Exhibit 10.22.2

                              AMENDED AND RESTATED
                          CONSOLIDATED PROMISSORY NOTE

THIS PROMISSORY NOTE AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN
Consolidated Promissory NOTE DATED AS OF May 23, 2002 MADE BY THE BORROWER (AS
DEFINED HEREIN) TO THE LENDER (AS DEFINED HEREIN) IN THE ORIGINAL PRINCIPAL
AMOUNT OF $5,000,000,000 (THE "ORIGINAL NOTE"). THIS PROMISSORY NOTE IS GIVEN
SOLELY IN SUBSTITUTION OF THE ORIGINAL NOTE AND NOT IN REPAYMENT OR SATISFACTION
THEREOF.

$5,000,000.00                                         New York, New York
                                                            May 23, 2002

                  For value received, the receipt and sufficiency of which are
hereby acknowledged, TRAILER BRIDGE, INC., a Delaware corporation ("Borrower"),
promises to pay to the order of Transportation Receivables 1992, LLC ("Lender"),
FIVE MILLION DOLLARS ($5,000,000.00), or if less, the aggregate unpaid principal
amounts of the Loan advanced by Lender to Borrower under the LOAN AND SECURITY
AGREEMENT dated as of May 10, 2002 by and between Borrower and Lender (said
agreement, as the same may be amended, restated or supplemented from time to
time, being herein called the "Agreement") together with interest on the unpaid
balance of such amount pursuant to the terms of this Note. This Note is the note
issued under the Agreement to which a reference is made for a statement of all
of the terms and conditions of the Loan evidenced hereby. Capitalized terms not
defined in this Note shall have the respective meanings assigned to them in the
Agreement. This Note is secured by the Agreement and the Collateral, and is
entitled to the benefit of the rights and security provided thereby.

                  Commencing on the date of the Original Note to and including
April 21, 2004 (the "Restart Date"), interest shall accrue daily and be
compounded annually on the unpaid principal balance of this Note at a rate of
8.03% per annum. From and after the date immediately following the Restart Date,
interest on the outstanding principal balance under this Note shall be payable
at the rate of 8.03% per annum (and, in the event of a default of the terms of
this Note, at a rate that is 3.00% greater than the otherwise applicable rate),
quarterly on the 23rd day of every February, May, August, November, commencing
August 23, 2004. Interest shall be computed based on a 360-days year of twelve
30-day months. All payments made pursuant to this Note shall be in immediately
available funds in United States dollars.

                  The outstanding principal and accrued and unpaid interest
under this Note shall be immediately due and payable on May 23, 2007.

                  This Note may be prepaid in whole or in part at any time or
from time to time. Payments received by Lender shall be applied first against
accrued and unpaid interest and then against principal. To the fullest extent
permitted by applicable law, Borrower waives: (a) presentment, demand and
protest, and notice of presentment, dishonor, intent to accelerate,


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acceleration, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all of the Obligations, the Loan
documents or this Note; (b) all rights to notice and a hearing prior to Lender's
taking possession or control of, or to Lender's replevy, attachment or levy
upon, the Collateral or any bond or security that might be required by any court
prior to allowing Lender to exercise any of its remedies; and (c) the benefit of
all valuation, appraisal and exemption laws.

                  THIS NOTE CONSOLIDATES THAT CERTAIN PROMISSORY NOTE IN THE
AMOUNT OF $3,000,000 MADE BY THE BORROWER IN FAVOR OF THE ESTATE OF M. P. McLEAN
AND ASSIGNED TO THE LENDER, AND THAT CERTAIN $2,000,000 FUTURE ADVANCE NOTE MADE
BY THE BORROWER IN FAVOR OF THE LENDER, WHICH NOTES ARE ATTACHED HERETO AND AS
TO WHICH DOCUMENTARY STAMP AND INTANGIBLES TAXES HAVE BEEN PAID.

                  Borrower acknowledges that this Note is executed as part of a
commercial transaction and that the proceeds of this Note will be not be used
for any personal or consumer purpose.

                  Upon the occurrence of any one of more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein.

                  BORROWER ACKNOWLEDGES THAT BORROWER HAS WAIVED THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY
THE LAW OF THE STATE OF FLORIDA.


                                        TRAILER BRIDGE, INC.


                                        By:  /s/ Ralph W. Heim
                                            -----------------------------------
                                            Name:  Ralph W. Heim
                                            Title: President and C.O.O.



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