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Security Agreement

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Title:

Security Agreement

Entities:

Trailer Bridge, Inc.

Date:

2005

Size:

74KB total

Price:

$40

ID:

#909120

► Financing ► Security Agreements
► Transportation ► Water Transportation

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SECURITY AGREEMENT

DATED AS OF

December 1, 2004

MADE BY AND BETWEEN

TRAILER BRIDGE, INC.

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

TABLE OF CONTENTS


		Page
ARTICLE I Definitions		1
Section 1.01	Definitions	1
Section 1.02	Rules of Interpretation	4
ARTICLE II Grant of Security Interest		4
Section 2.01	Grant of Security Interest	4
ARTICLE III Representations and Warranties		5
Section 3.01	Title; No Other Liens	5
Section 3.02	Perfected First Priority Liens	6
Section 3.03	Company Information	6
Section 3.04	Solvency	6
ARTICLE IV Covenants		6
Section 4.01	Covenants in Indenture	6
Section 4.02	Maintenance of Perfected Security Interest; Further Documentation	6
Section 4.03	Changes in Locations, Name, Etc.	7
Section 4.04	Substitution of Collateral	7
Section 4.05	Indemnification Agreement; Escrow Agreement	8
ARTICLE V Remedial Provisions		8
Section 5.01	Code and Other Remedies	8
Section 5.02	Waiver; Deficiency	9
Section 5.03	Non-Judicial Enforcement	9
ARTICLE VI The Trustee		10
Section 6.01	Trustees Appointment as Attorney-in-Fact, Etc.	10
Section 6.02	Duty of Trustee	11
Section 6.03	Filing of Financing Statements	11
Section 6.04	Authority of Trustee	12
Section 6.05	Limitation on Duty of Trustee in Respect of Collateral	12
Section 6.06	Incorporation by Reference; Indemnity and Expenses	12
ARTICLE VII Miscellaneous		13
Section 7.01	Waiver	13
Section 7.02	Notices	13
Section 7.03	Payment of Expenses, Indemnities, Etc.	13
Section 7.04	Amendments in Writing	14
Section 7.05	Successors and Assigns	14
Section 7.06	Survival; Revival; Reinstatement	14
Section 7.07	Counterparts; Integration; Effectiveness	15
Section 7.08	Severability	15
Section 7.09	Governing Law	15
Section 7.10	Headings	15
Section 7.11	Acknowledgments	15
Section 7.12	Restricted Subsidiaries	16
Section 7.13	Asset Sale Proceeds Account	16
Section 7.14	Releases, etc.	18
Section 7.15	Acceptance	18

- i -


Section 7.16		Resignation or Removal of Trustee		18


SCHEDULES:
1.01		Excluded MARAD Collateral
2.01(a)		Containers
2.01(b)		Vehicle Transport Modules
2.01(c)		Chassis
3.03		Filings and Other Actions Required to Perfect Securing Interests
3.04		Location of Jurisdiction of Organization and Chief Executive Office
8.02		Notice Address of Company

- ii -

This SECURITY AGREEMENT dated as of December 1, 2004 is entered into by and between Trailer Bridge, Inc., a Delaware corporation, (Company), and Wells Fargo Bank, National Association, as trustee under the Indenture (Trustee).

RECITALS

A. The Company intends to issue US$85,000,000 in principal amount of its senior secured notes due 2011 pursuant to the Indenture dated as of December 1, 2004 (as amended, supplemented or otherwise modified, the Indenture), by and among the Company and the Trustee.

B. The Indenture requires the Company to secure payment of the Notes by Liens on, among other items of its property and assets, the Collateral (as herein defined).

C. The Indenture further requires that such Liens in the Collateral be granted pursuant to the Security Documents to the Trustee acting for the benefit of the holders of the Notes. This Agreement sets forth the terms on which the Trustee has undertaken to accept, hold and enforce such Liens and all related rights, interests and powers as agent for, and for the benefit exclusively of, the present and future holders of the Notes.

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