EXHIBIT 4.1(a)


                    AMENDMENT   NO.  1  dated  as  of  November  4,  2003  (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  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,  the Borrower has  requested  the Lender to increase the amount of
the term loan by $9,000,000 to an aggregate principal amount of $177,000,000;

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

          "`LOAN' shall mean  collectively,  the loans made by the Lender to the
     Borrower under this Agreement pursuant to Section 2.1(i) and any loans made
     by the Lender to the  Borrower  under this  Agreement  pursuant  to Section
     2.1(ii).

          `OVERFLOW  AGREEMENT' shall mean the Loan and Security Agreement dated
     as of July 15, 2003 by and among the Overflow Agent,  the Lenders  referred
     to therein,  the Swap  Provider and the  Borrower,  as amended from time to
     time in accordance with the terms thereof."

     (B) Section 2.1 of the Credit  Agreement is hereby  amended in its entirety
to read as follows:

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          "2.1 LOAN.  The Lender  agrees,  on the terms and conditions set forth
     herein,  (i) to make (x) a Loan to the  Borrower on the Closing  Date in an
     aggregate  principal  amount of $168,000,000 and (y) a Loan to the Borrower
     on November 4, 2003 in an aggregate principal amount of $9,000,000 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."

     (C) Section  2.2(b) of the Credit  Agreement is hereby  amended by deleting
the  figure  "$168,000,000"  and  inserting  the figure  "$177,000,000"  in lieu
thereof.

     (D) 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)(x) hereof), November 4,
     2003 (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."


     (E) 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  $9,000,000  in  aggregate
     principal amount pursuant to this Section 2.8(i) (without  reference to the
     immediately preceding proviso), and (ii) at any time thereafter,  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

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     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 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."


     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  $177,000,000 to be exchanged for and replace
the prior Note  delivered by the Borrower in an  aggregate  principal  amount of
$168,000,000;

     (C) the Borrower  shall have  received from the Lender the prior Note in an
aggregate principal amount of $168,000,000 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 $9,000,000  available to the Borrower on

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November  4, 2003 by  causing  an amount of same day funds in  Dollars  equal to
$9,000,000 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 Winward
                                            --------------------------------
                                        Name:    Neil 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 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