EXHIBIT 4.2(b)



| | AMENDMENT NO. 2 dated as of June 30, 2006(this Amendment) to the LOAN ANDSECURITY AGREEMENT dated as of June 30,2003, as amended by Amendment No. 1 datedAugust 3, 2004 (as the same may be furtheramended, supplemented or otherwise modified,renewed or replaced from time to time, the
      CreditAgreement), by and
      among BELMAR CAPITALFUND LLC, a Delaware limited
      liability company(the Borrower), the Lenders referred to
      therein,Merrill Lynch Mortgage Capital, Inc., a
      Delawarecorporation, as agent (the
      Agent) and MerrillLynch Capital Services, Inc., a Delawarecorporation (the Swap
      Provider).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

WHEREAS, on June 30, 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 $118,500,000;

WHEREAS, the Borrower has requested the Required
Lenders to decrease the amount of the revolving credit facility by $60,000,000
to an aggregate principal amount of $58,500,000;

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:

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

Maximum Loan Amount shall
mean $58,500,000.

(B)Schedule 1.1 of the Credit Agreement is hereby amended by deleting the
figure $118,500,000 and inserting the figure $58,500,000 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
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 executed by the Borrower in an
aggregate principal amount of $58,500,000 to be exchanged for and replace the
prior Note delivered by the Borrower in an aggregate principal amount of
$118,500,000;

(C)the Borrower shall have received from the Agent the prior Note in an
aggregate principal amount of $118,500,000 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 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.

2

(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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

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

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


Lenders:MERRILL LYNCH MORTGAGE CAPITAL,INC., individually and as AgentBy:/s/ Joshua A. GreenName:
    
    Joshua A. GreenTitle:
    
    Vice PresidentAddress:
    
    4 World Financial Center10th FloorNew York, New York 10080Telephone No.:
    
    (212) 449-7330Telecopier No.:
    
    (212) 449-6673


Swap Provider:MERRILL LYNCH CAPITAL SERVICES,
      INC.,as Swap ProviderBy:/s/ Joshua A. GreenName:
    
    Joshua A. GreenTitle:
    
    Vice PresidentAddress:
    
    4 World Financial Center12th FloorNew York, New York 10080Telephone No.:
    
    (212) 449-8169Telecopier No.:
    
    (212) 449-6993