INTERCREDITOR AGREEMENT, dated as of May ___, 2002, by and among TRANSPORTATION
RECEIVABLES 1992, LLC, a Delaware limited liability company (together with its successors and assigns,
"TRI"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its
successors and assigns, "GECC"), and TRAILER BRIDGE, INC., a New York corporation (together with its
successors and assigns, "Borrower").
The parties hereto hereby agree as follows:
1. Definitions. (a) The following terms shall have the following meanings:
"Agreement": this Intercreditor Agreement, as the same may be amended, supplemented or otherwise modified
from time to time.
"Collateral": the GECC Priority Collateral and the Designated Collateral.
"Designated Collateral": the collective reference to the Designated Equipment and the Designated Headquarters
"Designated Equipment": the International Tractors and Aluminum Van Trailers more particularly described on
Schedule A hereto, the titles to which note, or will note, the first priority lien of TRI and the second priority lien of
"Designated Headquarters Facility": the Borrower's headquarters and truck facility and surrounding land in
Jacksonville, Florida as more particularly described on Exhibit B hereto.
"Enforcement Action": the commencement of any action to foreclose on the security interests or liens in all or any
portion of the Designated Collateral, or the commencement of any legal proceedings or actions against or with
respect to all or any portion of the Designated Collateral.
"GECC Loans": the loans made by GECC to Borrower pursuant to the GECC Loan Agreement.
"GECC Loan Agreement": the Loan and Security Agreement dated as of December 27, 2000, between
Borrower and GECC, as the same has or may be amended, modified or supplemented from time to time,
including, without limitation, amendments, modifications, supplements and restatements thereof giving effect to
increases, renewals, extensions,