EXHIBIT 4.1(b)

                    AMENDMENT   NO.  2  dated  as  of  March  16,   2004   (this
                    "Amendment") to the LOAN AND SECURITY  Agreement dated as of
                    July 15,  2003,  as amended by  Amendment  No. 1 dated as of
                    November  4,  2003  (as the  same  may be  further  amended,
                    supplemented or otherwise modified, renewed or replaced from
                    time  to  time,  the  "Credit  Agreement"),  by and  between
                    BELROSE  CAPITAL  Fund LLC,  a  Delaware  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 $168,000,000;

     WHEREAS,  on November 4, 2003,  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  $9,000,000 to an aggregate  principal  amount of
$177,000,000;

     WHEREAS,  the Borrower  has  requested  the Lender to further  increase the
amount of the term  loan by  $39,000,000  to an  aggregate  principal  amount of
$216,000,000;

     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:

     (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 $168,000,000,  (x) a Loan to the Borrower on
     November 4, 2003 in an aggregate  principal  amount of $9,000,000 and (y) a
     Loan to the Borrower on March 16, 2004 in an aggregate  principal amount of

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     $39,000,000 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  "$177,000,000"  and  inserting  the figure  "$216,000,000"  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), November 4,
     2003 (with respect to the loan made pursuant to Section 2.1(i)(x)  hereof),
     March 16, 2004 (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."

     (D) Section 2.8 of the Credit  Agreement is hereby  amended in its entirety
to read as follows:

          "2.8 OPTIONAL  PREPAYMENTS.  Subject to Section 12.3, the Borrower may
     at any time and from time to time (i) from the Closing  Date until the date
     that is the first anniversary  thereof;  provided that, except as set forth
     below in this  Section  2.8,  after giving  effect to any  prepayment  made
     pursuant to this Section 2.8(i) all of the conditions set forth on Schedule
     2.8 hereto would be satisfied;  provided,  further that, in addition to any
     amounts  that the Borrower may prepay in  accordance  with the  immediately
     preceding  proviso,  the  Borrower  may prepay  $[42,000,000]  in aggregate
     principal amount pursuant to this Section 2.8(i) (without  reference to the
     immediately  preceding  proviso),  and (ii) at any  time  after  the  first
     anniversary  of the Closing Date,  upon five  Business  Days' prior written
     notice to the Lender, pay the outstanding  principal amount of the Loan, in
     whole  or in  part,  without  prepayment  penalty,  together  with  accrued
     interest to the date of such  prepayment on the principal  amount  prepaid,
     provided  that  each  partial  principal  repayment  shall be in a  minimum
     aggregate  amount of  $1,000,000  or any  integral  multiple of $100,000 in
     excess thereof. Each notice of prepayment shall specify the prepayment date

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     and the principal  amount of the Loan to be prepaid,  shall be  irrevocable
     and shall  commit the  Borrower to prepay the Loan in the amount and in the
     date stated therein."

     (E) Section 12.1 of the Credit  Agreement is hereby amended in its entirety
to read as follows:

          "12.1 EXPENSES.  Whether or not the transactions  hereby  contemplated
     shall be  consummated,  Merrill  Lynch Group  agrees to pay all  reasonable
     expenses  incurred by the Borrower and the Lender in  connection  with,  or
     growing out of, the  negotiation,  preparation,  execution  and delivery of
     this  Agreement  (including  any  waiver  or  modification  hereof  or  any
     amendment hereto) and any other documentation contemplated hereby, the Note
     and the Collateral (including the Pledged Securities),  including,  but not
     limited to, the reasonable  fees and  disbursements  of any counsel for the
     Lender. The Borrower agrees to pay all reasonable  expenses incurred by the
     Lender  in  connection  with,  or  growing  out  of,  the  enforcement  and
     administration of this Agreement and any other  documentation  contemplated
     hereby,  the Note and the Collateral  (including  the Pledged  Securities),
     including, but not limited to, the reasonable fees and disbursements of any
     counsel for the Borrower and the Lender."

     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 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  executed by the Borrower in
an aggregate  principal  amount of  $216,000,000 to be exchanged for and replace
the prior Note  delivered by the Borrower in an  aggregate  principal  amount of
$177,000,000;

     (C) the Borrower  shall have  received from the Lender the prior Note in an
aggregate principal amount of $177,000,000 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 $39,000,000 available to the Borrower on
March 16,  2004 by  causing  an amount  of same day  funds in  Dollars  equal to
$39,000,000  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:  Belrose  Capital Fund LLC - 4918, 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.

     (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:

                                          BELROSE 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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                                            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

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                                            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/ Melissa Philibert
                                                --------------------------------
                                            Name:    Melissa Philibert
                                            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