EXHIBIT 2.37

         AMENDMENT NO. 1 TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT


                  THIS  AMENDMENT  NO. 1 TO AMENDED AND  RESTATED  REIMBURSEMENT
AGREEMENT  (this  "Amendment")  is made as of the  ____ day of May,  1999  among
BARRINGTON  (AUSTRALIA)  PTY  LIMITED  (ACN  080  850  559)  ("Barrington")  and
PALMERSTON  (AUSTRALIA)  PTY LIMITED  (ACN 080 850 586)  ("Palmerston"  and with
Barrington collectively referred to as the "Original Borrowers"), each a company
organized  and  existing  under the laws of New  South  Wales,  Commonwealth  of
Australia,  and VSSI AUSTRALIA  LIMITED,  a company organized and existing under
the laws of the  Republic of Liberia  ("VSSI  Australia"  and with the  Original
Borrowers  collectively referred to as the "Borrowers"),  VSSI TRANSPORT INC., a
company  organized and existing under the laws of the Republic of Liberia ("VSSI
Transport" and with the Borrowers  collectively referred to as the "Owners") and
ALLIANCE  CHARTERING  PTY  LIMITED  (ACN 080 850  540)  ("Alliance")  a  company
organized  and  existing  under the laws of New  South  Wales,  Commonwealth  of
Australia,  as account  parties  ("Alliance"  and with the  Owners  individually
referred to as an  "Obligor"  and  collectively  as the  "Obligors"),  the BANKS
listed on the  signature  pages  thereof  and any  additional  banks as may have
become a party  thereto  pursuant to Clause 8 thereto (the  "Banks") and NEDSHIP
BANK  (AMERICA)  N.V.,  as agent (in such  capacity,  the  "Agent") and security
trustee (in such  capacity,  the "Security  Trustee")  (the  "Agreement")  which
Agreement amends several loans and restates that certain reimbursement agreement
dated December 17, 1997 (the  "Original  Reimbursement  Agreement")  made among,
inter alia, the Original  Borrowers,  Palmstar Thistle Inc., a company organized
and existing under the laws of the Republic of Liberia, Alliance, certain of the
Banks, the Agent and the Security Trustee.

                          WITNESSETH THAT:

     WHEREAS,  pursuant to the Agreement,  the Agent issued an Amended Letter of
Credit;

     WHEREAS,  the Borrowers  have  requested,  and the Lenders have agreed,  to
amend Section 6.1(h) of the Agreement;

     NOW,  THEREFORE,  in  consideration of the premises and such other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged  by the parties,  it is hereby agreed as follows:

     1.  Definitions.  Unless  otherwise  defined herein,  words and expressions
defined in the Agreement  shall bear the same meanings  ascribed  thereto in the
Agreement.
     2.  Representations and Warranties.  Each of the Borrowers hereby reaffirm,
as of the date hereof,  each and every  representation and warranty made thereby
in the  Agreement,  the Note and the  Security  Documents to which it is a party
(updated mutatis mutandis).
     3. No Defaults.  Each of the Borrowers hereby represent and warrant that as
of the date hereof there exists no Event of Default or any condition which, with
the giving of notice or passage of time, or both,  would  constitute an Event of
Default.
     4. Performance of Covenants. Each of the Borrowers hereby reaffirms that it
has duly performed and observed the covenants and  undertakings set forth in the
Agreement,  the Note and the Security  Documents to which it is a party,  on its
part to be performed,  and covenants and  undertakes to continue to duly perform
and observe such covenants and  undertakings,  as amended hereby, so long as the
Agreement shall remain in effect.

     5. Amendment to the Agreement.  Subject to the terms and conditions of this
Amendment,  the Agreement is hereby amended and supplemented as follows: (a) The
existing Section

     6.1(h) is deleted and replaced by the following:  6.1(h) Change of Control.
There is,  without the prior written  consent of the Majority  Lenders,  (i) any
change in the legal or beneficial  stock  ownership or voting  control of any of
the Obligors or (ii) any pledge of the shares of the capital stock of any of the
Obligors in favor of a party other than the  Security  Trustee or (iii) a Change
of Control in respect of the Guarantor;

     (b) The following  definition of "Change of Control" is inserted in Section
1.1  immediately  following the definition of  "Borrowers":  "means such time as
(i)(a)  prior to the Merger less than a majority  of the issued and  outstanding
shares of capital stock of the Guarantor are legally and  beneficially  owned by
the  Cirrus  Trust and the JTK Trust and (b) after the  Merger,  a  "person"  or
"group"  (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
other than the Cirrus Trust or the JTK Trust  becomes the  ultimate  "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the
total voting power of the outstanding shares of stock of the Guarantor;  or (ii)
individuals  who at  the  beginning  of any  period  of  two  consecutive  years
constituted  the  Board of  Directors  (together  with any new  directors  whose
election by the Board of Directors or whose nomination by the Board of Directors
for election by the Guarantor's  stockholders was approved by a vote of at least
two-thirds  of the members of the Board of  Directors  then in office who either
were members of the Board of  Directors on the date of the closing  hereunder or
whose election or nomination for election was previously so approved)  cease for
any reason to  constitute a t least 50% of the members of the Board of Directors
then in office";

     (c) The following  definition of "Exchange  Act" is inserted in Section 1.1
immediately  following  the  definition  of "Event(s)  of  Default":  "means the
Securities and Exchange Act of 1934, as amended";

(d) The following
definition  of "Merger" is inserted  in Section 1.1  immediately  following  the
definition of "Materials of Environmental  Concern":  "means the consummation of
the  transaction  announced by the Guarantor on March 29, 1999 pursuant to which
the Guarantor  shall acquire the outstanding  capital stock of Bona  Shipholding
Ltd."

     6. No Other  Amendment.  All other terms and  conditions  of the  Agreement
shall  remain  in full  force and  effect  and the  Agreement  shall be read and
construed  as if the terms of this  Amendment  were  included  therein by way of
addition or substitution, as the case may be.

     7. Note.  By the  execution  and  delivery of this  Amendment,  each of the
Borrowers  hereby  consents  and agrees  that (a) the Note shall  remain in full
force and effect  notwithstanding the amendment contemplated hereby, and (b) all
references  in the  Note to the  Agreement  shall  be  deemed  to  refer  to the
Agreement as amended by this Amendment.

     8. Fees and  Expenses.  The Borrowers  jointly and  severally  agree to pay
promptly all costs and expenses  (including  reasonable legal fees) of the Agent
and any  Lender  in  connection  with  the  preparation  and  execution  of this
Amendment.

     9.  Governing  Law.  This  Amendment  shall be governed by and construed in
accordance with the laws of the State of New York.

     10. Counterparts. This Amendment may be executed in as many counterparts as
may be deemed  necessary or convenient,  and by the different  parties hereto on
separate counterparts each of which, when so executed,  shall be deemed to be an
original  but all  such  counterparts  shall  constitute  but  one and the  same
agreement.

     11. Headings;  Amendment.  In this Amendment,  Clause headings are inserted
for convenience of reference only and shall be ignored in the  interpretation of
this Amendment. This agreement cannot be amended other than by written agreement
signed by the parties hereto.

     IN WITNESS WHEREOF,  each of the parties hereto has executed this Amendment
by its duly authorized representative on the day and year first above written.

                                             BARRINGTON (AUSTRALIA) PTY LIMITED
                                             (ACN 080 850 559)


                                             By   ___________________________
                                                  Name:
                                                  Title:



                                             PALMERSTON (AUSTRALIA) PTY LIMITED
                                             (ACN 080 850 586)


                                             By   ___________________________
                                                  Name:
                                                  Title:



                                             VSSI AUSTRALIA LIMITED


                                             By   ___________________________
                                                  Name:
                                                  Title:


                                             VSSI TRANSPORT INC.


                                             By   ___________________________
                                                  Name:
                                                  Title:



                                             ALLIANCE CHARTERING PTY LIMITED


                                             By   ___________________________
                                                  Name:
                                                  Title:



                                             THE BANK OF NEW YORK


                                             By   ___________________________
                                                  Name:
                                                  Title:



                                             NEDSHIP BANK (AMERICA) N.V.
                                             as Agent, Security Trustee and Bank



                                             By   ___________________________
                                                  Name:
                                                  Title:

                                             LANDESBANK SCHLESWIG-HOLSTEIN



                                             By   ___________________________
                                                  Name:
                                                  Title:


01029.004 #92149


<PAGE>


                      CONSENT, AGREEMENT AND REAFFIRMATION


                  The undersigned hereby consents and agrees to all of the terms
and conditions of the  Amendments  dated the date hereof to each of (i) the Loan
Facility  Agreement dated December 18, 1997 between  Barrington  (Australia) Pty
Limited and Palmerston  (Australia) Pty Limited, as Borrowers and Rabo Australia
Limited, as Lender and (ii) the Loan Facility Agreement between VSSI (Australia)
Limited as Borrowers and Rabo Australia  Limited as Lender dated April 17, 1998,
and hereby  reaffirms its  obligations  under its Guaranties  dated December 18,
1997 and April 17, 1998  executed in  connection  with the  aforementioned  Loan
Facility Agreements.

                  IN WITNESS  WHEREOF,  the undersigned has caused this Consent,
Agreement and Reaffirmation to be executed as of this _____ day of May, 1999.

                                        NEDSHIP BANK (AMERICA) N.V.


                                        By       _______________________
                                                 Name:
                                                 Title:


01029.004 #92149