|EXHIBIT 4.1(c)
|--------------

AMENDMENT NO. 3 dated as of December 15, 2005 (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 and Amendment No. 2 dated as of March 16, 2004 (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, on March 16, 2004,
the Borrower and the Lender entered into Amendment No. 2 to the Credit Agreement
pursuant to which the Lender increased the amount of the term loan by a further
$39,000,000 to an aggregate principal amount of $216,000,000.

WHEREAS, the Borrower has
requested the Lender to further increase the amount of the term loan by a
further $26,500,000 to an aggregate principal amount of $242,500,000;

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, (y) a loan to the Borrower on March 16, 2004 in
an aggregate principal amount of $39,000,000 and (z) a loan to the Borrower on
December 15, 2005 in an aggregate principal amount of $26,500,000 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 $216,000,000 and inserting the figure
$242,500,000 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 from time to
time outstanding, at the Interest Rate, from and including the date on which the
Loan (or any portion thereof) is actually made, 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.

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 $242,500,000 to be exchanged
for and replace the prior Note delivered by the Borrower in an aggregate
principal amount of $216,000,000;

(C)the Borrower shall have received from the Lender
the prior Note in an aggregate principal amount of $216,000,000 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
$26,500,000 available to the Borrower on December 15, 2005 by causing an amount
of same day funds in Dollars equal to $26,500,000 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 
4983, 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 BorrowerBy:
    
    EATON VANCE MANAGEMENT, asManagerBy:
    
    
    
    /s/ M. Katherine KreiderName:
    
    M. Katherine KreiderTitle:
    
    Vice PresidentAddress:
    
    The Eaton Vance Building255 State StreetBoston, Massachusetts 02109Telephone No.:
    
    (617) 482-8260Telecopier No.:
    
    (617) 482 3836


Lender:DRKW HOLDINGS, INC., as LenderBy:
    
    /s/ Neil D. WinwardName:
    
    Neil D. WinwardTitle:
    
    PresidentAddress:
    
    1301 Avenue of the AmericasNew York, New York 10019Telephone No.:
    
    (212) 969-7909Telecopier No.:
    
    (212) 969-7850


ACKNOWLEDGED AND ACCEPTEDInvestment Manager:WELLS FARGO BANK, NATIONALASSOCIATION, successor-by-merger to WellsFargo Bank Minnesota, National Association, asInvestment ManagerBy:
    
    /s/ Joe NardiName:
    
    Joe NardiTitle:
    
    Assistant Vice PresidentAddress:
    
    Sixth Street and Marquette AvenueMAC N9311-161Minneapolis, MN 55479Attention: Corporate TrustServices/Asset-Backed AdministrationTelephone No.:
    
    (612) 667-8058Telecopier No.:
    
    (617) 667-3539