Exhibit 4.2(a)


                FORM OF AMENDMENT TO LOAN AND SECURITY AGREEMENT

                                       AMENDMENT NO. _____ dated as of August 3,
                                       2004  (this "Amendment")  to the LOAN AND
                                       SECURITY Agreement dated as of _________,
                                       as  amended  (as the same may  be further
                                       amended,   supplemented   or    otherwise
                                       modified, renewed  or replaced from  time
                                       to  time, the "Credit Agreement"), by and
                                       among _______________ 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").

                             INTRODUCTORY STATEMENT

     On _________, 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
$_________.

On or about the date hereof the Borrower intends to make a capital  contribution
and/or a loan to _______ Real Estate Corporation,  a Delaware  corporation and a
subsidiary of the Borrower ("BRC"),  which such capital contribution and/or loan
proceeds  will be used by BRC to make a  capital  contribution  and/or a loan to
________ Property Trust, a real estate investment trust organized under the laws
of the State of  Maryland  (the "JV") in which BRC owns 100% of the  outstanding
Class A common shares  (representing 80% of the total outstanding common shares)
and ProLogis  ("ProLogis")  owns 100% of the  outstanding  Class B common shares
(representing  20% of the total outstanding  common shares),  which such capital
contribution  and/or  loan  proceeds  will be  used by the JV to make a  capital
contribution  and/or  a loan to  ProLogis  Six  Rivers  Limited  Partnership,  a
Delaware limited  partnership  ("Six Rivers"),  which such capital  contribution
and/or loan  proceeds will be used by Six Rivers to acquire  certain  commercial
real estate from Keystone Property Trust.

     In  order  to  make  the  necessary   funds   available  for  such  capital
contributions   and/or  loans  the  Borrower  has  requested  that  the  Lenders
temporarily increase the amount available under the revolving credit facility by
$_______ to an aggregate principal amount of $________.

     The  Borrower  has also  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.

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

<PAGE>

SECTION  1.  DEFINED  TERMS.  Capitalized  terms used  herein and not  otherwise
defined herein shall have the meanings given them in the Credit Agreement.

SECTION 2. AMENDMENTS.  Subject to the satisfaction of the conditions  precedent
set forth in Section 4 hereof,  the Credit Agreement is hereby amended as of the
Effective Date (as defined in Section 4 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:

          "`INTEREST RATE' shall mean a rate per annum of LIBOR,  reset for each
     Interest Period, plus the Applicable Margin."

          "`MAXIMUM LOAN AMOUNT' shall mean $_________;  provided, however, that
     as of the earlier to occur of (i) the  prepayment of the Loans  pursuant to
     Section  2.7(b) or (ii) October 29, 2004,  the "Maximum  Loan Amount" shall
     mean $__________."

          (B) Article 1 of the Credit  Agreement is hereby amended by adding the
following definitions in their proper alphabetical order to read as follows:

          "`APPLICABLE MARGIN' shall mean 0.38%;  provided,  however,  that with
     respect to that portion, if any, of the outstanding principal amount of all
     Loans hereunder which exceeds $ , the term  "Applicable  Margin" shall mean
     0.90%."

          "`JV' shall mean _________  Property  Trust, a real estate  investment
     trust organized under the laws of the State of Maryland."

          "`KEYSTONE DEBT FINANCING' shall have the meaning set forth in Section
     7.17 hereof."

          "`SIX RIVERS' shall mean ProLogis Six Rivers  Limited  Partnership,  a
     Delaware limited partnership."

          (C)  Section  2.7 of the  Credit  Agreement  is hereby  amended in its
entirety to read as follows:

          "2.7  REPAYMENT  AND  TERMINATION.(a)  The  Borrower  shall  repay the
outstanding principal amount of all Loans on the Maturity Date.

          (b) Upon the earlier to occur of (i) the  Keystone  Debt  Financing or
(ii)  October 29, 2004  the Borrower  shall immediately  prepay the  outstanding
principal  amount of  the Loans in  excess of $_______,  so that,  after  giving
effect  to  such  prepayment,  the  aggregate  principal  amount  of  the  Loans
outstanding will be equal to or less than $_______."

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<PAGE>

          (D) Article 7 of the Credit  Agreement  is hereby  amended by adding a
new Section 7.17 at the end thereof to read as follows:

          "7.17 KEYSTONE DEBT FINANCING. The Borrower shall use its best efforts
to cause the  JV or Six  Rivers to  obtain and  effectuate debt  financing which
complies with the requirements of Section 8.1(vi) with net proceeds in an amount
equal to  or greater  than $________ (the  "Keystone Debt  Financing") prior  to
October 1, 2004.  Upon the occurrence of the  Keystone Debt Financing,  all or a
portion of  the proceeds  of the Keystone Debt  Financing shall  be used by  the
Borrower to prepay the Loans in accordance with Section 2.7(b). In the event the
Borrower  is unable  to obtain and effectuate  the Keystone Debt  Financing (and
make  the corresponding  prepayment required  by Section 2.7(b))  by October  1,
2004, the Borrower shall provide the Agent with written notice thereof  prior to
October  1,  2004  and  shall  continue to use  its  best efforts to obtain  and
effectuate the Keystone Debt Financing by October 29, 2004."

          (E) The introductory  sentence in Article 8 of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "Until this  Agreement has terminated  and all  Obligations  have been
     indefeasibly  paid in full, the Borrower will not and it will not allow its
     subsidiaries (including, without limitation, BRC), and, at anytime prior to
     the  prepayment  of the Loans by the  Borrower in  accordance  with Section
     2.7(b), the JV or Six Rivers, to:"

          (F) Section 8.1 of the Credit  Agreement is hereby amended by deleting
the period which appears at the end of the first sentence thereof and adding the
following in lieu thereof:

          "____________, (vi) Indebtedness of the JV or Six Rivers which will be
     used to prepay the outstanding  principal  amount of the Loans in excess of
     $_________  immediately upon the incurrence of such Indebtedness,  provided
     that such  Indebtedness is without  recourse to the Borrower and BRC except
     to the extent of a so-called  "-bad boy" guaranty by the Borrower or BRC on
     terms and conditions  consistent with the past practice of the Borrower and
     similar entities advised by the Investment  Advisor or an Affiliate thereof
     and (vii)  Indebtedness of BRC to the Borrower and the JV to BRC which will
     be used by BRC and the JV to make a capital  contribution  and/or a loan to
     the JV and Six Rivers, respectively."

          (G) Section 8.2  of the  Credit  Agreement  is hereby  amended  by (1)
deleting  the  "and"  which  immediately  precedes the  reference to "(vii)" and
inserting a comma in lieu  thereof  and (2)  deleting  the period which  appears
at the end thereof and adding the following in lieu thereof:

          "and  (viii)  Liens on assets of the JV or Six  Rivers in  respect  of
     Indebtedness permitted under Section 8.1(vi)."

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<PAGE>

          (H) Section 8.9  of the  Credit  Agreement is hereby  amended  in  its
entirety to read as follows:

          "8.9  LIMITATION  ON  RESTRICTION  ON  SUBSIDIARY  DIVIDENDS AND OTHER
     DISTRIBUTIONS,  ETC. Create or otherwise cause or suffer to exist or become
     effective any  consensual  encumbrance or restriction on the ability of (1)
     BRC to (a) pay dividends or make any other interest or participation in its
     profits owned by the Borrower other than such restrictions as are set forth
     in BRC's  certificates of incorporation or BRC's Certificate of Designation
     of Class A preferred stock, or pay any  indebtedness  owed to the Borrower,
     (b) make loans or  advances to the  Borrower,  or (c)  transfer  any of its
     properties  or  assets  to the  Borrower  and (2) at any time  prior to the
     prepayment of the Loans by the Borrower in accordance  with Section 2.7(b),
     the JV or Six Rivers to pay dividends,  or pay any indebtedness owed to the
     JV by Six Rivers or to BRC by the JV."

          (I) Schedule 1.1 to the Credit Agreement is hereby amended by deleting
the  figure "$_______" and  inserting  the  figure "$_______" in  lieu  thereof;
provided, however,  that as of the  earlier  to occur of (i) the  prepayment  of
the  Loans  pursuant to  Section 2.7(b)  or (ii)  October 29,  2004, the  figure
"$_______" shall be replaced with the figure "$_______."

     SECTION 3.  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 4. 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  4 (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 (the "Replacement  Note")
duly  executed on  behalf of the  Borrower in an aggregate  principal  amount of
$_______ to be  exchanged for and replace  the prior Note (the "Original  Note")
delivered by the Borrower in an aggregate principal amount of $_______;

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<PAGE>

     (C)     the Borrower  shall have  received from the Agent the Original Note
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 5. EXPENSES.  Notwithstanding anything to the contrary contained in
the Credit Agreement,  the Borrower agrees to pay eighty (80%) of all reasonable
expenses  incurred by the Agent and the Lenders 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 Agent and the
Lenders.

SECTION 6. MISCELLANEOUS.

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

     (B)     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.

     (C)     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.

     (D)     This Amendment shall constitute a Fundamental Document.

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

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<PAGE>


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


                                           Borrower:

                                           _______ CAPITAL FUND LLC, as Borrower

                                           By: EATON VANCE MANAGEMENT, as
                                               Manager


                                           By: ______________________________
                                           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

<PAGE>


                                           Lenders:

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


                                           By: ________________________________
                                           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


<PAGE>


                                           Swap Provider:

                                           MERRILL LYNCH CAPITAL SERVICES, INC.,
                                           as Swap Provider

                                           By: ________________________________
                                           Name:
                                           Title:
                                           Address: 4 World Financial Center
                                                    12th Floor
                                                    New York, New York 10080
                                           Telephone No.:  212) 449-8169
                                           Telecopier No.: (212) 449-6993