to the Borrower on
     March 16, 2004 in an aggregate  principal  amount of $21,000,000  and (y) a
     Loan to the Borrower on February 17, 2005 in an aggregate  principal amount
     of  $45,000,000  and  (ii)  concurrently  with  any  prepayment  made  by a
     Designated  Fund  under a loan  facility  provided  by the  Lender  to such
     Designated  Fund  in  connection  with  a  transfer  of  assets  from  such
     Designated Fund to the Borrower, to make an additional Loan to the Borrower
     in an aggregate principal amount equal to the amount of such prepayment."

     (B) Section  2.2(b) of the Credit  Agreement is hereby  amended by deleting
the  figure  "$468,000,000"  and  inserting  the figure  "$450,000,000"  in lieu
thereof.

     (C) Section 2.4 of the Credit  Agreement is hereby  amended in its entirety
to read as follows:

          "2.4 Interest. Interest shall accrue on the unpaid principal amount of
     the Loan at the  Interest  Rate from and  including  the Closing Date (with
     respect to the loan made pursuant to Section 2.1(i)(w)  hereof),  March 16,
     2004 (with respect to the loan made pursuant to Section 2.1(i)(x)  hereof),
     February  17,  2005  (with  respect  to the loan made  pursuant  to Section
     2.1(i)(y)  hereof)  or the date  that a Loan is made  pursuant  to  Section
     2.1(ii) (with respect to such loan made pursuant to Section  2.1(ii)),  and
     in each case, to but excluding  the date of any principal  payment  whether
     upon  acceleration  or  otherwise.  Interest  accrued  on the Loan shall be
     payable on each  applicable  Interest  Payment Date and on any day on which
     the  Loan  is   repaid   whether   due  to   acceleration   or   otherwise.
     Notwithstanding  anything in this  Agreement to the contrary,  the interest
     rate on the Loan  shall in no event be in  excess of the  maximum  interest
     rate permitted by Applicable Law. All interest shall accrue daily and shall
     be  calculated on the basis of a 360-day year and the actual number of days
     elapsed."

     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.

<PAGE>

     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 (the "Replacement Note") duly
executed  on  behalf  of  the  Borrower  in an  aggregate  principal  amount  of
$450,000,000  to be  exchanged  for and  replace  the prior Note (the  "Original
Note")   delivered  by  the  Borrower  in  an  aggregate   principal  amount  of
$468,000,000;

     (C) the Borrower  shall have received from the Lender the Original Note 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. LOAN. Upon satisfaction of the conditions precedent set forth in
Section 3 hereof, the Lender shall make $45,000,000 available to the Borrower on
February  17,  2005 by causing  an amount of same day funds in Dollars  equal to
$45,000,000  to be disbursed via Federal  Funds wire transfer to the  Borrower's
account at the Custodian,  ABA No.  011-001-438,  Account No. 5821-5013  Control
Wire Re:  Belair  Capital Fund LLC - 4922,  or to such other account as to which
the Borrower shall instruct the Lender in writing.

     SECTION 5. 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.

<PAGE>

     (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:
                                       BELAIR CAPITAL FUND LLC, as Borrower

                                       By: EATON VANCE MANAGEMENT, as Manager


                                       By: /s/ M. Katherine Kreider
                                           ---------------------------
                                           Name:    M. Katherine Kreider
                                           Title:   Vice President
                                           Address: The Eaton Vance Building
                                                    255 State Street
                                                    Boston, Massachusetts 02109
                                           Telephone No.:  (617) 482-8260
                                           Telecopier No.: (617) 482 3836

<PAGE>


                                           Lender:

                                           DRKW HOLDINGS, INC., as Lender


                                           By: /s/ Neil D. Winward
                                               -----------------------
                                           Name:    Neil D. Winward
                                           Title:   President
                                           Address: 1301 Avenue of the Americas
                                                    New York, New York 10019
                                           Telephone No.:  (212) 969-7909
                                           Telecopier No.: (212) 969-7850

<PAGE>

                                           ACKNOWLEDGED AND ACCEPTED


                                           Investment Manager:

                                           WELLS FARGO BANK, NATIONAL
                                           ASSOCIATION, successor-by-merger to
                                           Wells Fargo Bank Minnesota, National
                                           Association, as Investment Manager

                                           By: /s/ John Kinzel
                                               ------------------------
                                           Name:    John Kinzel
                                           Title:   Corporate Trust Officer
                                           Address: Sixth Street and Marquette
                                                     Avenue
                                                    MAC N9311-161
                                                    Minneapolis, MN 55479
                                                    Attention: Corporate Trust
                                                     Services/Asset-Backed
                                                     Administration
                                           Telephone No.:  (612) 667-8058
                                           Telecopier No.: (617) 667-3539