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EXHIBIT 10.4

                               AMENDMENT NUMBER 1
                     TO AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDMENT NUMBER 1, dated as of August 6, 2001 (the "Amendment")
to the Amended and Restated Loan Agreement, dated as of July 19, 2001 (as
amended or supplemented from time to time as permitted thereby, the "Loan
Agreement"), between Cronos Finance (Bermuda) Limited, a company organized and
existing under the laws of the Islands of Bermuda (the "Issuer"), FORTIS BANK
(NEDERLAND) N.V. (f/k/a MeesPierson N.V.), a Naamloze Vennootschap, as agent on
behalf of the Noteholders (in such capacity, the "Agent") and itself, as the
Noteholder (the "Initial Noteholder").

                              W I T N E S S E T H:

         WHEREAS, the Issuer, the Agent and the Initial Noteholder have
previously entered into the Loan Agreement;

         WHEREAS, the parties desire to amend the Loan Agreement in order to
modify certain provisions of the Loan Agreement;

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

         SECTION 1. Defined Terms. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned in the Loan
Agreement.

         SECTION 2. Full Force and Effect. Other than as specifically modified
hereby, the Loan Agreement shall remain in full force and effect in accordance
with the terms and provisions thereof and is hereby ratified and confirmed by
the parties hereto.

         SECTION 3. Amendment to the Loan Agreement. Effective upon the
execution and delivery hereof,

         (a)      Section 1208 of the Loan Agreement is hereby amended to read
                  in its entirety as follows:

                  Consent to Jurisdiction. Any legal suit, action or proceeding
         against the Issuer arising out of or relating to this Loan Agreement,
         or any transaction contemplated hereby, may be instituted in any
         federal or state court in The County of New York, State of New York and
         the Issuer hereby waives any objection which it may now or hereafter
         have to the laying of venue of any such suit, action or proceeding, and
         the Issuer hereby irrevocably submits to the jurisdiction of any such
         court in any such suit, action or proceeding. The Issuer hereby
         irrevocably appoints and designates CT Corporation System, having an
         address at 111 Eighth Avenue, New York, New York, 10011, its true and
         lawful attorney-in-fact and duly authorized agent for the limited
         purpose of accepting servicing of legal process and the Issuer agrees
         that service of process upon such party shall constitute personal
         service of such process on such Person. The Issuer shall maintain the
         designation and appointment of such authorized agent until all amounts
         payable under this Loan Agreement shall have been paid in full. If such
         agent shall cease to so act, each of the Agent and the Owner shall


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         immediately designate and appoint another such agent satisfactory to
         the Agent and shall promptly deliver to the Agent evidence in writing
         of such other agent's acceptance of such appointment.

         (b)      Section 1214 of the Loan Agreement is hereby amended to read
                  in its entirety as follows:

                  CONSENT TO JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING
         AGAINST THE AGENT ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY
         TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR
         STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATE OF NEW YORK AND
         THE AGENT AND THE ISSUER EACH HEREBY WAIVE ANY OBJECTION WHICH IT MAY
         NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION
         OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS
         AGREEMENT, EACH AGENT AND THE ISSUER EACH HEREBY IRREVOCABLY SUBMITS TO
         THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
         PROCEEDING. THE AGENT AND THE ISSUER HEREBY IRREVOCABLY APPOINTS AND
         DESIGNATES CT CORPORATION SYSTEMS, HAVING AN ADDRESS AT 111 EIGHTH
         AVENUE, NEW YORK, NEW YORK, 10011, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT
         AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING
         SERVICING OF LEGAL PROCESS AND THE AGENT AND THE ISSUER EACH AGREE THAT
         SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF
         SUCH PROCESS ON SUCH PERSON. PURSUANT TO NEW YORK GENERAL OBLIGATIONS
         LAW SECTION 5-1402, THE AGENT AND THE ISSUER SHALL EACH MAINTAIN THE
         DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS
         PAYABLE UNDER THIS AGREEMENT SHALL HAVE BEEN PAID IN FULL. IF SUCH
         AGENT SHALL CEASE TO SO ACT, THE AGENT OR THE ISSUER, AS THE CASE MAY
         BE, SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT
         SATISFACTORY TO THE AGENT AND SHALL PROMPTLY DELIVER TO THE AGENT
         EVIDENCE IN WRITING OF SUCH OTHER AGENT'S ACCEPTANCE OF SUCH
         APPOINTMENT.

         SECTION 4. Representations and Warranties. The Issuer hereby confirms
         that each of the representations and warranties set forth in Article V
         of the Loan Agreement are true and correct as of the date first written
         above with the same effect as though each had been made as of such
         date, except to the extent that any of such representations and
         warranties expressly relate to earlier dates.


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         SECTION 5.  Effectiveness of Amendment.

         (a) This Amendment shall become effective as of the date first written
above.

         (b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

         (c) On and after the execution and delivery hereof, (i) this Amendment
shall be a part of the Loan Agreement, and (ii) each reference in the Loan
Agreement to "this Agreement" or "hereof", "hereunder" or words of like import,
and each reference in any other document to the Loan Agreement shall mean and be
a reference to the Loan Agreement as amended or modified hereby.

         SECTION 6. Execution in Counterparts. This Amendment may be executed by
the parties hereto in separate counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

         SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                            [Signature page follows.]


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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the date first above written.

                                          CRONOS FINANCE (BERMUDA) LIMITED

                                          By:      /s/ DENNIS J TIETZ
                                          ------------------------------------

                                          Name              Dennis J Tietz

                                          ------------------------------------


                                          Title:   Director

                                          ------------------------------------


                                          FORTIS BANK (NEDERLAND) N.V., as Agent
                                          and Initial Noteholder

                                          By:      /s/ MAARTEN SCHIPPER

                                                   /s/ MERIJN ZONDAG
                                                   -----------------------------


                                          Name:      Maarten Schipper

                                                     Merijn Zondag

                                          Title:________________________________


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