Exhibit 4.1

                             AGREEMENT OF AMENDMENT
                             ----------------------

                                                      Dated as of March 12, 2003


     Reference is made to that certain  Revolving Credit and Security  Agreement
dated as of March  17,  2000 (as  from  time to time  amended  prior to the date
hereof, the "Credit  Agreement") among Belmar Capital Fund LLC (the "Borrower"),
Corporate  Receivables  Corporation  ("CRC"),  Corporate Asset Funding  Company,
Inc., as an assignee of a portion of CRC's interests ("CAFCO", and together with
CRC, the "Lenders"),  Citibank,  N.A. (together with its successors and assigns,
the  "Secondary  Lender") and Citicorp  North  America,  Inc.,  as agent for the
Lenders and the Secondary Lender (the "Agent").  Capitalized  terms used and not
defined  herein  shall have the  meanings  assigned  to such terms in the Credit
Agreement.

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date, the definition "Lender  Termination Date" set forth in Section 1.01 of the
Credit  Agreement is hereby  amended by replacing  the date "March 14, 2003" set
forth therein, with the date "April 14, 2003".

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date,  the definition  "Secondary  Lender Stated  Expiration  Date" set forth in
Section  1.01 of the Credit  Agreement is hereby  amended by replacing  the date
"March 14, 2003" set forth therein, with the date "April 14, 2003".

     As used  herein,  the term  "Amendment  Effective  Date" means the later to
occur of (i) the date on which the Agent shall have  executed and  delivered one
or more  counterparts of this Agreement of Amendment and shall have received one
or more  counterparts  of this  Agreement of  Amendment  executed by each of the
parties  hereto,  and (ii)  the date on which  the  Agent  shall  have  received
certificates  of a Secretary  or Assistant  Secretary  of each of the  Borrower,
Eaton Vance Management and Boston  Management and Research  certifying as to (a)
the  resolutions of its Board of Directors or Board of Trustees,  as applicable,
approving  this  Agreement  of  Amendment,  (b)  that  its  representations  and
warranties  set forth in the Program  Documents  will be true and correct on the
Amendment Effective Date, and (c) immediately after the Amendment Effective Date
no Default or Event of Default is continuing or will result therefrom.

     The  Borrower  represents  and  warrants to the Agent,  the Lenders and the
Secondary  Lender that  immediately  after giving effect to this Amendment,  the
representations and warranties of the Borrower set forth in the Credit Agreement
are true and correct in all material respects.

     This Agreement of Amendment may be executed in any number of  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which when taken together shall constitute one and the same agreement.

        THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
               ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  agreement to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.


CITICORP NORTH AMERICA, INC.,              CITIBANK, N.A.,
as Agent                                   as Secondary Lender



By:  /s/ Kimberly A. Conyngham             By:  /s/ Kimberly A. Conyngham
     ----------------------------               ----------------------------
     Name:  Kimberly A. Conyngham               Name:  Kimberly A. Conyngham
     Title: Vice President                      Title: Vice President



CORPORATE RECEIVABLES CORPORATION,         BELMAR CAPITAL FUND LLC,
as Lender                                  as Borrower

By: Citicorp North America, Inc.,          By: Eaton Vance Management,
    as Attorney-in-Fact                    its Manager



By:  /s/ Kimberly A. Conyngham             By:  /s/ M. Katherine Kreider
     ----------------------------               ----------------------------
     Name:  Kimberly A. Conyngham               Name:  M. Katherine Kreider
     Title: Vice President                      Title: Vice President



CORPORATE ASSET FUNDING COMPANY, INC.,
as Lender

By:  Citicorp North America, Inc.,
      as Attorney-in-Fact



By:  /s/ Kimberly A. Conyngham
     ----------------------------
     Name:  Kimberly A. Conyngham
     Title: Vice President

<PAGE>

                             AGREEMENT OF AMENDMENT

                                                      Dated as of April 11, 2003


     Reference is made to that certain  Revolving Credit and Security  Agreement
dated as of March  17,  2000 (as  from  time to time  amended  prior to the date
hereof, the "Credit  Agreement") among Belmar Capital Fund LLC (the "Borrower"),
Corporate  Receivables  Corporation  ("CRC"),  Corporate Asset Funding  Company,
Inc., as an assignee of a portion of CRC's interests ("CAFCO", and together with
CRC, the "Lenders"),  Citibank,  N.A. (together with its successors and assigns,
the  "Secondary  Lender") and Citicorp  North  America,  Inc.,  as agent for the
Lenders and the Secondary Lender (the "Agent").  Capitalized  terms used and not
defined  herein  shall have the  meanings  assigned  to such terms in the Credit
Agreement.

     The parties  hereto agree that,  effective  as of the date hereof,  Section
1.01 of the Credit Agreement shall be amended to add the following definition in
proper alphabetical order:

          ""Accounting Based Consolidation  Event" means the consolidation,  for
          financial and/or regulatory accounting purposes, of all or any portion
          of the assets and  liabilities of CRC or CAFCO that are the subject of
          this  Agreement or any other Program  Document with all or any portion
          of the assets and liabilities of Citibank or the Agent or any of their
          affiliates  as the result of the  existence  of, or  occurrence of any
          change in, accounting  standards or the issuance of any pronouncement,
          interpretation  or  release,   including,   without  limitation,   the
          Financial  Accounting  Standards Board  Interpretation  No. 46, by any
          accounting  body or any other body  charged with the  promulgation  or
          administration of accounting standards, including, without limitation,
          the Financial Accounting Standards Board, the International Accounting
          Standards   Board,   the  American   Institute  of  Certified   Public
          Accountants, the Federal Reserve Board of Governors and the Securities
          and  Exchange  Commission,  and  shall  occur as of the date that such
          consolidation  (i) shall have  occurred  with respect to the financial
          statements of Citibank or the Agent or any of their affiliates or (ii)
          shall have been required to have occurred,  regardless of whether such
          financial statements were prepared as of such date."

     The parties hereto agree that, effective as of the date hereof,  clause (b)
of Section 2.07 of the Credit Agreement shall be amended to replace the language
set forth therein in its entirety with the following:

          "(b)  If an  Affected  Person  determines  that  compliance  with  any
          Applicable  Law or request  from any central  bank or other  Authority
          charged with the interpretation or administration  thereof (whether or
          not having the force of law) or the occurrence of any Accounting Based
          Consolidation Event (regardless of whether the date of such Accounting
          Based  Consolidation  Event is before or after the  Closing  Date) (i)

<PAGE>

          affects or would affect the amount of capital  required or  reasonably
          expected to be maintained by such Affected  Person and that the amount
          of such capital is  increased  by or based upon the  existence of such
          Affected Person's  commitment under the Program Documents or upon such
          Affected  Person's  making,  funding  or  maintaining  Advances,  (ii)
          increases the cost of making or maintaining  such commitment under the
          Program  Documents or making,  funding or maintaining such Advances to
          any Affected  Person or (iii) reduces the return of an Affected Person
          in connection with the Program Documents, then, upon written demand of
          such  Affected  Person (with a copy of such demand to the Agent),  the
          Borrower  shall  immediately  pay to the Agent for the account of such
          Affected  Person,  from  time to time as  specified  by such  Affected
          Person,  additional  amounts  sufficient to  compensate  such Affected
          Person for such  increased cost and/or reduced return in light of such
          circumstances.  A certificate  setting forth in reasonable detail such
          amounts and the  circumstances  giving rise  thereto  submitted to the
          Borrower by such Affected  Person shall be conclusive  and binding for
          all purposes, absent manifest error."

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date, the definition "Lender  Termination Date" set forth in Section 1.01 of the
Credit  Agreement is hereby  amended by replacing  the date "April 14, 2003" set
forth therein, with the date "April 9, 2004".

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date,  the definition  "Secondary  Lender Stated  Expiration  Date" set forth in
Section  1.01 of the Credit  Agreement is hereby  amended by replacing  the date
"April 14, 2003" set forth therein, with the date "April 9, 2004".

     The parties  hereto agree that,  effective  as of the date hereof,  Section
9.09 of the Credit Agreement shall be amended to add the following clause (c) at
the end thereof:

          "(c)  Notwithstanding  anything in this Section 9.09 to the  contrary,
          the Borrower (and each employee,  representative or other agent of the
          Borrower) may disclose to any and all Persons,  without  limitation of
          any kind,  the U.S. tax  treatment  and/or U.S.  tax  structure of the
          Facility and all  materials of any kind  (including  opinions or other
          tax  analyses)  that are  provided to it,  relating  to such U.S.  tax
          treatment and/or U.S. tax structure of the Facility."

     As used  herein,  the term  "Amendment  Effective  Date" means the later to
occur of (i) the date on which the Agent shall have  executed and  delivered one
or more  counterparts of this Agreement of Amendment and shall have received one
or more  counterparts  of this  Agreement of  Amendment  executed by each of the
parties  hereto,  and (ii)  the date on which  the  Agent  shall  have  received
certificates  of a Secretary  or Assistant  Secretary  of each of the  Borrower,
Eaton Vance Management and Boston  Management and Research  certifying as to (a)
the  resolutions of its Board of Directors or Board of Trustees,  as applicable,
approving  this  Agreement  of  Amendment,  (b)  that  its  representations  and
warranties  set forth in the Program  Documents  will be true and correct on the

<PAGE>

Amendment Effective Date, and (c) immediately after the Amendment Effective Date
no Default or Event of Default is continuing or will result therefrom.

     The  Borrower  represents  and  warrants to the Agent,  the Lenders and the
Secondary  Lender that  immediately  after giving effect to this Amendment,  the
representations and warranties of the Borrower set forth in the Credit Agreement
are true and correct in all material respects.

     This Agreement of Amendment may be executed in any number of  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which when taken together shall constitute one and the same agreement.

        THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
               ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


CITICORP NORTH AMERICA, INC.,                CITIBANK, N.A.,
as Agent                                     as Secondary Lender


By:  /s/ Kimberly A. Conyngham               By:  /s/ Kimberly A. Conyngham
     ----------------------------                 ----------------------------
     Name:  Kimberly A. Conyngham                 Name:  Kimberly A. Conyngham
     Title: Vice President                        Title: Vice President



CORPORATE RECEIVABLES CORPORATION,           BELMAR CAPITAL FUND LLC,
as Lender                                    as Borrower


By:  Citicorp North America, Inc.,           By: Eaton Vance Management,
     as Attorney-in-Fact                         its Manager


By:  /s/ Kimberly A. Conyngham                By:  /s/ Maureen A. Gemma
     ----------------------------                  -----------------------
     Name:  Kimberly A. Conyngham                  Name:  Maureen A. Gemma
     Title: Vice President                         Title: Vice President



CORPORATE ASSET FUNDING COMPANY, INC.,
as Lender


By:  Citicorp North America, Inc.,
         as Attorney-in-Fact


By:  /s/ Kimberly A. Conyngham
     ----------------------------
     Name:  Kimberly A. Conyngham
     Title: Vice President