EXHIBIT 4.2(a)

                    AMENDMENT   NO.  1  dated  as  of  March  16,   2004   (this
                    "Amendment") to the LOAN AND SECURITY  Agreement dated as of
                    July  15,  2003  (as  the  same  may  be  further   amended,
                    supplemented or otherwise modified, renewed or replaced from
                    time to time, the "Credit  Agreement"),  by and among BELAIR
                    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 $100,000,000;

     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:

     Article  1 of the  Credit  Agreement  is hereby  amended  by  amending  and
restating the following definition in its entirety to read as follows:

     "`TERM LOAN AGREEMENT' shall mean the Loan and Security  Agreement dated as
of July 15, 2003 by and between  the Term  Lender and the  Borrower,  as 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

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     (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  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;

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

     (D) 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:

                                            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

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                                            Lenders:

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


                                            By: /s/ Joshua A. Green
                                                --------------------------------
                                            Name:    Joshua A. Green
                                            Title:   Vice President
                                            Address: 4 World Financial Center
                                                      10th Floor
                                                     New York, New York 10080
                                            Telephone No.:  (212) 449-7330
                                            Telecopier No.: (212) 449-6673

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                                           Swap Provider:

                                            MERRILL LYNCH CAPITAL SERVICES,
                                            INC.,  as Swap Provider

                                            By: /s/ Thomas Finley
                                                --------------------------------
                                            Name:    Thomas Finley
                                            Title:   Managing Director
                                            Address: 4 World Financial Center
                                                      12th Floor
                                                     New York, New York 10080
                                            Telephone No.:  (212) 449-8169
                                            Telecopier No.: (212) 449-6993