loanagreement.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing



EXHIBIT 4.2(b) 


	 	AMENDMENT NO. 2 dated as of June 30, 2006
      
(this “Amendment”) to the LOAN AND
      
SECURITY AGREEMENT dated as of June 30,
      
2003, as amended by Amendment No. 1 dated
      
August 3, 2004 (as the same may be further
      
amended, supplemented or otherwise modified,
      
renewed or replaced from time to time, the
      “Credit
      
Agreement”), by and
      among BELMAR CAPITAL 
FUND LLC, a Delaware limited
      liability company 
(the “Borrower”), the Lenders referred to
      therein, 
Merrill Lynch Mortgage Capital, Inc., a
      Delaware 
corporation, as agent (the
      “Agent”) and Merrill
      
Lynch Capital Services, Inc., a Delaware
      
corporation (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. 

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(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:  	  	 
	  	 
    
	  
	BELMAR 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  






	Lenders:  	  	  	  	  
	  
	MERRILL LYNCH MORTGAGE CAPITAL,  
	INC., individually and as Agent  
	  
	By:                                                      
      /s/ Joshua A. Green 
  
	Name:  	  	Joshua A. Green  
	Title:  	  	Vice President  
	Address:  	  	4 World Financial Center  
	  	  	10th Floor  
	  	  	New York, New York 10080  
	Telephone No.:  	  	(212) 449-7330  
	Telecopier No.:  	  	(212) 449-6673  






	Swap Provider:  	  	 
    
	  
	MERRILL LYNCH CAPITAL SERVICES,
      INC.,  
	as Swap Provider  
	  
	By:                                                
      /s/ Joshua A. Green 
  
	Name:  	  	Joshua A. Green  
	Title:  	  	Vice President  
	Address:  	  	4 World Financial Center 

	 
    	  	12th Floor  
	 
    	  	New York, New York 10080 

	Telephone No.:  	  	(212) 449-8169  
	Telecopier No.:  	  	(212) 449-6993