ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.21

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 2, 1999 (this “Agreement”), is made by and between Sea-Land Service, Inc. (“Sea-Land”), a Delaware corporation, and Sea-Land Domestic Shipping, LLC (“Sea-Land Domestic Shipping”), a Delaware limited liability company and a wholly-owned subsidiary of Sea-Land.

WHEREAS, Sea-Land has chartered the vessels listed on Schedule A attached hereto pursuant, respectively, pursuant to the charters also listed on Schedule A opposite the names of the vessels (collectively, the “Charters”); and

WHEREAS, Sea-Land and Sea-Land Domestic Shipping desire that Sea-Land assign to Sea-Land Domestic Shipping all of Sea-Land’s rights, title and interest under, and Sea-Land Domestic Shipping assume all of Sea-Land’s liabilities and obligations under, the Charters and, with respect to each Charter, the Operative Documents (as defined in the respective Charter) related thereto (with respect to a Charter, the Charter’s “Related Operative Documents”);

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

ASSIGNMENT OF RIGHTS AND

ASSUMPTION OF OBLIGATIONS; RELIANCE BY THIRD-PARTIES

1. Sea-Land hereby assigns, and Sea-Land Domestic Shipping hereby accepts, all Sea-Land’s right, title and interest under each of the Charters and each such Charter’s Related Operative Documents.

2. Sea-Land Domestic Shipping hereby assumes all of Sea-Land’s liabilities and obligations under each of the Charters and each such Charter’s Related Operative Documents.

3. In consideration of the assignment and assumption provided for in Sections 1 and 2 above and pursuant to the express provisions of the Charters, Sea-Land is hereby released from all liabilities and obligations under the Charters and the each such Charter’s Related Operative Documents.

4. Each party to each of the Charters and each party to each such Charter’s respective Related Operative Documents is an express third-party beneficiary of this Agreement and shall be entitled to rely hereon.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF SEA-LAND FINANCE

Sea-Land Domestic Shipping represents and warrants to Sea-Land as follows:

5.

The principal executive office of Sea-Land Domestic Shipping is located in the United States.