**Exhibit 99.(4.1)(F)**

 

AMENDMENTNO. 6 dated as of October 10, 2007 (this “Amendment”) to the LOANAND SECURITY AGREEMENT dated as of July 15, 2003, as amended by Amendment No. 1dated as of November 4, 2003, as further amended by Amendment No. 2dated as of March 16, 2004, as further amended by Amendment No. 3dated as of December 15, 2005, as further amended by Amendment No. 4dated as of December 15, 2005 and as further amended by Amendment No. 5dated as of June 30, 2006 (as the same may be further amended,supplemented or otherwise modified, renewed or replaced from time to time, the “CreditAgreement”), by and between BELROSE CAPITAL FUND LLC, a Delaware limitedliability company (the “Borrower”) and DRESDNER KLEINWORT HOLDINGS I,INC. (formerly known as DRKW HOLDINGS, INC.), a Delaware corporation, as lender(the “Lender”).

 

WHEREAS, on July 15, 2003, the Borrower and theLender entered into the Credit Agreement pursuant to which the Lender madeavailable to the Borrower a term loan in the aggregate principal amount of$168,000,000;

 

WHEREAS, on November 4, 2003, the Borrower andthe Lender entered into Amendment No. 1 to the Credit Agreement pursuantto which the Lender increased the amount of the term loan by $9,000,000, sothat, after giving effect to all prior prepayments, an aggregate principalamount of $177,000,000 was outstanding under the term loan;

 

WHEREAS, on March 16, 2004, the Borrower andLender entered into Amendment No. 2 to the Credit Agreement pursuant towhich the Lender increased the amount of the term loan by a further$39,000,000, so that, after giving effect to all prior prepayments, anaggregate principal amount of $216,000,000 was outstanding under the term loan;

 

WHEREAS, on December 15, 2005, the Borrower andLender entered into Amendment No. 3 to the Credit Agreement pursuant towhich the Lender increased the amount of the term loan by an additional$26,500,000, so that, after giving effect to all prior prepayments, anaggregate principal amount of $242,500,000 was outstanding under the term loan;

 

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WHEREAS, on June 30, 2006, the Borrower andLender entered into Amendment No. 5 to the Credit Agreement pursuant towhich the Lender increased the amount of the term loan by an additional$24,000,000, so that, after giving effect to all prior prepayments, anaggregate principal amount of $266,500,000 was outstanding under the term loan;

 

WHEREAS, the Borrower has requested the Lender tofurther increase the amount of the term loan by $105,000,000 to an aggregateprincipal amount of $371,500,000;

 

WHEREAS, the Borrower has requested and the Lender hasagreed, subject to the terms and conditions of this Amendment, to amend certainprovisions of the Credit Agreement, as set forth herein;

 

NOW, THEREFORE, in consideration of the premises andof the mutual agreements herein contained, the parties hereto agree as follows:

 

SECTION 1.  Amendments.  Subject to the satisfaction of the conditionsprecedent set forth in Section 3 hereof, the Credit Agreement is herebyamended as of the Effective Date (as defined in Section 3 hereof) asfollows:

 

(A)                                                                              Section 2.1 of the Credit Agreementis hereby amended in its entirety to read as follows:

 

                                                “2.1                           Loan.  The Lenderagrees, on the terms and conditions set forth herein, (i) to make (u) aLoan to the Borrower on the Closing Date in an aggregate principal amount of$168,000,000, (v) a Loan to the Borrower on November 4, 2003 in anaggregate principal amount of $9,000,000, (w) a Loan to the Borrower on March 16,2004 in an aggregate principal amount of $39,000,000, (x) a Loan to theBorrower on December 15, 2005 in an aggregate principal amount of$26,500,000, (y) a Loan to the Borrower on June 30, 2006 in anaggregate principal amount of $24,000,000 and (z) a Loan to the Borroweron October 10, 2007 in an aggregate principal amount of $105,000,000 and (ii) concurrentlywith any prepayment made by a Designated Fund under a loan facility provided bythe Lender to such Designated Fund in connection with a transfer of assets fromsuch Designated Fund to the Borrower, to make an additional Loan to theBorrower in an aggregate principal amount equal to the amount of suchprepayment.”

 

(B)                                                                                Section 2.2(b) of the CreditAgreement is hereby amended by deleting the figure “$266,500,000” and insertingthe figure “$371,500,000” in lieu thereof.

 

(C)                                                                                Section 2.4 of the Credit Agreementis hereby amended in its entirety to read as follows:

 

                                                “2.4                           Interest.  Interestshall accrue on the unpaid principal amount of the Loan at the Interest Ratefrom and including the Closing Date (with respect to the loan made pursuant to Section 2.1(i)(u) hereof),November 4, 2003 (with 

 

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respectto the loan made pursuant to Section 2.1(i)(v) hereof), March 16,2004 (with respect to the loan made pursuant to Section 2.1(i)(w) hereof),December 15, 2005 (with respect to the loan made pursuant to Section 2.1(i)(x) hereof),June 30, 2006 (with respect to the loan made pursuant to Section 2.1(i)(y) hereof),October 10, 2007 (with respect to the loan made pursuant to Section 2.01(i)(z) hereof)or the date that a Loan is made pursuant to Section 2.1(ii) (withrespect 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 orotherwise.  Interest accrued on the Loanshall be payable on each applicable Interest Payment Date and on any day onwhich the Loan is repaid whether due to acceleration or otherwise.Notwithstanding anything in this Agreement to the contrary, the interest rateon the Loan shall in no event be in excess of the maximum interest ratepermitted by Applicable Law.  Allinterest shall accrue daily and shall be calculated on the basis of a 360-dayyear and the actual number of days elapsed.”

 

SECTION 2.  Representations and Warranties.  The Borrower hereby represents and warrantsthat:

 

(A)                                                                              after giving effect to this Amendment,the representations and warranties contained in the Credit Agreement are trueand correct in all material respects on and as of the date hereof as if suchrepresentations and warranties had been made on and as of the date hereof(except to the extent that any such representations and warranties specificallyrelate to an earlier date); and

 

(B)                                                                                after giving effect to this Amendment, noEvent of Default or Default will have occurred and be continuing on and as ofthe date hereof.

 

SECTION 3.  Conditions Precedent.  The effectiveness of this Amendment issubject to the satisfaction in full of each of the conditions precedent setforth in this Section 3 (the date on which all such conditions have beensatisfied being herein called the “Effective Date”):

 

(A)                                                                              the Lender shall have received executedcounterparts of this Amendment which, when taken together, bear the signaturesof the Borrower and the Lender;

 

(B)                                                                                the Lender shall have received a new Noteexecuted by the Borrower in an aggregate principal amount of $371,500,000 to beexchanged for and replace the prior Note delivered by the Borrower in anaggregate principal amount of $266,500,000;

 

(C)                                                                                the Borrower shall have received from theLender the prior Note in an aggregate principal amount of $266,500,000 forcancellation;

 

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(D)                                                                               the Lender shall have received thewritten opinion of counsel to the Borrower, dated the date hereof and addressedto the Lender, in form and substance satisfactory to counsel to the Lender;

 

(E)                                                                                 the Lender shall have received such otherdocuments as the Lender may reasonably request; and

 

(F)                                                                                 all legal matters incident to thisAmendment shall be satisfactory to counsel to the Lender.

 

SECTION 4.  Loan.  Upon satisfaction of the conditions precedentset forth in Section 3 hereof, the Lender shall make $105,000,000available to the Borrower on October 10, 2007  by causing an amount of same day funds inDollars equal to $105,000,000 to be disbursed via Federal Funds wire transferto the Borrower’s account at the Custodian, ABA No. 011-001-438, Account No. 5821-5013Control Wire Re: Belrose Capital Fund LLC – 4983, or to such other account asto which the Borrower shall instruct the Lender in writing.

 

SECTION 5.  Miscellaneous.

 

(A)                                                                              Capitalized terms used herein and nototherwise defined herein shall have the meanings as defined in the CreditAgreement.

 

(B)                                                                                Except as expressly amended hereby, theCredit Agreement shall remain in full force and effect in accordance with theoriginal terms thereof.

 

(C)                                                                                The amendments herein contained arelimited specifically to the matters set forth above and do not constitutedirectly or by implication an amendment or waiver of any other provision of theCredit Agreement or any default which may occur or may have occurred under theCredit Agreement.

 

(D)                                                                               This Amendment may be executed in anynumber of counterparts, each of which shall constitute an original, but all ofwhich when taken together shall constitute one and the same instrument.

 

(E)                                                                                 This Amendment shall constitute aFundamental Document.

 

(F)                                                                                 This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of New York.

 

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the undersigned have caused thisAmendment 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/ Andrew  Frenette |
|   | Name:                                  |   | Andrew Frenette |
|   | 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:                               |                         |
|--------|---------------------------------------|------------------------------|
|   |                                  |                         |
|   | DRESDNER  KLEINWORT HOLDINGS I, INC., |
|   | as Lender                             |                         |
|   |                                  |                         |
|   |                                  |                         |
|   | By:                                   |                         | /s/ Gregory  Raykher |   |
|   | Name:                                 |                         | Gregory Raykher |
|   | 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/ Kristen L.  Puttin |   |
|   | Name:                                           |   | Kristen L.  Puttin |
|   | 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            |
|        |                                                 |  |  |  |  |  |  |

 

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