*      Application to be filed with the Securities and Exchange
       Commission, pursuant to Exchange Act Rule 24b-2, for confidential
       treatment of certain portions of this exhibit.
                                                                        
                                                       EXECUTION VERSION
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                 AMENDMENT NO. 1
                                        
                               DATED MAY 19, 1995
                                        
                                  By and Among
                                        
                         KREDITANSTALT FUR WIEDERAUFBAU
                                     (as Agent and Lender)
                                        
                             COMMERZBANK AG, HAMBURG
                                     (as Syndicate Agent)
                                        
                                        
                          COMMERZBANK AG (KIEL BRANCH)
                           DRESDNER BANK AG in HAMBURG
                            VEREINS- und WESTBANK AG
                             DEUTSCHE SCHIFFSBANK AG
                      NORDDEUTSCHE LANDESBANK-GIROZENTRALE
                   DEUTSCHE VERKEHRS-BANK AG (HAMBURG BRANCH)
                     BANQUE INTERNATIONALE A LUXEMBOURG S.A.
                                          (as the Syndicate)
                                        
                      THE CORPORATIONS LISTED IN SCHEDULE A
                                        
                                       and
                                        
                         AMERICAN PRESIDENT LINES, LTD.
                                        
                                       to
                                        
                                 LOAN AGREEMENT
                                        
                              DATED MARCH 14, 1994
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                  Loan Facility
                     -in respect of the purchase financing-
                            six (6) container vessels
            three (3) contracted with Howaldtswerke-Deutsche Werft AG
                  three (3) contracted with Daewoo Shipbuilding
                             & Heavy Machinery, Ltd.
       THIS AMENDMENT NO. 1 TO LOAN AGREEMENT is made this __ of May,
1995 by and among KREDITANSTALT FUR WIEDERAUFBAU, a public law
Corporation incorporated in the Federal Republic of Germany, whose
address is Palmengartenstrasse 5-9, D-60325 Frankfurt am Main ("KfW");
COMMERZBANK AG, Hamburg, a banking corporation incorporated in the
Federal Republic of Germany whose address is Ness 7-9, D-20457 Hamburg
(the "Syndicate Agent"); the banks listed in Schedule 1 which is
attached hereto (each a "Syndicate Member" and, collectively, the
"Syndicate"); each of the corporations listed in Schedule A hereto whose
address is 1111 Broadway, Oakland, California 94607, and AMERICAN
PRESIDENT LINES, LTD., a Delaware corporation, whose address is 1111
Broadway, Oakland, California 94607 ("APL").

                              W I T N E S S E T H:
                                        
       A. Reference is made to that certain Loan Agreement dated March
14, 1994 among KfW, the Syndicate Agent, the Syndicate and APL (the
"Loan Agreement"). Capitalized terms used herein and not otherwise
defined have the meanings provided therefor in the Loan Agreement as
amended by this Amendment No. 1.

       B. The three (3) HDW Vessels will be named as follows: (i) APL
CHINA (Builder's Hull No. 297), (ii) APL JAPAN (BuilderOs Hull No. 298)
and (iii) APL THAILAND (BuilderOs Hull No. 299).

       C. The three (3) Daewoo Vessels will be named as follows: (i) APL
KOREA (Builder's Hull No. 4028), (ii) APL PHILIPPINES (Builder's Hull
No. 4033) and (iii) APL SINGAPORE (Builder's Hull No. 4029).

       D. With respect to APL PHILIPPINES, APL desires to provide for
the transfer of that Vessel, by way of a partial assignment of the
Daewoo Shipbuilding Agreement (to the extent such Shipbuilding Agreement
relates to APL PHILIPPINES), to APL M.V. Philippines, Ltd., a Delaware
corporation and a wholly-owned Subsidiary of APL ("APL-Philippines"),
such that APL-Philippines would acquire the Vessel directly from Daewoo,
whereupon APL-Philippines would be the "Transferee" with respect to that
vessel hereunder.

       E.      With respect to the Vessels other than APL PHILIPPINES,
APL desires instead to provide:

       (1)     for the partial assignment of the Vessels to five wholly-
               owned Subsidiaries of the Guarantor (each an "Original
               Owner" and, collectively, the "Original Owners"), of the
               appropriate Shipbuilding Agreement(in each case to the
               extent such Shipbuilding Agreement relates to the Vessel
               in question), as follows, such that each of the Original
               Owners would acquire its Vessel directly from HDW or
               Daewoo, as the case may be:

               (a)    APL CHINA to be Transferred to APL Newbuildings,
               Ltd., a Delaware corporation;

               (b)    APL JAPAN to be transferred to APL M.V. Japan,
               Ltd., a Delaware corporation;

               (c)    APL KOREA to be transferred to APL M.V. Korea,
               Ltd., a Delaware corporation;

               (d)    APL SINGAPORE to be transferred to APL M.V.
               Singapore, Ltd., a Delaware corporation; and

               (e)    APL THAILAND to be transferred to APL M.V.
               Thailand, Ltd., a Delaware corporation; and

       (2)    thereafter, on each Delivery Date, following the
               acquisition of the Vessel in question by the appropriate
               Original Owner, for the transfer of such Vessel by such
               Original Owner to one of the following five wholly-owned
               Subsidiaries of APL pursuant to an Exchange Agreement
               dated the date hereof between the Original Owner and the
               Transferee of the Vessel (the "Exchange Agreement") (such
               Subsidiaries, together with APL Philippines, being
               referred to collectively as the "Transferees" and,
               individually, as a "Transferee"), whereupon the
               Transferee acquiring the Vessel in question would be the
               "Transferee" with respect to that Vessel hereunder:
       
                      (a)     M.V. President Kennedy, Ltd., a Delaware
corporation;
                      (b)    M.V. President Adams, Ltd., a Delaware
                              corporation;
                      (c)    M.V. President Jackson, Ltd., a Delaware
                              corporation;
                      (d)    M.V. President Polk, Ltd., a Delaware
                              corpo- ration; and
                      (e)    M.V. President Truman, Ltd., a Delaware
                              corporation.
       
               F.     Concurrently with the execution and delivery of
this Amendment, APL, the Transferees and the Lenders are entering into
an Amended and Restated Agreement to Acquire and Charter dated as of the
date hereof, respecting, among other things, (i) the assignment of the
Shipbuilding Agreements to the Original Owners and to APL-Philippines,
(ii) the transfer of the Vessels to the Transferees as set forth in
Recitals D and E above, (iii) each TransfereeOs liability for Vessel
Indebtedness hereunder and (iv) AFL's obligation to charter any Vessel
transferred to a Transferee from such Transferee.

               G.     Notwithstanding the intended Vessel transfers from
the Transferor to APL-Philippines and the Original Owners stated in
Recitals D and E above, APL shall retain the right under the Loan
Agreement to take delivery itself of any of the Vessels from HDW or
Daewoo, as the case may be, and to draw down the applicable Subportion.

               H.     As more particularly provided herein:

               (1)    each of the Transferees, upon its execution of a
                      Note hereunder: (a) if it acquires a Daewoo
                      Vessel, will be jointly and severally liable as a
                      co-Borrower, together with all of the other
                      Transferees that have or thereafter shall execute
                      a Note hereunder, for all Vessel Indebtedness
                      respecting any or all of the Daewoo Vessels and
                      the HDW Vessels, and (b) if it acquires an HDW
                      Vessel, will be jointly and severally liable as a
                      co-Borrower, together with all of the other
                      Transferees that have or thereafter shall execute
                      an HDW Note hereunder, for all Vessel Indebtedness
                      respecting any or all of the HDW Vessels; and
               
               (2)    each Transferee's obligation to repay Vessel
                      Indebtedness under the Note executed by it or as a
                      joint and several co-Borrower under the terms
                      hereof shall be a non-recourse obligation, and
                      shall be limited to such Transferee's interest in
                      the Vessel acquired by it and the other assets and
                      property covered by the Security Documents to
                      which such Transferee is a party.
               
               I.     Concurrently with the execution and delivery of
this Amendment, the Guarantor will execute and deliver to the Lenders an
Amended and Restated Guarantee, amending and restating in its entirety
the Guarantee dated March 14, 1994, pursuant to which, as more
particularly provided therein, the Guarantor will guarantee the
obligations of APL and each of the Transferees, in each case under the
Loan Agreement, as amended hereby, and the Security Documents to which
it shall become a party.

               J. In light of the foregoing, KfW, the Syndicate Agent,
the Syndicate, APL and the Transferees wish to make certain amendments
to the Loan Agreement.

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

               Section 1. The following defined term is added to Section
1 of the Loan Agreement:

               "Transferees" means the following six (6) corporations:
                      (1)    M.V. President Kennedy, Ltd.; a Delaware
                              corporation;
                      (2)    M.V. President Adams, Ltd., a Delaware
                              corporation;
                      (3)    M.V. President Jackson, Ltd., a Delaware
                              corporation;
                      (4)    M.V. President Polk, Ltd., a Delaware
                              corporation;
                      (5)    M.V. President Truman, Ltd., a Delaware
                              corporation; and
                      (6)    APL M.V. Philippines, Ltd., a Delaware
                              corporation.
                      
and "Transferee" means, in respect of any Vessel, the corporation named
above that acquires that Vessel pursuant to an Exchange Agreement or, in
the case of APL PHILIPPINES, the Agreement to Acquire and Charter.

               This defined term shall supersede and replace the
definition of "Transferee" contained in Section 1 of the Loan Agreement.

               Section 2. The following definitions in Section 1 of the
Loan Agreement are amended to read as follows:

             "Agreement to Acquire and Charter" means the Amended and
      Restated Agreement to Acquire and Charter dated May 19, 1995
      among APL, KfW, the Syndicate Agent, the Syndicate Members and
      the Transferees respecting each TransfereeOs liability for the
      Vessel Indebtedness for any of the Vessels delivered to such
      Transferee and APL's obligation to charter any such Vessel from
      such Transferee, together with all Exhibits thereto.
      
               "Borrower" shall have the following meanings:

                      (i) Prior to any transfer of the Vessels pursuant
               to the Agreement to Acquire and Charter, APL shall be the
               Borrower; and
               
                      (ii) From and after the acquisition of any Vessel
               by a Transferee pursuant to an Exchange Agreement or, in
               the case of APL PHILIPPINES, the Agreement to Acquire and
               Charter, the related Transferee shall be the Borrower
               with respect to all payment and performance obligations
               relating to Vessel Indebtedness of that Vessel (including
               but not limited to, Sections 2.02(d), 3, 4, 5, 6, 10, 11,
               12 and 15.09 of this Agreement), and references to the
               Borrower in any of such Sections shall be construed to
               mean such related Transferee as Borrower, except that (x)
               references to the "Borrower" in Section 11.03 shall mean
               the Borrowers jointly and severally and (y) references to
               the "Borrower" in Section 12.01 shall mean any of the
               Borrowers. APL shall be the Borrower with respect to all
               other provisions of this Agreement (including but not
               limited to, Sections 8, 9 and 13.03).
               
               "Delivery Date" means, in respect of each Vessel, the
date on which that Vessel is either delivered to and accepted by APL
pursuant to the relevant Shipbuilding Agreement or ownership of that
Vessel is acquired by a Transferee in accordance with an Exchange
Agreement or, in the case of APL PHILIPPINES, the Agreement to Acquire
and Charter.

               "Guarantee" shall have the following meanings:

                      (i) Prior to any transfer of the Vessels pursuant
               to the Agreement to Acquire and Charter, the "Guarantee"
               shall mean the Guarantee dated March 14, 1994 by the
               Guarantor guaranteeing APL's obligations under the Loan
               Agreement and the Security Documents to which it shall
               become a party substantially in the form of Appendix E;
               and
               
                      (ii) From and after the transfer of any Vessel
               pursuant to the Agreement to Acquire and Charter,
               "Guarantee" shall mean the Amended and Restated Guarantee
               dated the first Delivery Date on which a Transferee shall
               acquire a Vessel by the Guarantor guaranteeing the
               obligations of APL and the Transferees, in each case
               under the Loan Agreement and the Security Documents to
               which it shall become a party, substantially in the form
               of Appendix E.
               
               "Loan Documents" means this Agreement, the Agreement to
Acquire and Charter, each of the Notes, *, the HDW Security Documents
and the Daewoo Security Documents.

               "Obligors" means APL, the Transferees (as such or as
Borrowers) and the Guarantor, and "Obligor" means any of them.

               "Operative Documents" shall mean the Loan Documents and
the Charter Documents, collectively.

               "Vessel Indebtedness" means, in respect of the HDW
Vessels and Daewoo Vessels, respectively, all sums owing, actually or
contingently, by the related Borrowers, jointly and severally, to the
relevant Lender(s) in respect of the Subportions which relates to such
Vessels under this Agreement; whether by way of repayment of principal,
payment of commitment commission, payment of interest or default
interest, payment upon any indemnity, reimbursement for costs or
otherwise howsoever).

               Section 3. Section 2.01(a) of the Loan Agreement is
amended to read as follows:

2.01           The HDW Tranche (a) The HDW Subportion.  Upon the terms
               and subject to the conditions set forth in this
               Agreement, KfW agrees to make available to APL or up to
               three of the Transferees (not including APL M.V.
               PHILIPPINES, Ltd.) as its Commitment up to three
               (3)advances (one per Transferee) on a joint and several
               liability basis in the aggregate principal amount of up
               to the lesser of (i) * or (ii) * of the Total Contract
               Price * of the three (3) HDW Vessels based on the
               Contract Price of each such Vessel calculated as of each
               VesselOs Delivery Date using the USD Exchange Rate (the
               "HDW Tranche"). Such maximum loan amounts may be reduced
               from time to time to take into account any reductions in
               the Contract Price of any HDW Vessel calculated using the
               USD Equivalent at the request of APL prior to delivery of
               the Vessel, but any reductions made in loan amounts shall
               not thereafter be eligible for borrowing. The joint and
               several obligation of each Borrower to repay each of the
               three (3) advances (the "HDW Subportions A-C") under the
               HDW Tranche shall be evidenced by the HDW Notes. It is
               expressly understood and agreed that a Borrower shall
               have no right to receive, and KfW shall have no
               obligation to disburse, any amount in respect of any HDW
               Subportion greater than the lesser of (i) * or (ii) * of
               the * Contract Price of a Vessel calculated as of such
               Vessel's Delivery Date.

               Section 4. The second paragraph of Section 2.01(b) of the
Loan Agreement is amended to read as follows:

                      Not later than 11:00 a.m. (New York City time) on
               the Delivery Date, and upon the fulfillment of the
               conditions in Section 7 hereof, the Agent will make such
               HDW Subportion available to APL or the related
               Transferee, as the case may be, in same day funds at the
               account specified in the HDW Notice of Drawdown.
               
               Section 5. Section 2.02(a) of the Loan Agreement is
amended to read as follows:

2.02           The Daewoo Tranche. (a) The Daewoo Subportions. Upon the
               terms and subject to the conditions set forth in this
               Agreement, each Syndicate Member agrees severally but not
               jointly, to make available to APL or up to three of the
               Transferees (including APL PHILIPPINES, Ltd.) on a joint
               and several liability basis as its Commitment up to three
               (3) advances (one per Transferee), which together with
               the advances made by the other Syndicate Members, shall
               be the lesser of (i) an aggregate principal amount of up
               to * or (ii) * of the Total Contract Price of the three
               Daewoo Vessels based on the Contract Price of each such
               Vessel (the "Daewoo Tranche"); provided, however, that
               the maximum Subportion in each case shall not exceed the
               sum of * of the Contract Price of each Daewoo Vessel as
               of its Delivery Date. Such maximum loan amounts may be
               reduced from time to time to take into account any
               reductions in such Contract Price at the request of APL,
               but any reductions made in loan amounts shall not
               thereafter be eligible for borrowing.  The total amount
               of each Loan to be made available by each Syndicate
               Member in respect of a Daewoo Subportion shall not exceed
               at any time the Aggregate Amount for such Syndicate
               Member and shall be equal to such MemberOs Percentage
               Interest of the Daewoo Tranche. The joint and several
               obligation of each Borrower to repay each of the three
               advances (the "Daewoo Subportions A-C") under the Daewoo
               Tranche shall be evidenced by the Daewoo Notes. It is
               expressly understood and agreed that a Borrower shall
               have no right to receive, and no Syndicate Member shall
               have any obligation to disburse, any amount in respect of
               any Daewoo Subportion greater than such Member's
               Percentage Interest of the Contract Price for each Daewoo
               Vessel. The failure of any Syndicate Member to advance
               any amount which it is obligated to advance hereunder in
               respect of any Daewoo Subportion shall not relieve it or
               any other Syndicate Member of the obligation to make such
               advances, but no Syndicate Member or the Syndicate Agent
               shall be responsible for the failure of any other
               Syndicate Member to advance its Aggregate Amount to the
               Borrower in respect of any Daewoo Subportion.

               Section 6.  Section 3.05(c) of the Loan Agreement to
               amended to read as follows:

               *
               
               Section 7. Sections 5.03 and 5.04 of the Loan Agreement
are amended to read as follows:

                      *
               
5.04                  Prepayment. (a) Voluntary Prepayment. Subject to
               no Event of Default, or Incipient Default, having
               occurred and being continuing, each Borrower may prepay
               at its option the outstanding principal amount of any
               Subportion, in accordance with Section 5.06 or 5.07, as
               applicable, in whole or in part, but any partial
               prepayment may be made only in inverse order of maturity;
               *  on the date set for such repayment set forth below,
               together with (i) interest accrued thereon to such date;
               (ii) a prepayment commission of * of the principal amount
               of each such Subportion so prepaid in respect of any *
               Notes and/or * Notes during the period running from the
               Delivery Date of the related Vessel and ending on the
               sixth anniversary thereof with no such commission to be
               charged thereafter; and (iii) any amounts owed under
               Section 11 hereof, with respect to the Subportion being
               prepaid; provided that, unless the Agent or the Syndicate
               Agent, as the case may be, shall otherwise agree, partial
               prepayments may only be made in amounts aggregating not
               less than * or integral multiples thereof. If a Borrower
               shall elect to make any such optional prepayment, such
               Borrower shall deliver a notice conforming to the
               requirements of Section 15.04, at least ten (10) Business
               Days prior to the date it  selects for such prepayment,
               to the Agent and the Syndicate Agent. If prepayment is
               made in respect of any Daewoo Subportion, the Commitment
               of each Syndicate Member shall be reduced pro rata by the
               amount of such prepayment, and each one of the Dollar
               amounts set forth in Schedule 3 hereto shall be reduced
               accordingly. Any notice of prepayment given as aforesaid
               shall be irrevocable and shall oblige the Borrower to
               make such prepayment on the date specified in the notice.
               Any Note or part thereof so prepaid may not be reissued.

                      (b)     Mandatory Prepayment.
               
                      (i)           If an Event of Loss shall occur
                              with respect to any Vessel after its
                              delivery, the related Borrower shall give
                              prompt written notice thereof to the Agent
                              or the Syndicate Agent, as the case may
                              be, and as soon as practicable thereafter,
                              such Borrower shall give such parties
                              written notice of the date on which all of
                              the Notes pertaining to that Subportion
                              shall be redeemed (the "Redemption Date"),
                              which date shall be a Business Day and
                              shall be not earlier than ten (10)
                              Business Days after the date notice of the
                              Redemption Date is given and not later
                              than the one hundred eightieth (180th) day
                              after the date of such Event of Loss;
                              provided, however, that for purposes of a
                              requisition of use, confiscation, seizure
                              or forfeiture of such Vessel as set forth
                              in clause (iv) of the definition for
                              "Event of Loss," the Redemption Date shall
                              be no later than the sixtieth (60th) day
                              after the date of such Event of Loss.

                      (ii)          On the Redemption Date, the
                              Borrower shall pay to the Agent or the
                              Syndicate Agent, as the case may be, funds
                              equal to the (x) principal amount
                              outstanding under the relevant Subportion
                              plus interest accrued thereon, and (y) any
                              amounts owed under Section 11 hereof, with
                              respect to the Subportion relating to the
                              Vessel having suffered an Event of Loss.
                      
                      (iii)         All monies received under this
                              Section 5.04(b) prior to the Redemption
                              Date by the Agent, the Syndicate Agent or
                              any Lender shall be credited against the
                              payment obligations of the Borrower under
                              Section 5.04(b)(ii) hereof.
                      
                      (iv)          Subject to no Event of Default, or
                              Incipient Default, having occurred and
                              being continuing, if any of the Lenders
                              receives any proceeds from insurance or
                              compensation
                              as to such Event of Loss, in excess of the payment
                              obligations to it of the Borrower under
                              Section 5.04(b)(ii) hereof, the balance of
                              such proceeds shall be paid to the
                              Borrower.
               
                      (c)    Release of Mortgage After Prepayment. Upon
               prepayment by the Borrower of any HDW or Daewoo
               Subportion in full, the Agent and/or the Syndicate Agent,
               as the case may be, shall release the Mortgage(s) on the
               Vessel relating to such Subportion so long as no Event of
               Default or Incipient Default shall have then occurred and
               be continuing. All costs and expenses reasonably incurred
               by the Agent, the Syndicate Agent and any Lender
               (excluding any legal fees and expenses by any Lender
               other than the Agent or the Syndicate Agent) in
               connection with such release and discharge of such
               Mortgage(s), including, but not limited to, any indemnity
               payments set forth in Section 11 hereof then due and
               payable, shall be for the account of, and payable by, the
               related Borrower.
      
               *
               
               Section 8. Section 7 of the Loan Agreement is amended to
read as follows:

7.             CONDITIONS PRECEDENT TO ADVANCE

               Each Lender's obligation to make its part of the HDW and
               the Daewoo Subportions available to APL or the related
               Transferee on each Delivery Date is expressly conditioned
               upon the following preconditions being satisfied and upon
               receipt by the Agent or the Syndicate Agent, as the case
               may be, of the following documents and evidence, as the
               case may be, on or before a closing to be held on the
               Delivery Date at the offices of Height, Gardener, Poor &
               Havens, 195 Broadway, New York, New York 10007, or at
               such other place as may be agreed upon by the Borrower,
               the Agent and the Syndicate Agent:
               
                      (a) Each of APL, such Transferee and the Guarantor
               shall be a corporation duly organized and existing in
               good standing under the laws of the jurisdiction of its
               incorporation; each of APL, such Transferee and the
               Guarantor shall have full corporate power and authority
               to own its assets, conduct its business as then being
               conducted, and enter into and consummate the transactions
               contemplated hereby and by the other Loan Documents and
               Charter Documents to which it is a party, and the Agent
               or the Syndicate Agent, as the case may be, shall have
               received (i) a certified copy of the certificate of
               incorporation of each of APL, such Transferee and the
               Guarantor, (ii) a certificate of the Secretary of each of
               APL, such Transferee and the Guarantor attaching the
               minutes or resolutions of its Board of Directors
               authorizing the transactions contemplated herein, (iii) a
               certificate from the Secretary of each of APL, such
               Transferee and the Guarantor or evidencing the authority
               of the persons executing the Loan Documents and Charter
               Documents, to which it is a party, to execute and deliver
               such Loan Documents and Charter Documents and such
               Obligor to perform under the Loan Documents and Charter
               Documents to which it is a party, and (iv) a certificate
               of good standing as to each of APL, such Transferee and
               the Guarantor, all in form and substance reasonably
               satisfactory to the Agent or the Syndicate Agent, as the
               case may be, and its special counsel;
               
                      (b) not less than five (5) days (or such shorter
               period as the Agent or the Syndicate Agent, as the case
               may be, may agree) before the proposed date for the
               making of each such Subportion, the Agent or the
               Syndicate Agent, as the case may be, shall have received
               an HDW or a Daewoo Notice of Drawdown, as the case may
               be, from APL and the Transferee if it is to be the owner
               of the related Vessel;
               
                      (c) no Event of Default shall have occurred and be
               continuing and no Incipient Default shall have occurred
               and be continuing and APL, the related Transferee and the
               Guarantor shall provide an officer's certificate to such
               effect in form and substance reasonably satisfactory to
               the Agent or the Syndicate Agent, as the case may be, and
               its special counsel;
               
                      (d) there shall not have occurred any material
               adverse change in the financial condition of any of APL,
               the related Transferee or the Guarantor which in the
               reasonable opinion of the Agent and/or the Syndicate
               Agent would materially and adversely affect the ability
               of (x) the Transferees and the Borrowers, individually
               and collectively to perform its  obligations as to the
               repayment of the Facility by the installments together
               with interests thereon herein set out or to perform any
               of their respective obligations under the Loan Agreement,
               the Charter Documents and the Security Documents to which
               any of them is or will become a party, or (y) the
               Guarantor to perform its obligations under the Guarantee;
               
                      (e) all representations and warranties of each of
               the Obligors contained in this Agreement, the Charter
               Documents and each of the Loan Documents to which each of
               them is, respectively, a party being true and correct in
               all material respects on that Delivery Date, except
               insofar as they relate exclusively to an earlier date,
               and each Obligor shall provide officer's certificates
               confirming such matters;
               
                      (f) all governmental and other consents, licenses,
               approvals and authorizations, if any, required with
               respect to the performance of APL, the related Transferee
               and the Guarantor under the Loan Documents and Charter
               Documents to which it is a party shall have been obtained
               and shall not have been revoked and, if requested by the
               Agent or the Syndicate Agent or its special counsel, true
               and complete copies of any of the same shall be provided;
               
                      (g) all Uniform Commercial Code financing
               statements or other document necessary, or reasonably
               requested by the Agent or the Syndicate Agent, to perfect
               its security interests under any of the Security
               Documents in the United States of America, the Republic
               of The Marshall Islands or any other relevant
               jurisdiction;
               
                      (h) certificate of APL or the related Transferee
               that it has delivered to each of the Agent and the
               Syndicate Agent a complete copy of the relevant
               Shipbuilding Agreement to the relevant Vessel including
               any subsequent amendments or supplements thereto not
               previously furnished;
               
                      (i) copies of the Bill of Sale and the Builder's
               Commercial Invoice and the Builder's Certificate to the
               relevant Vessel from HDW or Daewoo, as the case may be;
               
                      (j) all fees under Section 13 hereof accrued and
               due to the relevant Lenders have been paid in full and
               confirmation from HDW or Daewoo, as the case may be, of
               payment as to all amounts then due under the relevant
               Shipbuilding Contract as to the Vessel being delivered;
               
                      (k) (x) if the Vessel is to be transferred to a
               Transferee pursuant to an Exchange Agreement or, in the
               case of APL PHILIPPINES, the Agreement to Acquire and
               Charter, then evidence that such Vessel is duly
               registered in the name and ownership of the Transferee
               under the law and flag of the Republic of The Marshall
               Islands, free of registered liens except the relevant
               Mortgage(s); and (y) if the Vessel is not to be
               transferred to the Transferee, then evidence that such
               Vessel is duly registered in the name and ownership of
               APL under the laws and flag of its registry, free of
               registered liens except the relevant Mortgage(s);
               provided that, notwithstanding anything to the contrary
               in this Loan Agreement or any other Loan Document, any
               Vessel may be initially documented upon its Delivery Date
               under the laws and flag of the United States, if written
               notice of the intention to so document such Vessel is
               given to the Agent or the Syndicate Agent, as the case
               may be, not less than sixty (60) days prior to such
               Delivery Date, and the parties hereto shall make such
               changes to the Loan Documents and take such action
               (including, but not limited to, the selection of an
               approved trustee to act as mortgagee for the relevant
               Lenders and appropriate modification of the Loan
               Documents) which are consistent with the Loan Documents
               and which such parties may reasonably deem necessary to
               effectuate this proviso clause, and provided further
               that, notwithstanding anything to the contrary in this
               Loan Agreement or any other Loan Document, APL may, prior
               to the Delivery Date of such Vessel, assign the related
               HDW Shipbuilding Agreement or Daewoo Shipbuilding
               Agreement, as the case may be, to the extent the same
               relates to such Vessel, to the Transferee;
               
                      (l) each Loan Document and Charter Document, in
               respect of such Vessel duly executed, delivered and,
               where appropriate, registered or recorded (together with
               any documents to be executed pursuant to the terms
               thereof, including without limitation, notices of the
               Assignment(s) of Insurances);
               
                      (m) unless the mortgagor under the related
               mortgage is not the party accepting delivery under the
               Shipbuilding Agreement, confirmation from HDW or Daewoo,
               as the case may be, in the form set forth in Schedule 5-A
               or 5-B, respectively;
               
                      (n) confirmation from the Borrower in the form set
               forth in Schedules 5-C or 5-D, as the case may be;
               
                      (o) Protocol of Delivery and Acceptance of the
               relevant Vessel as required under the related
               Shipbuilding Agreement, and, if the mortgagor under the
               related mortgage is not the party accepting delivery
               under the Shiphuilding Agreement, a certificate of
               acceptance executed by the related Transferee;
               
                      (p) an independent broker's report, in form and
               substance reasonably satisfactory to the Agent or the
               Syndicate Agent, as the case may be, describing all
               insurance then carried and maintained with respect to the
               Vessel and the expiration date thereof, together with
               certificates of insurance in accordance with Section
               29(f)(i) of the Vessel's Mortgage(s), including a written
               confirmation from such broker in a form and substance
               reasonably satisfactory to the Agent or the Syndicate
               Agent, as the case may be, that such insurance complies
               with the terms of Section 29 of the Vessel's Mortgage(s);
               
                      (q)     Interim class certificate (dated not more
               than then (10) days prior to the relevant Delivery Date)
               evidencing chat such Vessel is in class and classed in
               the highest classification for vessels of the same age
               and type by the Classification Society;
               
                      (r) copies of all documents to be delivered by HDW
               or Daewoo, as the case may be, under Article 17(a)(ii) of
               the relevant Shipbuilding Agreement;
               
                      (s) each of the Lenders shall have received
               executed originals of the opinions set forth as Schedules
               4A and 4B hereto as well as such other opinions from such
               counsel as each Lender shall reasonably request and each
               of the Lenders shall have received from its special
               counsel, Haight, Gardner, Poor & Havens, a favorable
               opinion, in form and substance satisfactory to the
               Lenders, as to such matters incident to the transactions
               contemplated hereby as any such Lender may reasonably
               request; and
               
                      (t) if the Vessel is to be transferred to a
               Transferee pursuant to the Agreement to Acquire and
               Charter, then all conditions precedent to such
               Transferee's obligations on the related Delivery Date set
               forth in Section 3 of the Agreement to Acquire and
               Charter shall have been satisfied.
               
               Section 9. The following new Sections 2.03 and 2.04 are
hereby added to the Loan Agreement, immediately following Section 2.02
thereof:

2.03                     Joint and Several Liability. Notwithstanding
               anything herein or in any other Loan Document to the
               contrary, each of the Transferees agrees that, upon its
               execution of a Note: (i) if the Transferee acquires a
               Daewoo Vessel, it shall be jointly and severally,
               directly and primarily liable as a co-Borrower, together
               with all of the other Transferees that have or thereafter
               shall execute a Note hereunder, for payment in full of
               all Vessel Indebtedness respecting any or all of the
               Daewoo Vessels and the HDW Vessels, and (ii) if the
               Transferee acquires an HDW Vessel, it shall be jointly
               and severally, directly and primarily liable as a
               co-Borrower, together with all of the other Transferees
               that have or thereafter shall execute an HDW Note
               hereunder for payment in full of all Vessel Indebtedness
               respecting any or all of the HDW Vessels. In order to
               evidence its joint and several liability, each Transferee
               agrees that, on the related Delivery Date, it shall
               execute an endorsement to then outstanding Notes upon
               which it is jointly and severally liable. The liability
               of each Transferee shall be independent of the duties,
               obligations and liabilities of each and all of the other
               joint and several Transferees. The Lenders (subject to
               the provisions hereof) may bring a separate action or
               actions on each, any or all of the Vessel Indebtedness
               against each, any or all of the Transferees liable
               therefor hereunder, whether action is brought against any
               other or all of such Transferees, or any one or more of
               the Transferees is or is not joined therein.

2.04                     Nonrecourse Liability. Notwithstanding anything
               herein, in the Notes or in any other Loan Document to the
               contrary, the Lenders agree that they will look solely to
               the assets and property covered by the Security Documents
               (collectively, the "Recourse Assets") for all amounts
               coming due from the Transferees (or any Transferee)
               hereunder, under the Notes or under any of the other Loan
               Documents, and for the performance of all covenants,
               agreements and obligations and for the breach of
               representations and warranties or covenants of the
               Transferees (or any Transferee) hereunder or under the
               Notes or any of the other Loan Documents, or under any
               certificate or other documents executed and delivered by
               any Transferee as contemplated by the Loan Documents,
               and, therefore, notwithstanding anything contained in any
               of the aforesaid documents, no judgment or recourse
               (except a judgment against the Recourse Assets or any of
               them) shall be sought or enforced for the payment or
               performance of the Transferees' (or any Transferee's)
               obligations under this Agreement, the Notes, any other
               Loan Document or any such other certificate or document:
               (a) against any Transferee in its individual or personal
               capacity, other than in connection with the enforcement
               of remedies against the Recourse Assets or (b) against
               any assets or property of any Transferee other than the
               Recourse Assets; provided, however, that nothing in this
               Section shall (x) limit or otherwise prejudice in any way
               the rights of the Lenders to proceed against the
               Guarantor under the Guarantee or (y) constitute or be
               deemed to be a release of the obligations secured by, or
               impair the enforceability of, the liens, mortgage
               interests or other security interests created by the
               Security Documents, or to restrict the remedies available
               to the Lenders to realize upon the Security Documents or
               enforce the Guarantee.

Section 10.  Section 12.02(a) of the Loan Agreement is amended to read
               as follows:

                      (a) any Obligor fails to pay to the Agent or the
               Syndicate Agent, as the case may be, on the due date for
               payment thereof in the currency and in the manner
               specified herein or therein any sum of principal,
               interest, commission or fees payable by the Borrower
               under the terms of this Agreement or under any of the
               Notes and such default remains unremedied for three (3)
               Business Days after the due date; or
               
               Section 11. Sections 12.02(d) and (e) of the Loan
Agreement are amended to read as follows:

                      (d) any of the Obligors is in breach in the
               performance or observance of any other terms or
               conditions of this Agreement or in any of the Loan
               Documents, the Charter Documents or the Security
               Documents (other than the Mortgage(s) to which any of
               them is a party (not being a default which falls within
               paragraphs (a), (b) or (c) of this Section) and if it is
               capable of being remedied such breach is not remedied
               within thirty (30) days after receipt by the Borrower of
               notice of such breach from the Agent or the Syndicate
               Agent, as the case may be; provided, however, that an
               Event of Default under Section 24(a)(i) of the Charter
               caused by the failure of the Charterer to pay Additional
               Charter Hire shall not be an Event of Default under this
               Agreement; or
               
                      (e) there occurs any event which constitutes an
               Event of Default under any Mortgage on any Vessel under
               any of the Charters; or
               
               Section 12. Appendix A-1A, Appendix A-1B, Appendix A-2A
and Appendix A-2B of the Loan Agreement (forms of Notes) are each
amended and restated as set forth in Exhibits A-1, A-2, A-3 and A-4
hereto, respectively.

               Section 13. Appendix B-1 and Appendix B-2 of the Loan
Agreement (forms of Mortgages) are each amended by (i) replacing the
existing recitals B and C with the following recitals B, C and D (and
changing recitals D and E to E and F, respectively):


                     B. This Mortgage is granted to secure certain
      obligations of the Borrower under that certain Loan Agreement
      dated March 14, 1994, as amended by Amendment No.1 thereto, dated
      May 19, 1995, among American President Lines, Ltd. ("APL"), the
      Borrower, the other Transferees, the Mortgagee and other lenders
      (the "Loan Agreement"; terms used herein without definition shall
      have the respective meanings provided in the Loan Agreement) (a
      copy of which without Exhibits is attached hereto as Exhibit A).
      
                     C. The Mortgagee has agreed to make loans with
      respect to three (3) vessels [insert names and official numbers],
      including the Vessel, one of which is to be owned by the
      Borrower, pursuant to the Loan Agreement and that certain Amended
      and Restated Agreement to Acquire and Charter, dated May 19,
      1995, among APL, the Borrower, the other Transferees, the
      Mortgagee and the other Lenders named therein (a copy of which is
      attached hereto as Exhibit A-1), such loans to be in an aggregate
      amount not to exceed _____________ United States Dollars (USD
      _______________) (collectively, the "Loans"). The total amount of
      the Loans is or shall be evidenced by the [HDW] [Daewoo] Notes.
      The portion of the Loans relating to the acquisition of the
      Vessel is in the principal amount of United States Dollars (USD
      ), which portion is evidenced by the specific [HDW] [Daewoo]
      Notes dated May 19, 1995 (the "[HDW] [Daewoo Notes"), (a form of
      which without Exhibits is attached hereto as Exhibit B), and in
      order to induce the Mortgagee to make the Loans, the Borrower has
      agreed to grant this Mortgage to the Mortgagee to secure the
      [HDW] [Daewoo] Notes and the Borrower's joint and several
      liability under the Loan Agreement for the repayment of the
      remaining [HDW] [Daewoo] Notes issued or to be issued by APL or
      any remaining Transferee and the other obligations stated in
      paragraph D below with respect to the acquisition of the other
      [HDW] [Daewoo] Vessels other than the Vessel.
      
                     D. The term "Obligations" shall mean all of the
      obligations of the Borrower to pay any amount to the Mortgagee
      under this Mortgage, the [HDW] [Daewoo] __________ Notes and the
      Loan Agreement insofar as it relates to the [HDW] [Daewoo]
      Tranche Loans (including, without limitation, the Borrower's
      joint and several liability under the Loan Agreement for the
      repayment of the remaining [HDW] [Daewoo] Notes), whether by
      reason of reimbursement, interest, indemnity or for any other
      reasons whatsoever.
      
and (ii) adding the following paragraph after clause (55):

                     (56) Notwithstanding anything herein, in the [HDW]
      [Daewoo]__________ Notes or in any other Loan Document to the
      contrary, by acceptance of this Mortgage, the Mortgagee agrees
      that it will look solely to the Vessel and the other assets and
      property covered by this Mortgage and the other
      [HDW] [Daewoo] Security Documents (collectively, the "Recourse
      Assets") for all amounts coming due from the Borrower under this
      Mortgage, the [HDW] [Daewoo] _____ Notes or any other Loan
      Documents, and for the performance of all covenants, agreements
      and obligations and for the breach of representations and
      warranties or covenants of the Borrower hereunder or under the
      [HDW] [Daewoo] _____ Notes or any of the other Loan Documents, or
      under any certificate or other documents executed and delivered
      by the Borrower as contemplated by the Loan Documents, and,
      therefore, notwithstanding anything contained in any of the
      aforesaid documents, no judgment or recourse (except a judgment
      against the Recourse Assets or any of them) shall be sought or
      enforced for the payment or performance of the Borrower's
      obligations under this Mortgage, the [HDW] [Daewoo] _____ Notes,
      any other Loan Document or any such other certificate or
      document: (a) against the Borrower in its individual or personal
      capacity, other than in connection with the enforcement of
      remedies against the Recourse Assets or (b)against any assets or
      property of the Borrower other than the Recourse Assets;
      provided, however, that nothing in this paragraph shall (x) limit
      or otherwise prejudice in any way the rights of the Mortgagee to
      proceed against the Guarantor under the Guarantee, or (y)
      constitute or be deemed to be a release of the obligations
      secured by, or impair the enforceability of, the liens, mortgage
      interests or other security interests created by the [HDW]
      [Daewoo] Security Documents, or to restrict the remedies
      available to the Mortgagee to realize upon the [HDW] [Daewoo]
      Security Documents or enforce the Guarantee.
      
               Section 14. Appendix E of the Loan Agreement (form of
Guarantee) is amended and restated as set forth in Exhibit B hereto.

               Section 15. Schedules 4A and 4B of the Loan Agreement
(forms of legal opinions) are amended and restated as set forth in
Exhibits C-1 and C-2 hereto, respectively.

               Section 16. This Amendment No. 1 shall be governed by and
construed in accordance with laws of the State of New York (other than
the law of the State of New York governing choice of law).

               Section 17. Each Transferee hereby submits itself to New
York jurisdiction and agrees to observe and perform the agreements and
covenants and shall have the rights contained in Section 15.08 of the
Loan Agreement, the provisions of which are hereby incorporated herein
by reference, to the same extent and under the same terms and conditions
so provided in said Section 15.08.

               Section 18. Except as amended by this Amendment No. 1,
all other terms, conditions and covenants of the Loan Agreement are
hereby confirmed by the parties hereto and remain unchanged and in full
force and effect. From and after the date hereof, all references to the
Loan Agreement (i) in the Loan Agreement (including references therein
to "this Agreement", "hereof" and "hereunder"), and (ii) in any of the
other Loan Documents, shall be deemed to be references to the Loan
Agreement as amended by this Amendment No. 1.

               Section 19. This Amendment No. 1 may be executed in
separate counterparts, each of which, when executed and delivered shall
be an original, but all such counterparts shall together constitute but
one and the same instrument.
               IN WITNESS WHEREOF, The parties have caused this

Amendment No. 1 to be duly executed by their respective officers as the

day and year first above written.



                                     KREDITANSTALT FUR WIEDERAUFBAU


                                     /s/
                                     By:
                                     Title:


                                     COMMERZBANK AG, HAMBURG


                                     /s/
                                     By:
                                     Title:


                                     /s/
                                     By:
                                     Title:


                                     COMMERZBANK AG (KIEL BRANCH)


                                     /s/
                                     By:
                                     Title:


                                     /s/
                                     By:
                                     Title:







              [Signature Page to Amendment No. 1 to Loan Agreement]