Exhibit 4.13

CLIFFORD                                            CLIFFORD CHANCE LLP
CHANCE                                              ADVOCATEN SOLICITORS NOTARIS
                                                    BELASTINGADVISEURS

                                  FRONTLINE LTD

                                   SEALIFT LTD

                             3i EUROPARTNERS Va L.P.

                             3i EUROPARTNERS Vb L.P.

                     3i PAN EUROPEAN BUY-OUTS 2006-08A L.P.

                     3i PAN EUROPEAN BUY-OUTS 2006-08B L.P.

                     3i PAN EUROPEAN BUY-OUTS 2006-08C L.P.

                          3i GLOBAL GROWTH 2006-08 L.P.

                       3i PAN-EUROPEAN GROWTH 2006-08 L.P.

                   PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 L.P.

                   PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 FCPR

              PAN-EUROPEAN BUYOUTS (NORDIC) CO-INVEST 2006-08 L.P.

              PAN EUROPEAN BUYOUTS (DUTCH) A CO-INVEST 2006-08 L.P.

                      GLOBAL GROWTH CO-INVEST 2006-08 L.P.

                     OIL, GAS & POWER CO-INVEST 2006-08 L.P.

                            STICHTING MANAGEMENT SEAL

                          STICHTING MANAGEMENT DELPHI

                              NEPTUN HEAVY LIFT AS

                             CAPRICORN INVESTMENT AS

                                  SJOKONSULT AS

                                   ----------

                                MERGER AGREEMENT
                              DOCKWISE AND SEALIFT

                                   ----------
<PAGE>

CLIFFORD                                            CLIFFORD CHANCE LLP
CHANCE                                              ADVOCATEN SOLICITORS NOTARIS
                                                    BELASTINGADVISEURS

                                    CONTENTS

CLAUSE                                                                      PAGE

 1.   Definitions                                                             3
 2.   Sale And Purchase Agreement                                             3
 3.   Shareholders Agreement                                                  3
 4.   The Debt Restructuring                                                  3
 5.   Vessels, Conversion, Shipco's Transfer Transaction                      3
 6.   Private Placement                                                       3
 7.   Interconditionality And Announcement                                    4
 8.   Conditions To Completion                                                4
 9.   Pre-Completion Conduct                                                  5
10.   Completion                                                              6
11.   Due Diligence                                                           6
12.   Warranties                                                              7
13.   Ancillary Restraints & Undertakings                                     8
14.   Confidentiality                                                        10
15.   No Rescission                                                          11
16.   Whole Agreement                                                        11
17.   Language                                                               11
18.   Further Assurances; Post-Completion Actions                            11
19.   Assignment                                                             11
20.   Notices                                                                12
21.   Costs                                                                  13
22.   General                                                                14
23.   Interpretation                                                         15
24.   Governing Law; Jurisdiction                                            17
25.   Counterparts                                                           17
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THIS MERGER AGREEMENT is made on 27 April 2007.

BETWEEN:

The investment funds listed in SCHEDULE 1 (3i Investors) to this Merger
Agreement (the "3i INVESTORS");

FRONTLINE LTD, a company incorporated under the laws of Bermuda with its
registration number 17460 and its registered office at Par la Ville Place, 14
Par la Ville Road, Hamilton, Bermuda and listed on the Oslo Stock Exchange
("FRONTLINE");

SEALIFT LTD a company incorporated under the laws of Bermuda with the
registration number 39466 and its registered office at Par la Ville Place, 14
Par la Ville Road, Hamilton, Bermuda, ("SEALIFT" or the "COMPANY");

STICHTING MANAGEMENT DELPHI, a foundation (STICHTING) incorporated under the
laws of The Netherlands, having its registered offices at Lage Mosten 15, 4822
NJ Breda, the Netherlands, registered with the Commercial Register in
West-Brabant, The Netherlands, under file number 34260899 (the "DELPHI
FOUNDATION");

STICHTING MANAGEMENT SEALIFT, a foundation (STICHTING) incorporated under the
laws of The Netherlands, having its registered offices at Breda, The
Netherlands, and its principal place of business at Lage Mosten 15, 4822 NJ
Breda, the Netherlands, registered with the Commercial Register in West-Brabant,
The Netherlands (the "MPP FOUNDATION");

NEPTUN HEAVY LIFT AS, a company incorporated under the laws of Norway, with its
registered office at Ruselokkveien 26, 0117 Oslo, Norway and registered with the
corporate register in Norway under number 935 302 110 ("NEPTUN");

CAPRICORN INVESTMENT AS, a company incorporated under the laws of Norway, with
its registered office at Dalsveien 57, 0775 Oslo, Norway and registered with the
corporate register in Norway under number 989 048 945 ("CAPRICORN"); and

SJOKONSULT AS, a company incorporated under the laws of Norway, with its
registered office at Bjerkebakken 65 A, 0757 Oslo, Norway and registered with
the corporate register in Norway under number 989 382 810 ("SJOKONSULT");

The above parties (including each of the 3i Investors) are individually referred
to as a "PARTY" and together as the "PARTIES";

WHEREAS:

(A)  The 3i Investors, the Delphi Foundation (which has or will transfer all its
     interests in Delphi to the MPP Foundation), Neptun, Capricorn and
     Sjokonsult (collectively the "DELPHI SHAREHOLDERS") together hold 100% of
     the issued share capital of Delphi Acquisition Holding S.A., a limited
     liability company (SOCIETE ANONYME) incorporated under the laws of
     Luxembourg, with its registered office at 20, rue de la Poste, L-2346
     Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg
     Trade and Companies Register under number B122.411 ("DELPHI");


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(B)  Delphi is the holding company for a group of companies active in the
     offshore industry operating a fleet of large heavy lift transport vessels
     (the "Delphi Business"). Delphi acquired the group of companies operating
     the Delphi Business on 12 January 2007;

(C)  Sealift is the holding company for a group of, inter alia, six companies
     (the "ShipCo's") each of which owns a single hull Suez max vessel
     (collectively the "Sealift Vessels"). Four Sealift Vessels are being, or
     are scheduled to be, converted at a Cosco shipyard in China into float-over
     heavy lift transport vessels. Sealift has the option to also convert the
     remaining two Sealift Vessels into float-over heavy lift transport vessels.
     Pursuant to the purchase agreement(s) dated 31 January 2007 as supplemented
     on 15th March 2007, the costs of conversion of the first four of the
     Sealift Vessels are for the account of Frontline. The costs of conversion
     of the further two Sealift Vessels are for the account of Sealift;

(D)  The shares of Sealift are traded in Norway on the over the counter system
     ("OTC") administrated by the Norwegian Stockbrokers Association. Frontline
     is a substantial minority shareholder of Sealift holding 33.33% of the
     entire issued share capital of Sealift;

(E)  The Parties have discussed the possibility of merging the Delphi Business
     and the Sealift Business (as defined herein) (the "Merger") and have on 3
     April 2007 entered into a non-binding merger term sheet and a
     confidentiality and exclusivity agreement;

(F)  The Merger will be effected by (i) the sale by the Delphi Shareholders of
     the entire issued share capital of Delphi to Sealift in consideration for
     the issue by Sealift of the Consideration Shares (as defined herein) such
     shares to be admitted for trading on the OTC, and (ii) the sale by Sealift
     of the shares of the ShipCo's to Dockwise Transport B.V. (the "ShipCo
     Transfer Transaction");

(G)  The Parties wish (i) to procure the Private Placement (as defined herein)
     of shares in the capital of Sealift (which will be tradable on the OTC),
     and (ii) to restructure the debt financing of both Sealift, Delphi and
     their respective subsidiaries (the "Debt Restructuring"). (The Merger, the
     ShipCo Transfer Transaction, the Private Placement, and the Debt
     Restructuring, are collectively referred to as the "Transaction");

(H)  Sealift's board has, without prejudice to the provisions of the
     Shareholders Agreement, in a resolution on 27 April 2007, resolved to seek
     a listing of its shares on the Oslo Stock Exchange with Q3/07 as the
     targeted period for the first date of trading (the "Proposed Listing");

(I)  Sealift and Delphi have complied or procured compliance with the provisions
     of the Dutch Social Economic Council Merger Regulations for the protection
     of employees (SER-Besluit Fusiegedragsregels 2000 ter bescherming van de
     belangen van werknemers) and the works council of Dockwise B.V. has
     rendered an unconditional positive advice in relation to the Transaction;
     and

(J)  The Parties now wish to proceed with the Transaction on the terms and
     conditions set out in this Merger Agreement.

IT IS HEREBY AGREED AS FOLLOWS:


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<PAGE>

1. DEFINITIONS

1.1  In this Merger Agreement capitalised terms have the meaning ascribed
     thereto in SCHEDULE 2 (Definitions).

2. SALE AND PURCHASE AGREEMENT

2.1  Sealift, the Delphi Shareholders, the Delphi Foundation, Neptun, Capricorn
     and Sjokonsult shall on the date hereof enter into the Delphi SPA in the
     Agreed Form.

3. SHAREHOLDERS AGREEMENT

3.1  Frontline, certain of the Delphi Shareholders and Sealift shall on the date
     hereof enter into the Sealift Shareholders Agreement in the Agreed Form.

4. THE DEBT RESTRUCTURING

4.1  The Parties shall procure the implementation of the Debt Restructuring in
     accordance with the provisions of SCHEDULE 5 (Debt Restructuring).

5. VESSELS, CONVERSION, SHIPCO'S TRANSFER TRANSACTION

5.1  Frontline shall, and Sealift shall procure that the ShipCo's shall, on the
     date hereof enter into the Second Supplemental Purchase Agreement.

5.2  Sealift shall, and the Delphi Shareholders shall procure that Dockwise
     Transport B.V. shall, on the date hereof enter into the ShipCo SPA and
     shall on the Merger Completion Date complete the ShipCo Transfer
     Transaction in accordance with SCHEDULE 6 (ShipCo Transfer Transaction).

6. PRIVATE PLACEMENT

6.1  The Parties wish to pursue a private placement to professional investors
     ("NEW INVESTORS") of shares in the capital of Sealift (the "OFFERING
     SHARES") to be admitted to trading on the OTC (the "PRIVATE PLACEMENT").

6.2  Part of the Offering Shares shall be issued by Sealift directly to New
     Investors in which case the proceeds shall be for the account of Sealift
     (the "PRIMARY OFFERING SHARES") and part of the Offering Shares shall be
     Consideration Shares to be sold to New Investors by certain of the Delphi
     Shareholders in which case the proceeds shall be for the account of the
     selling Delphi Shareholders (the "SECONDARY OFFERING SHARES"), all in
     accordance with the provisions of SCHEDULE 3 (Private Placement) and the
     Subscription Agreement.

6.3  Sealift has mandated Pareto Securities ASA and Carnegie ASA as managers in
     connection with the Private Placement (the "PLACEMENT MANAGERS").

6.4  The final offer price for the Offering Share shall be NOK 30 per Offering
     Share (the "OFFER PRICE"). The total number of Offering Shares, the number
     of Primary Offering Shares and Secondary Offering Shares and the allotment
     of Offering Shares to New Investors shall be determined in accordance with
     SCHEDULE 3 (Private Placement) and the Subscription Agreement.


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<PAGE>

6.5   Sealift and Frontline shall procure that the Private Placement shall take
      place in accordance with all applicable laws and regulations affecting
      Sealift in Bermuda and all applicable rules and regulations and market
      practice relating to private placements on the OTC.

7. INTERCONDITIONALITY AND ANNOUNCEMENT

7.1   The obligations of each of the Parties is conditional on each of the
      Transaction Documents having been duly signed by the appropriate parties
      thereto ("SIGNING").

7.2   Immediately following Signing Sealift and Frontline shall announce the
      Transaction by issuing the Sealift Press Release and the Frontline Press
      Release.

8. CONDITIONS TO COMPLETION

8.1   Completion of the Transaction is conditional on the Completion Conditions
      set out in clause 8.2 being fulfilled or waived in accordance with clause
      8.3.

8.2   The Completion Conditions are:

      8.2.1 receipt of all required licences and consents required from the
            Bermuda Monetary Authority or the Bermuda Registration of Companies
            or any other governmental authority having jurisdiction in relation
            to the issue of the Consideration Shares and the placement of the
            Offering Shares; and

      8.2.2 receipt by the 3i Investors and Sealift of a confirmation from the
            Placement Managers that they have received irrevocable commitments
            from New Investors in relation to the subscription for Offering
            Shares for an aggregate amount of at least 39,800,000 Offering
            Shares at a price equal to the Offer Price and the allotment of the
            Offering Shares and the satisfaction or waiver of all the Conditions
            of the Offering, all as defined and in accordance with the
            provisions of the Subscription Agreement.

8.3   The Completion Condition set out in clause 8.2.2 is for the benefit of the
      3i Investors and may be waived by the 3i Investors (either in whole or in
      part) at any time by notice to the other Parties. The Completion Condition
      in Clause 8.2.1 is for the benefit of all the Parties. All Parties shall
      (to the extent within their power) use reasonable endeavours to procure
      that the Completion Conditions are satisfied on or before the Merger
      Completion Date.

8.4   If the Completion Conditions have not all been fulfilled or waived in
      accordance with clause 8.3 on or before 23h59m GET on 11 May 2007 (the
      "STOP DATE") but subject to the Parties having complied with their
      obligations under this Merger Agreement, the 3i Investors and Sealift may
      each terminate this Merger Agreement by notice in writing to the other
      Parties without liability of any Party to any other Party and without any
      obligation on any Party to compensate any other Party for any damages or
      cost incurred as a result thereof. Following such termination:

      8.4.1 except for this clause 8 (Conditions), clauses 1 (Definitions), 16
            (Whole Agreement), 17 (Language), 20 (Notices), 23 (Interpretation),
            24 (Governing Law; Jurisdiction) and 25 (Counterparts), all the
            other clauses of this Merger


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           Agreement and the offer Transaction Documents shall lapse and cease
           to have effect; but

     8.4.2  the lapsing of those provisions and agreements shall not affect any
            rights or liabilities of any Party in respect of damages for
            non-performance of any obligation under the Transaction Documents
            falling due for performance prior to such lapse; and

     8.4.3  except as required by statutory or contractual obligations to a
            stock exchange or other market on which the shares of any Party are
            traded, no Party shall make (or permit any person to make) any
            announcement concerning the termination of this Merger Agreement or
            any ancillary matter without the prior written consent of the 3i
            Investors, Frontline and Sealift (not to be unreasonably withheld or
            delayed).

8.5  Upon fulfilment or waiver (as the case may be) of the Completion
     Conditions, (i) each of Sealift and the 3i Investors may issue the
     Completion Certificate and (ii) the Parties must proceed to completion of
     the Merger in accordance with clause 10, the Delphi SPA and the ShipCo SPA
     ("MERGER COMPLETION").

8.6  Completion of the Private Placement shall occur immediately after Merger
     Completion having occurred.

9. PRE-COMPLETION CONDUCT

9.1 Pending Merger Completion each of Frontline and Sealift shall procure that:

     9.1.1  the Delphi Shareholders, their representatives and advisers are
            given reasonable access to the management and to the books and
            records of the Sealift Group Companies;

     9.1.2  the Delphi Shareholders, their representatives and advisers are
            provided information regarding the business and affairs of the
            Sealift Group Companies they reasonably require for the purposes of
            the Transaction; and

     9.1.3  each of the Sealift Group Companies, if required by the Delphi
            Shareholders, shall provide all co-operation reasonably necessary in
            connection with the Debt Restructuring.

     The Delphi Shareholders shall have no rights under this clause whilst they
     are in breach of this Merger Agreement.

9.2  Pending Merger Completion each of Frontline (to the extent within its
     power) and Sealift shall use their reasonable endeavours so as to procure
     that, except with the written consent of the Delphi Shareholders (which
     shall not be unreasonably withheld or delayed and shall in any event be
     deemed to be given if no response is received within 3 (three) days of a
     written request by Frontline and Sealift) the business of the Sealift Group
     Companies shall be run in the ordinary course and in accordance with
     consistent past practice.


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10. COMPLETION

10.1 Merger Completion shall take place on the Merger Completion Date at the
     offices of Clifford Chance LLP in Amsterdam in accordance with the terms of
     the Delphi SPA and each of the Parties shall comply with its obligations
     set out therein.

10.2 Completion of the Debt Restructuring shall take place at the offices of
     Clifford Chance LLP in Amsterdam on the Merger Completion Date in
     accordance with the provisions of SCHEDULE 5 (Debt Restructuring) and each
     of the Parties shall comply with its obligations set out therein.

10.3 Completion of the ShipCo Transfer Transaction shall take place at the
     offices of Clifford Chance LLP in Amsterdam on the Merger Completion Date
     in accordance with the provisions of SCHEDULE 6 (ShipCo Transfer
     Transaction) and each of the Parties shall comply with its obligations set
     out therein.

10.4 Completion of the Private Placement shall take place on the Private
     Placement Completion Date in accordance with the Subscription Agreement and
     the provisions of SCHEDULE 3 (Private Placement) and to the extent the same
     relates to them, each of the Parties shall comply with the provisions
     thereof.

11. DUE DILIGENCE

11.1 The Delphi Shareholders acknowledge and agree that:

     11.1.1 they have performed, with the assistance of professional advisors, a
            due diligence investigation with respect to Sealift, the Sealift
            Group Companies and the Sealift Business during the period from 5
            April 2007 to the date hereof (the "SEALIFT DUE DILIGENCE
            INVESTIGATION");

     11.1.2 for the purposes of the Sealift Due Diligence Investigation the
            Delphi Shareholders have had (and their advisors have had)
            sufficient opportunity to review any and all information made
            available to the Delphi Shareholders and its advisors, amongst
            others, (i) by having received verbal and written information
            regarding the Sealift Group Companies and the Sealift Business from
            Frontline, Sealift, and/or their representatives, (ii) by having had
            access to the financial, legal, tax, commercial and other
            information listed on the index attached as SCHEDULE 7 (Disclosed
            Information), (iii) by having had the opportunity to submit
            questions to and receive answers from Frontline and from Sealift on
            any matter that they deemed proper and necessary for the purpose of
            entering into this Merger Agreement, and (iv) by having had access
            to senior management of the Company (including meeting with the
            Company's management group) (together with information
            cross-referred therein collectively the "DISCLOSED SEALIFT
            INFORMATION"); and

     11.l.3 the Delphi Shareholders have to the best of their knowledge raised
            with Frontline and Sealift all specific issues which they considered
            relevant in connection with the transactions contemplated hereby and
            taking into account the information available to the Delphi
            Shareholders at that time.

11.2 Frontline and Sealift acknowledge and agree that:


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<PAGE>

     11.2.1 they have been offered the opportunity to perform, with the
            assistance of professional advisors, a due diligence investigation
            with respect to the Shares, Convertible Bonds, Loan Notes (all as
            defined in the Delphi SPA), the Delphi Group Companies and their
            business during the period from 30 March 2007 to the date hereof
            (the "DOCKWISE DUE DILIGENCE INVESTIGATION");

     11.2.2 for the purposes of the Due Diligence Investigation Frontline and
            Sealift have had (and its advisors have had) sufficient opportunity
            to review any and all information made available to Frontline,
            Sealift and their advisors, amongst others, (i) by having received
            information regarding the Delphi Group Companies and its business
            from the Delphi Shareholders, Delphi and/or their representatives
            (ii) by having had access to the Disclosed Dockwise Information,
            (iii) by having had the opportunity to submit questions to and
            receive answers from the Delphi Shareholders and from Delphi on any
            matter that it deemed proper and necessary for the purpose of
            entering into this Merger Agreement, and (iv) by having had access
            to senior management of Delphi (including meeting with the Delphi
            management group) (together with information cross-referred therein
            collectively the "DISCLOSED DOCKWISE INFORMATION"); and

     11.2.3 Frontline and Sealift have to the best of their knowledge raised
            with the Delphi Shareholders all specific issues which they
            considered relevant in connection with the transactions contemplated
            hereby and taking into account the information available to
            Frontline and Sealift at that time.

12. WARRANTIES

12.1 Each of Frontline and Sealift represents and warrants to the Delphi
     Shareholders that each of the statements set out in SCHEDULE 8 (Warranties)
     is true, accurate in all material respects and not misleading in any
     material respect at the date hereof and will be true, accurate in all
     material respects and not misleading in any material respect at Merger
     Completion.

12.2 In the event that any of the Warranties is not true or accurate or is
     misleading or in the event of any other breach of this Merger Agreement
     (any of the foregoing a "BREACH") Frontline and Sealift shall be jointly
     and severally liable for all damages incurred by the Delphi Shareholders
     directly resulting from such Breach and, subject to the provisions of this
     Merger Agreement, compensate the Delphi Shareholders (or at their direction
     any Sealift Group Company or Delphi Group Company) for these damages,
     provided however, that neither Frontline nor Sealift shall be liable for
     any consequential damages, losses or liabilities or loss of profit.

12.3 If the Delphi Shareholders become aware of a Breach, they shall notify
     Frontline and Sealift thereof, describing in reasonable detail the facts or
     circumstances giving rise thereto, and, if reasonably possible, the amount
     of the claim (the "CLAIM").

12.4 Sealift's aggregate liability with respect to any claim for breach of
     Warranties is limited to USD 37.5 million. Frontline's aggregate liability
     with respect to any claim for breach of Warranties is limited to USD 37.5
     million and Sealift and Frontline shall not be liable


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<PAGE>

     to indemnify the Delphi Shareholders unless and until the amount of the
     aggregated claims for which Frontline and Sealift (as the case may be) are
     liable exceeds USD 10 million in which event Frontline and Sealift shall -
     subject to the limitation above - be liable for the full amount of such
     claim if such claims are justified hereunder. Any individual claim shall
     only be taken into account (including for the purposes of determining if
     the above threshold has been met) if it exceeds five hundred thousand US
     Dollars (USD 500,000).

12.5 Frontline and Sealift are not liable in respect of a claim for any breach
     of Warranties unless the Delphi Shareholders have given Frontline and
     Sealift written notice of the claim within 12 months of the Merger
     Completion Date.

12.6 Frontline's and Sealift's liability for any Breach is limited by (i)
     matters disclosed in the Disclosed Sealift Information, (ii) any matter
     which has been fairly disclosed, or excepted, in the Warranties themselves
     and/or otherwise in this Merger Agreement and/or in the Schedules hereto
     and (iii) any matter of which the Delphi Shareholders are or should have
     been aware of at the time of entering into this Merger Agreement whether on
     the basis of information available from Sealift, Frontline or its advisers,
     from any public register or otherwise.

13. ANCILLARY RESTRAINTS & UNDERTAKINGS

13.1 Frontline undertakes to the Delphi Shareholders, the MPP Foundation,
     Sealift and each of the Sealift Group Companies from time to time that it
     will not, and that it will ensure that each member of the Frontline Group
     will not, either alone or jointly with others, directly or indirectly
     whether for the account of Frontline, any other Frontline Group Company or
     otherwise and in any capacity including as owner, officer, director,
     partner, shareholder, agent, consultant, advisor, developer, or in any
     other capacity do any of the following without the prior written consent of
     Sealift:

     13.1.1 at any time before the expiry of 36 months after the date of
            termination or expiry of the Sealift Shareholders Agreement (the
            "NON-COMPETE PERIOD") directly or indirectly incorporate, establish,
            own, operate, manage, control or engage in any Competing Business;

     13.1.2 at any time before the expiry of the Non-Compete Period acquire or
            hold an interest (financial or otherwise) in any company or business
            that, directly or through any company or business directly or
            indirectly controlled by it, is engaged in any Competing Business;

     13.1.3 at any time before the expiry of the Non-Compete Period participate
            in a joint venture or other co-operative arrangement aimed directly
            or indirectly at generating Competing Business;

     13.1.4 disclose any confidential information relating to the Delphi
            Shareholders, the MPP Foundation, Sealift, or any of the Sealift
            Group Companies, the Delphi Group Companies or the businesses that
            they operate except as permitted in accordance with this clause 13;


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<PAGE>

     13.1.5 at any time before the expiry of 24 months after the date of
            termination or expiry of the Sealift Shareholders Agreement, employ,
            enter into a consulting agreement with or solicit, encourage or
            induce to terminate an existing employment or consulting
            relationship with any person earning an annual salary of more than
            one hundred thousand United States Dollars (USD 100,000) who is on
            the date of this Merger Agreement or has during the three (3) months
            before the date of this Merger Agreement been an employee of or
            consultant to Sealift, any Sealift Group Company or any Delphi Group
            Companies;

     13.1.6 at any time before the expiry of the Non-Compete Period solicit or
            entice away any customer of the Combined Business; or

     13.1.7 at any time after Merger Completion use the trade names Sealift or
            Dockwise or any of their logo's or any other name or logo likely to
            be confused with such trade name or logo.

13.2 Frontline shall not, and shall procure that any person directly or
     indirectly controlled by it shall not at any time during the Non-Compete
     Period:

     13.2.1 sell, transfer, finance, lease or otherwise make available directly
            or indirectly to any Competitor any Competing Vessel or any vessel
            capable of being converted into a Competing Vessel; and

     13.2.2 convert or broker, contract for or otherwise facilitate or assist in
            the conversion of any vessel into a Competing Vessel.

     Frontline will exercise any rights it may have or acquires during the Non
     Compete Period (whether directly or indirectly and whether as owner,
     shareholder, director, partner, agent, consultant, advisor, developer, or
     in any other capacity) in a manner consistent with this clause 13.

13.3 Each undertaking in clauses 13.1 and 13.2 must be interpreted as a separate
     undertaking, severable from the remainder of this Merger Agreement, so that
     if one or more parts of the undertakings are held to be unlawful or against
     the public interest or in any way an unreasonable restraint of trade, and
     then to that extent only, it must be disregarded and the remaining
     undertakings (and, if it applies, the remainder of the undertaking in
     question) will continue to bind Frontline.

13.4 Each undertaking in clauses 13.1 and 13.2 shall confer a benefit on each
     Delphi Shareholder, each member of their respective groups of companies,
     the MPP Foundation and each Sealift Group Company. Each beneficiary (but no
     other person who is not a party to this Merger Agreement) shall be entitled
     to enforce such undertakings subject to and in accordance with the
     provisions of the contracts (Rights of Third Parties) Act 1999 (the "1999
     ACT") provided that it shall only be entitled to enforce such undertakings
     whilst it is a member of the relevant group, or a Sealift Group Company or
     if no longer a member of the relevant group or a Sealift Group Company
     where the same is the result of an Exit Event involving (i) all or
     substantially all of the Sealift Group Companies (or their assets), or (ii)
     all or substantially all of those Sealift Group Companies (or their assets)
     which together form a separate business, business unit or division.


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<PAGE>

13.5 Nothing contained in clause 13.1 or 13.2 shall preclude or restrict
     Frontline or any other member of the Frontline Group from holding (i) as a
     passive investment not more than three per cent (3%) of the issued share
     capital of any company engaged in Competing Business whose shares are
     listed on a recognised stock exchange, the OTC or any similar trading
     platform, and (ii) for the avoidance of doubt, shares in the capital of
     Sealift.

14. CONFIDENTIALITY

14.1 Subject to clauses 14.3 and 14.4, neither Party shall make (or permit any
     member of its group of companies, to make) any announcement concerning the
     Transaction, the Proposed Listing or any ancillary matter before, on or
     after Merger Completion except as specifically provided in this Merger
     Agreement.

14.2 Subject to clauses 14.3 and 14.4, each Party shall keep confidential, and
     shall procure that each member of their respective group of companies from
     time to time shall keep confidential, all information provided to it by or
     on behalf of any other Party or otherwise obtained by or in connection with
     this Merger Agreement and which relates to the other Party.

14.3 Nothing in this clause 14 prevents any announcement being made or any
     confidential information being disclosed:

     14.3.1 with the written approval of the other Parties, which in the case of
            any announcement shall not be unreasonably withheld or delayed; or

     14.3.2 to the extent required by law or any stock exchange or other
            competent regulatory body or by any contractual obligation in
            relation to the market on which the shares of a Party are traded,
            PROVIDED that a Party required to disclose any confidential
            information shall promptly notify the other Parties, where
            practicable and lawful to do so, before disclosing any relevant
            information;

14.4 Nothing in this clause 14 prevents disclosure of confidential information
     by any Party:

     14.4.1 to the extent that the information is in or comes into the public
            domain other than as a result of a breach of any undertaking or duty
            of confidentiality by any person;

     14.4.2 to that Party's professional advisers, auditors or bankers, PROVIDED
            that before any disclosure to any such person is made the relevant
            party shall procure that he is made aware of the terms of this
            clause and that the disclosing party shall use its best endeavours
            to procure that each such person adheres to those terms as if he
            were bound by the provisions of this clause 14.

14.5 The 3i Investors and Frontline may disclose the terms of this Merger
     Agreement and any information concerning Sealift (a) to any 3i Related
     Party, (b) to a director, officer or employee of any 3i Related Party,
     Frontline or their professional advisers, (c) in an information memorandum,
     prospectus or similar document or otherwise in connection with any debt or
     equity fundraising by a 3i Related Party or any Frontline Group Company or
     in connection with the direct or indirect sale of any debt or equity
     interests in any 3i Related Party or any Frontline Group Company.


                                       10
<PAGE>

15. NO RESCISSION

     Without prejudice to clauses 7 and 8 of this Merger Agreement, the Parties
     waive their rights, if any, to rescind this Merger Agreement either in
     whole or in part. In the event of a Breach, the only remedy for the Parties
     shall be a claim for specific performance or damages.

16. WHOLE AGREEMENT

     The Transaction Documents together with any documents entered into pursuant
     thereto contain the whole agreement between the Parties relating to the
     Transaction contemplated by this Merger Agreement and supersedes all
     previous agreements, whether oral or in writing, between the Parties
     relating to the Transaction.

17. LANGUAGE

     The language of this Merger Agreement and the transactions envisaged by it
     is English and all notices, demands, requests, statements, certificates or
     other documents or communications shall be in English unless otherwise
     agreed.

18. FURTHER ASSURANCES; POST-COMPLETION ACTIONS

18.1 On or after the date hereof each Party shall, at its own cost and expense,
     execute and do (or procure to be executed and done by any other necessary
     person) all such deeds, documents, acts and things as any other Party may
     from time to time reasonably require in order give full effect to this
     Merger Agreement.

18.2 In relation to each Sealift Group Company, Sealift shall procure the
     convening of all meetings, the giving of all waivers and consents and the
     passing of all resolutions as are necessary under their respective
     constitutions or any agreement or obligation affecting it to give effect to
     this Merger Agreement.

18.3 In relation to each Delphi Group Company, the Delphi Shareholders shall
     procure the convening of all meetings, the giving of all waivers and
     consents and the passing of all resolutions as are necessary under their
     respective constitutions or any agreement or obligation affecting it to
     give effect to this Merger Agreement.

18.4 Sealift and Frontline acknowledge that upon advise from Delphi's counsel a
     general meeting of shareholders of Delphi will be held before a Luxembourg
     notary to resolve (i) to convert Delphi from of a public company (SOCIETE
     ANONYME) into a private company (SOCIETE A RESPONSABILITE LIMITEE) and (ii)
     to amend the articles of association of Delphi in accordance with the
     provisions recommended by counsel to Delphi.

18.5 Sealift shall make any US check-the-box election of Delphi Sarl and other
     Seal or Delphi Group Companies as advised by counsel to Delphi.

19. ASSIGNMENT

     No Party may assign any of its rights, including the benefit of the
     Warranties, or transfer any of the obligations under this Merger Agreement
     without the prior written consent of the other Parties, provided however
     that each of the Parties shall be allowed to assign and transfer its rights
     and obligations to any member of its own group, provided further


                                       11
<PAGE>

     that the Delphi Shareholders and Sealift shall be allowed to grant any
     security interests in or a pledge over this Merger Agreement, or its rights
     hereunder, to financial institutions providing financing to the Delphi
     Shareholders, any member within the group of companies to which the
     relevant Delphi Shareholder belongs and/or any of the Delphi Group
     Companies or Sealift Group Companies in connection with the transactions
     contemplated in this Merger Agreement and provided further that Sealift and
     the Delphi Shareholders may assign and transfer their rights hereunder in
     connection with an Exit Event involving (i) Sealift, (ii) all or
     substantially all of the Sealift Group Companies (or their assets) from
     time to time, or (iii) all or substantially all of the Sealift Group
     Companies (or their assets) from time to time which together form a
     separate business, business unit or division.

20. NOTICES

     Any notice or other formal communication given under this Merger Agreement
     must be in writing (which includes fax, but not email) and may be delivered
     in person, or sent by post or fax to the party to be served as follows and
     the Parties hereby choose domicile at such addresses and agree that all
     process may be validly served on it at such address:

20.1 If to 3i Europartners Va, 3i Europartners Vb, 3i Pan European A, 3i Pan
     European B, 3i Pan European C, 3i Global Growth, 3i Pan-European Growth,
     Pan-European Co-invest, Pan-European Co-invest France, Pan-European
     (Nordic) Co-invest, Pan-European (Dutch) Co-invest, Global Growth Co-invest
     or Oil, Gas & Power Co-invest (jointly or individually):

     Attn.:     Investment Operations (reference "Seal")
     Fax:       +44 207 928 0058
     Address:   16 Palace Street
                London SW1E 5JD
                United Kingdom

     c.c.:      3i Investments plc - (attn. Mr. Mark Dickinson)
     Fax:       +44 207 928 0058
     Address:   16 Palace Street
                London SW1E 5JD
                United Kingdom

     c.c.:      3i Europe plc - Benelux (attn. Mr. Guus Overdijkink)
     Fax:       +31 20 305 7455
     Address:   Cornelis Schuytstraat 72
                1071 JL Amsterdam
                The Netherlands

20.2 If to Stichting Management Seal or Stichting Management Delphi

     Attn:      The Board
     Fax:       +31 76 548 4290
     Address:   Lage Mosten l7
                4822 NJ Breda


                                       12
<PAGE>

                The Netherlands

20.3 If to Neptun:

     Attn:              John A. Nielsen
     Fax:               +47 23 11 6351
     Address:           Ruselokkveien 26
                        0117 Oslo
                        Norway

20.4 If to Capricorn:

     Attn:              Frederik Steenbuch
     Fax:               +47 22 14 5970
     Address:           Dalsveien 57
                        0775 Oslo
                        Norway

20.5 If to Sjokonsult:

     Attn:              Svein K. Johnsen
     Fax:               +47 23 11 6351
     Address:           Bjerkebakken 65 A
                        0757 Oslo
                        Norway

20.6 If to Frontline:

     Attn:              Tor Olav Troim
     Fax:               +44 207 824 5530
     Address:           c/o Frontline Management (UK) Limited
                        15 Sloane Square
                        London SW1W 8ER
                        United Kingdom

20.7 If to Sealift:

     Attn:              The Board
     Fax:               +31 76 548 4299 (after Merger Completion)
                        +44 207 824 5530 (pre-Merger Completion)
     Address:           c/o Frontline Management (UK) Limited
                        15 Sloane Square
                        London SW1W 8ER
                        United Kingdom

21.  COSTS

21.1 Save as otherwise provided in this Merger Agreement, or as otherwise
     specifically agreed in writing by the Parties after the date of this Merger
     Agreement, all costs, fees and expenses incurred by them in connection with
     the entering into, and completion of, this Merger Agreement and the other
     Transaction Documents, including without


                                       13
<PAGE>

      limitation in respect of their obligations in satisfying the Completion
      Conditions and the other requirements for implementing the Transaction,
      will be paid by Sealift except those fees incurred in connection with the
      sale to New Investors of Secondary Offering Shares which shall be borne
      fully by the Delphi Shareholders.

22. GENERAL

22.1  A variation of this Merger Agreement is valid only if it is in writing and
      signed by or on behalf of each Party.

22.2  The failure to exercise or delay in exercising a right or remedy provided
      by this Merger Agreement or by law does not impair or constitute a waiver
      of the right or remedy or an impairment of or a waiver of other rights or
      remedies. No single or partial exercise of a right or remedy provided by
      this Merger Agreement or by law prevents further exercise of the right or
      remedy or the exercise of another right or remedy.

22.3  The Parties' rights and remedies contained in this Merger Agreement are
      cumulative and not exclusive of rights or remedies provided by law.

22.4  Except to the extent that they have been performed and except where this
      Merger Agreement provides otherwise, the obligations contained in this
      Merger Agreement remain in force after Merger Completion.

22.5  Save as otherwise provided herein, any payment to be made by any Party
      under this Merger Agreement shall be made in full without any set-off,
      restriction, condition or deduction for or on account of any counterclaim.

22.6  If at any time any provision of this Merger Agreement is or becomes
      illegal, invalid or unenforceable under the laws of any jurisdiction, that
      shall not affect:

      22.6.1 the legality, validity or enforceability in that jurisdiction of
             any other provision of this Merger Agreement; or

      22.6.2 the legality, validity or enforceability under the laws of any
             other jurisdiction of that or another provision of this Merger
             Agreement;

      22.6.3 the Parties shall commit themselves to replacing the non-binding
             and/or non-enforceable provisions by provisions which are binding
             and enforceable and which differ as little as possible - taking
             into account the object and purpose of this Agreement - from the
             non-binding and/or non-enforceable provisions.

22.7  The undertakings in this Merger Agreement shall confer a benefit on each
      Delphi Shareholder, each Delphi Group Company and each employee, director,
      agent, officer or adviser of each Delphi Shareholder or each Delphi Group
      Company with respect to undertakings made by Frontline and shall confer a
      benefit on Frontline and each employee, director, agent, officer or
      adviser of Frontline with respect to undertakings made by any Delphi
      Shareholders and each such beneficiary (but no other person who is not a
      party to this Merger Agreement) shall be entitled to enforce such
      undertakings subject to and in accordance with the provisions of the 1999
      Act.


                                       14
<PAGE>

22.8  The Parties other than the 3i Investors each acknowledge and agree that no
      3i Related Party is acting for them or advising them. For example, 3i
      Investments, which is regulated by the UK Financial Services Authority
      ("FSA"), does not have to provide the protection that it would give to a
      client (as defined in the glossary to the FSA handbook of rules and
      guidance) to any person other than 3i Related Parties. In addition, each
      Party other than the 3i Investors acknowledges and agrees that in
      connection with its decisions concerning a (possible) investment in any
      Sealift or Delphi Group Company:

      22.8.1 it has not relied on any appraisal, recommendation, advice or
             information given by, carried out or effected by, or on behalf of,
             any 3i Related Party or its advisers;

      22.8.2 it has made its own investigations into, and appraisals and
             assessment of, each Sealift or Delphi Group Company and its
             prospects, and will continue to do so for so long as it is the
             holder of, or otherwise interested in, equity in any Sealift or
             Delphi Group Company;

      22.8.3 no 3i Related Party shall have any liability to it from any cause
             of action;

      22.8.4 it is owed no duty of care or other obligation by any 3i Related
             Party or its advisers in connection with its decision to invest or
             not invest in the equity of Sealift or Delphi Group Company; and

      22.8.5 where appropriate, it has sought independent expert advice (whether
             alone or jointly with other Parties).

22.9  Nothing in this Merger Agreement shall be deemed to constitute a
      partnership between any of the Parties.

22.10 The Parties other than the 3i Investors undertakes with each 3i Investor
      that they shall not use the name of any 3i Related Party in any context
      whatsoever (except as required by law) or hold itself, himself or
      themselves (as the case may be) out as being connected or associated with
      any 3i Related Party (other than as regards the 3i Investors being a
      shareholders of Sealift) in any manner whatsoever without the prior
      written consent of the relevant 3i Investor.

23. INTERPRETATION

23.1  In this Merger Agreement:

      23.1.1 a reference to a company or other legal entity shall be construed
             so as to include any legal entity or entities into which such
             company may be merged by means of a statutory merger or into which
             it may be split up or demerged, by means of a statutory split-up or
             demerger.

      23.1.2 a reference to a "person" includes a reference to any individual,
             firm, company, corporation, partnership, association, body
             corporate, and any other entity (whether or not having separate
             legal personality) and includes such person's legal
             representatives, successors and permitted assigns.


                                       15
<PAGE>

      23.1.3 the term "subsidiary" of a company shall mean a legal entity with
             respect to which that company is able to direct or control,
             immediately or through one or more subsidiaries through:

             (a)  the exercise of more than half of the votes at a general
                  meeting of shareholders;

             (b)  the appointment of more than half of the members of the
                  management board (or local law equivalent); or

             (c)  the appointment of more than half of the members of the
                  supervisory board (if any),

             in each case whether through holding voting securities, by
             agreement or otherwise, and the term "parent" of a company means a
             legal entity of which that company is a subsidiary;

      23.1.4 the term "control" or "controlled" means, in relation to any
             person:

             (a)  being legally entitled, directly or indirectly, to exercise
                  more than fifty per cent. (50%) of the votes capable of being
                  cast in general meetings of that person; or

             (b)  having the legal right, directly or indirectly, to appoint or
                  replace the majority of the board of directors, supervisory
                  directors or any similar body, or otherwise control the votes
                  at meetings of such boards or similar body, whether through
                  ownership of voting rights, through agreement or otherwise;

      23.1.5 a reference to a particular agreement or document is (unless the
             context otherwise requires) a reference to the version of such
             agreement or document which is binding and enforceable on the date
             hereof, as such agreement or document may be novated, assigned,
             amended or supplemented from time to time;

      23.1.6 a reference to the singular includes a reference to the plural and
             vice versa;

      23.1.7 a reference to the masculine includes a reference to the feminine
             and neuter and vice versa;

      23.1.8 unless the contrary is specifically stated, the words "include" or
             "including" are used to indicate that the matters are not a
             complete enumeration of all matters covered;

      23.1.9 unless the context clearly indicates a contrary intention, when any
             number of days is prescribed, it must be calculated exclusively of
             the first and inclusively of the last day unless the last day falls
             on a day other than a Business Day, in which case the last day will
             be the next succeeding day which is a Business Day.


                                       16
<PAGE>

23.2 The recitals and schedules form an integral part of this Merger Agreement,
     and a reference to a Recital, Schedule or clause means a recital, schedule
     or clause of this Merger Agreement unless stated otherwise.

23.3 The headings in this Merger Agreement are inserted for convenience and
     reference purposes only and do not affect its interpretation.

24. GOVERNING LAW; JURISDICTION

24.1 This Merger Agreement is governed by and shall be construed in accordance
     with English law.

24.2 Any dispute (a "DISPUTE") arising from or connected with this Merger
     Agreement (including a dispute regarding the existence, validity or
     termination of this Merger Agreement or the consequences of its nullity),
     shall be referred to and finally resolved by arbitration under the
     Arbitration Rules of the London Court of International Arbitration ("LCIA")
     (the "RULES").

24.3 The tribunal shall consist of three arbitrators, two of whom shall be
     nominated by the respective parties" who shall each be an English lawyer of
     not less than 10 years standing. The seat of the arbitration and the venue
     of all hearings shall be London, England, and the language of the
     arbitration shall be English.

24.4 The Parties agree that the arbitral tribunal shall have power to award on a
     provisional basis any relief which it would have power to grant on a final
     award.

24.5 Without prejudice to the powers of the arbitrator provided by the Rules,
     statute or otherwise, the arbitrator shall have power at any time, on the
     basis of affidavit evidence and the submissions of the parties alone, to
     make an award in favour of the claimant (or the respondent if a
     counterclaim) in respect of any claims (or counterclaims) to which there is
     no reasonably arguable defence, either at all or except as to the amount of
     any damages or other sum to be awarded.

24.6 The Parties exclude any rights to refer points of law or to appeal to the
     courts, to the extent that they can validly waive these rights.

25. COUNTERPARTS

     This Merger Agreement may be executed in any number of counterparts, each
     of which executed and delivered is an original and all of which together
     evidence the same agreement.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


                                       17
<PAGE>

IN WITNESS WHEREOF this Merger Agreement is signed on the date first written
above.

For and on behalf of

FRONTLINE LTD


/s/ Erling Lind
--------------------------------------
By: Erling Lind
Title: Attorney-in-fact


SEALIFT LTD


/s/ Erling Lind
--------------------------------------
By: Erling Lind
Title: Attorney-in-fact


3i EUROPARTNERS Va L.P.


/s/ [Illegible]
--------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


3i EUROPARTNERS Vb L.P.


/s/ [Illegible]
--------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


                                       18
<PAGE>

3i PAN EUROPEAN BUY-OUTS 2006-08A L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


3i PAN EUROPEAN BUY-OUTS 2006-08B L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


3i PAN EUROPEAN BUY-OUTS 2006-08C L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


3i GLOBAL GROWTH 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


                                       19
<PAGE>

3i PAN-EUROPEAN GROWTH 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 FCPR


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Gestion S.A.
By:
Title:


PAN-EUROPEAN BUYOUTS (NORDIC) CO-INVEST 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


                                       20
<PAGE>

PAN EUROPEAN BUYOUTS (DUTCH) A CO-INVEST 2006-08 LP


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


GLOBAL GROWTH CO-INVEST 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


OIL, GAS & POWER CO-INVEST 2006-08 L.P.


/s/ Illegible
-----------------------------------------
Acting by its manager, 3i Investments plc
By:
Title:


STICHTING MANAGEMENT SEALIFT


/s/ Illegible
-----------------------------------------   ------------------------------------
By: Illegible                               By:
Title: Attorney in fact                     Title:


                                       21
<PAGE>

STICHTING SHAREHOLDERS DELPHI


-----------------------------------------   ------------------------------------
By:                                         By:
Title:                                      Title:


NEPTUN HEAVY LIFT AS


----------------------------------------
By:
Title:


CAPRICORN INVESTMENT AS


----------------------------------------
By:
Title:


SJOKONSULT AS


----------------------------------------
By:
Title:


                                       22
<PAGE>

                                   SCHEDULE 1
                                  3I INVESTORS

(1)  3i EUROPARTNERS Va L.P., a limited partnership registered under the Limited
     Partnerships Act 1907 (registered number LP011419), with its registered
     office at 16 Palace Street, London SW1E 5JD, England ("3i EUROPARTNERS
     Va"), acting by its manager, 3i Investments plc (registered number
     3975789), with its registered office at 16 Palace Street, London SW1E 5JD,
     England ("3i INVESTMENTS");

(2)  3i EUROPARTNERS Vb L.P., a limited partnership registered under the Limited
     Partnerships Act 1907 (registered number LP011420), with its registered
     office at 16 Palace Street, London SW1E 5JD, England ("3i EUROPARTNERS
     Vb"), acting by its manager, 3i Investments;

(3)  3i PAN EUROPEAN BUY-OUTS 2006-08A L.P., a limited partnership registered
     under the Limited Partnerships Act 1907 (registered number LP011276), with
     its registered office at 16 Palace Street, London SW1E 5JD, England ("3i
     PAN EUROPEAN A"), acting by its manager, 3i Investments;

(4)  3i PAN EUROPEAN BUY-OUTS 2006-08B L.P., a limited partnership registered
     under the Limited Partnerships Act 1907 (registered number LP011277), with
     its registered office at 16 Palace Street, London SW1E 5JD, England ("3i
     PAN EUROPEAN B"), acting by its manager, 3i Investments;

(5)  3i PAN EUROPEAN BUY-OUTS 2006-08C L.P., a limited partnership registered
     under the Limited Partnerships Act 1907 (registered number LP011278), with
     its registered office at 16 Palace Street, London SW1E 5JD, England ("3i
     PAN EUROPEAN C"), acting by its manager, 3i Investments;

(6)  3i GLOBAL GROWTH 2006-08 L.P., a limited partnership registered under the
     Limited Partnerships Act 1907 (registered number LP011318), with its
     registered office at 16 Palace Street, London SW1E 5JD, England ("3i GLOBAL
     GROWTH"), acting by its manager, 3i Investments;

(7)  3i PAN-EUROPEAN GROWTH 2006-08 L.P., a limited partnership registered under
     the Limited Partnerships Act 1907 (registered number LP011320), with its
     registered office at 16 Palace Street, London SW1E 5JD, England ("3i
     PAN-EUROPEAN GROWTH"), acting by its manager, 3i Investments;

(8)  PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 L.P., a limited partnership
     registered under the Limited Partnerships Act 1907 (registered number
     LP011279), with its registered office at 16 Palace Street, London SW1E 5JD,
     England ("PAN-EUROPEAN CO-INVEST"), acting by its manager, 3i Investments;

(9)  PAN-EUROPEAN BUYOUTS CO-INVEST 2006-08 FCPR, a FONDS COMMUNS DE PLACEMENT A
     RISQUE formed under the laws of France, with its registered office at 3,
     rue


                                       23
<PAGE>

     Paul Cezanne, 75008 Paris, France ("PAN-EUROPEAN CO-INVEST FRANCE"), acting
     by its manager, 3i Gestion S.A.;

(10) PAN-EUROPEAN BUYOUTS (NORDIC) CO-INVEST 2006-08 L.P., a limited partnership
     registered under the Limited Partnerships Act 1907 (registered number
     LP011553), with its registered office at 16 Palace Street, London SW1E 5JD,
     England ("PAN-EUROPEAN (NORDIC) CO-INVEST"), acting by its manager, 3i
     Investments;

(11) PAN EUROPEAN BUYOUTS (DUTCH) A CO-INVEST 2006-08 L.P., a limited
     partnership registered under the Limited Partnerships Act 1907, with
     registered number LP011874, and having its registered office at 16 Palace
     Street, London, SW1E 5JD, United Kingdom ("PAN-EUROPEAN (DUTCH)
     CO-INVEST"), acting by its manager, 3i Investments;

(12) GLOBAL GROWTH CO-INVEST 2006-08 L.P., a limited partnership registered
     under the laws of Jersey (registered number LP760), with its registered
     office at 22 Grenville Street, St. Helier, Jersey ("GLOBAL GROWTH
     CO-INVEST"), acting by its manager, 3i Investments; and

(13) OIL, GAS & POWER CO-INVEST 2006-08 L.P., a limited partnership registered
     under the Limited Partnerships Act 1907 (registered number LP011321), with
     its registered office at 16 Palace Street, London SW1E 5JD, England ("OIL,
     GAS & POWER CO-INVEST"), acting by its manager, 3i Investments.


                                       24
<PAGE>

                                   SCHEDULE 2

                                   DEFINITIONS

3i INVESTMENTS                   has the meaning given to it in paragraph (1) of
                                 SCHEDULE 1 (3i Investors);

3i INVESTORS                     means the parties listed in SCHEDULE 1 (3i
                                 Investors);

3i RELATED PARTY                 means (i) any entity of the 3i Group, (ii) any
                                 3i Investor and any other fund, partnership,
                                 investment vehicle or other entity which is
                                 managed or advised by an entity in the 3i Group
                                 or its nominees or by other parties selected by
                                 3i Group, or in which any entity in the 3i
                                 Group has a majority economic interest (a "3i
                                 FUND") and (iii) any investor in any 3i Fund;

AFFILIATE                        means in relation to any entity or person, any
                                 subsidiary, subsidiary undertaking, parent
                                 company, parent undertaking or other entity or
                                 person that directly or indirectly through one
                                 or more intermediaries, controls, is controlled
                                 by or is under common control with such entity
                                 or person, or any entity for which such entity
                                 or person serves as investment adviser,
                                 discretionary investment manager or in a
                                 similar capacity, and all mutual funds or other
                                 pooled or collective investment vehicles
                                 advised or managed by such entity or person;

AGREED                           FORM shall mean the document in its final form
                                 as approved and initialled by Frontline,
                                 Sealift and the 3i Investors as appropriate;

BAREBOAT CHARTERS                means the bareboat charters forming part of the
                                 Shipping Documents as described in the
                                 Disclosed Information;

BERMUDA                          MONETARY AUTHORITY means the Bermuda Monetary
                                 Authority established in terms of the Bermuda
                                 Monetary Authority Act 1969 as a body corporate
                                 having perpetual succession, to act as an
                                 independent licensing, supervisory and
                                 regulatory body;

BOARD                            RESOLUTION means the resolution of the Board of
                                 Sealift in the form of SCHEDULE 4 (Board
                                 Resolution);

BIDCO                            means Delphi Acquisition Holding I B.V., a
                                 company incorporated under the laws of The
                                 Netherlands with its registered office in
                                 Breda, The Netherlands;

BOND TRUSTEE                     means Norsk Tillitsmann ASA in its capacity as
                                 bond trustee in relation to the Sealift Bonds;

BREACH                           has the meaning given to it in clause 12.2 of
                                 this Merger Agreement;


                                       25
<PAGE>

BUSINESS                         DAY means a day other than a Saturday, Sunday
                                 or official public holiday in either the United
                                 Kingdom or Norway, and on which banks are
                                 generally open for business in London, England
                                 and Oslo, Norway;

CAPRICORN                        has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.7;

CLAIM                            has the meaning given to it in clause 12.3 of
                                 this Merger Agreement;

COMBINED BUSINESS                means the Sealift Business and the Delphi
                                 Business taken together;

COMPANY                          means Sealift;

COMPETING                        BUSINESS means any business or activity which
                                 involves providing heavy lift maritime shipping
                                 services of a type now or during the Non
                                 Compete Period provided by any Sealift Group
                                 Company or any Delphi Group Company from time
                                 to time;

COMPETING VESSEL                 means any vessel capable of being deployed in
                                 Competing Business;

COMPETITOR                       means any person directly or indirectly engaged
                                 in, or seeking to have available to it via
                                 purchase, lease, chartering or otherwise any
                                 vessels where the person restricted by the
                                 provisions of Clause 13 of the Merger Agreement
                                 or Mr Fredriksen, as the case may be, is
                                 reasonably aware such person is seeking to
                                 engage in, Competing Business;

COMPLETION CERTIFICATE           means the certificate substantially in the form
                                 set out in SCHEDULE 6 to the Delphi SPA;

COMPLETION CONDITIONS            means the conditions set out in clause 8.2 of
                                 this Merger Agreement;

CONSIDERATION SHARES             has the meaning set out in the Delphi SPA;

CONVERSION                       CONTRACTS means the contracts entered into with
                                 Cosco for the incorporating of new designs and
                                 materials within the existing structure of the
                                 four Sealift Vessels converting such Sealift
                                 Vessels into float-over heavy lift transport
                                 vessels ;

COSCO                            means either of Cosco (Zhoushan) Shipyard Co.,
                                 Ltd or Cosco (Nantong) Shipyard Co., Ltd, as
                                 the context may require;

DEBT RESTRUCTURING               has the meaning given to it in recital (G) of
                                 this Merger Agreement;

DELPHI                           has the meaning given to it in recital (A);


                                       26
<PAGE>

DELPHI BUSINESS                  has the meaning given to it in recital (B);

DELPHI FOUNDATION                has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.4;

DELPHI GROUP COMPANY /           means Delphi and its Subsidiaries from time to
COMPANIES                        time;

DELPHI SHAREHOLDERS              has the meaning given to it in recital (A);

DELPHI                           SPA means the share purchase agreement of even
                                 date herewith, between the Delphi Shareholders,
                                 the Delphi Foundation as Sellers and Sealift as
                                 Buyer;

DISCLOSED SEALIFT INFORMATION    has the meaning given to it in clause 11.1.2 of
                                 this Merger Agreement;

DOCKWISE DUE DILIGENCE           has the meaning ascribed thereto in clause
INVESTIGATION                    11.2.1;

ENCUMBRANCE                      means a mortgage, charge, pledge, lien, option,
                                 restriction, right of first refusal, right of
                                 pre-emption, third-party right or interest,
                                 other encumbrance or security interest of any
                                 kind, or another type of preferential
                                 arrangement (including, without limitation, a
                                 title transfer or retention arrangement) having
                                 similar effect;

EXISTING                         FACILITY AGREEMENT means the Delphi USD 680
                                 million senior facilities agreement dated 11
                                 January 2007 (as amended from time to time) and
                                 the PIKCo USD 65 million PIK Facility Agreement
                                 dated 10 April
                                 2007;

EXISTING                         SHARES means all the issued share capital of
                                 Sealift being immediately prior to the issuing
                                 of the Primary Offering Shares and the
                                 Consideration Shares a total of 90 million
                                 shares with a nominal vale of USD 1 each;

EXIT                             EVENT means any sale, transfer, merger, share
                                 for share exchange or asset pooling, a listing
                                 on any stock exchange or similar event;

FACILITY AGREEMENTS              means the PIK Facility Agreement and the Senior
                                 Facilities Agreement;

FRONTLINE                        has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.2;

FRONTLINE GROUP                  means Frontline and any of its Subsidiaries
                                 from time to time;

FRONTLINE PRESS RELEASE          means the press release in the Agreed Form to
                                 be issued by Frontline after Signing;


                                       27
<PAGE>

INVESTOR                         PRESENTATION means the investor presentation
                                 dated 26 April 2007 issued by the Company in
                                 connection with the Private Placement;

OFFERING SHARES                  has the meaning given to it in clause 6.1;

OFFER PRICE                      means NOK 30 per Offering Share;

MANAGEMENT AGREEMENTS            means the agreements described in SCHEDULE 8;

MANDATORY BOND                   means 15 Business Days after the issue of the
PREPAYMENT DATE                  Mandatory Prepayment Notice;

MANDATORY PREPAYMENT NOTICE      means the notice in the Agreed Form;

MARKETING MATERIALS              means the Investor Presentation prepared and
                                 distributed in relation to the Private
                                 Placement;

MERGER                           has the meaning given to it in recital (E) of
                                 this Merger Agreement;

MERGER AGREEMENT                 means this Merger agreement including all the
                                 Schedules and Annexes to this Agreement;

MERGER COMPLETION                has the meaning given to it in clause 8.5 of
                                 this Merger Agreement;

MERGER COMPLETION DATE           means the date designated by the 3i Investors
                                 and Seal for Merger Completion which is set at
                                 4 May 2007 but can be deferred by each of Seal
                                 and 3i Investments by notice to all other
                                 Parties to a Business Day no later than 11 May
                                 2007 or such other date as shall be agreed
                                 between Frontline and 3i Investments;

MPP FOUNDATION                   has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.5;

NEPTUN                           has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.6;

NEW INVESTORS                    has the meaning given to it in clause 6.1 of
                                 this Merger Agreement;

NON-COMPETE PERIOD               has the meaning given to it in clause 13.1.1 of
                                 this Merger Agreement;

NORWEGIAN STOCKBROKERS           means the Norwegian Securities Dealers
ASSOCIATION                      Association and its subsidiary, the Norwegian
                                 Stockbrokers Information services (FINFO),
                                 which operates a trading support system for
                                 unlisted shares (The OTC-system) for the
                                 benefit of its members;

NOTARY                           means Mr. T.P. van Duuren, civil law notary at
                                 Clifford Chance LLP in Amsterdam;

NOTARY ACCOUNT                   means the third party account set out in the
                                 Notary Letter;


                                       28
<PAGE>

NOTARY LETTER                    means the letter detailing the (re-)pay went
                                 investors to the Notary;

OFFERING SHARES                  has the meaning given to it in clause 4.1 of
                                 this Merger Agreement;

OTC                              has the meaning given to it in recital (D) of
                                 this Merger Agreement;

PARTIES                          has the meaning given to it in the introduction
                                 to this Merger Agreement and a Party means any
                                 of them;

PIK                              FACILITY AGREEMENT means USD 65 million Pik
                                 facility agreement between, amongst others,
                                 Lehman Brothers and PIKCo dated on or about the
                                 date hereof;

PIK                              LENDERS means the financial institutions which
                                 are from time to time a party to the PIK
                                 Facility Agreement as a Lender (as defined
                                 therein);

PIK LOAN                         means the PIK Facility Agreement between PIKCo,
                                 Bayerische Hypo- und Vereinsbank AG, London
                                 Branch, Lehman Brothers International (Europe)
                                 as arrangers and bookrunners, Lehman Brothers
                                 International (Europe) as Agent, Lehman
                                 Brothers International (Europe) as Security
                                 Agent and the Original Lenders as listed
                                 therein;

PIKCo                            means Delphi Acquisition Holding B.V., a
                                 private company with limited liability
                                 (BESLOTEN VENNOOTSCHAP MET BEPERKTE
                                 AANSPRAKELIJKHEID) incorporated under the laws
                                 of The Netherlands, having its registered
                                 office at Lage Mosten 15, 4822 NJ Breda, The
                                 Netherlands, and being registered with the
                                 Chamber of Commerce in Amsterdam, The
                                 Netherlands, under file number 20131044;

PLACEMENT MANAGERS               has the meaning given to it in clause 6.3 of
                                 this Merger Agreement;

PRIMARY OFFERING SHARES          has the meaning given to it in clause 6.2 of
                                 this Merger Agreement;

PRIVATE PLACEMENT                has the meaning given to it in clause 4.1 of
                                 this Merger Agreement;

PRIVATE PLACEMENT                has the meaning given to it in SCHEDULE 3
COMPLETION DATE                  (Private Placement);

PROPOSED LISTING                 has the meaning given to it in recital (H) of
                                 this Merger Agreement;

CONSIDERATION SHARES             has the meaning given to it in the Delphi SPA;

REFUND GUARANTEES                means the guarantees issued to the ShipCo's in
                                 relation to refund of instalments paid under
                                 the Conversion Contracts;

SEALIFT                          has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.3;


                                       29
<PAGE>

SEALIFT                          BONDS means the FRN Sealift Ltd. Senior Secured
                                 Callable Bonds issued by Sealift under a loan
                                 agreement dated 8 February 2007;

SEALIFT BUSINESS                 Means the business as conducted by Sealift
                                 including the ShipCo's and the Shipping Assets;

SEALIFT DUE DILIGENCE            has the meaning given to it in clause 11.1.1 of
INVESTIGATION                    this Merger Agreement;

SEALIFT GROUP COMPANIES          means Sealift and its Subsidiaries from time to
                                 time and Sealift Group Company means any of
                                 them;

SEALIFT PRESS RELEASE            means the press release in the Agreed Form to
                                 be issued by Sealift after Signing;

SEALIFT SHAREHOLDERS             means the Agreed Form shareholders agreement of
AGREEMENT                        even date herewith, between the Parties to this
                                 Merger Agreement except for Capricorn,
                                 Sjokonsult, Neptun and the Delphi Foundation;

SEALIFT VESSELS                  has the meaning given to it in recital (C) and
                                 further details of which are set out in
                                 SCHEDULE 10 (Shipping Assets);

SECONDARY OFFERING SHARES        Has the meaning set out in clause 6.2;

SECOND SUPPLEMENTAL              means the supplemental purchase agreement in
PURCHASE AGREEMENT               the form of SCHEDULE 11 (Second Supplemental
                                 Purchase Agreement);

SENIOR FACILITIES                means the USD 1,100 million facility agreement
AGREEMENT                        between, amongst others, Lehman Brothers and
                                 BIDCo dated on or about the date hereof;

SENIOR SEALIFT LOAN              means the loan that was made available to
                                 Sealift under the Senior Sealift Loan
                                 Agreement;

SENIOR SEALIFT LOAN means the Sealift USD 240 million delayed draw AGREEMENT
term loan facility agreement dated 15 March
                                 2007;

SHIPCo                           means either Front Target Inc., Front Traveller
                                 Inc., Granite Shipping Company Limited or
                                 Quadrant Marine Inc or Southwest Tankers Inc or
                                 West Tankers Inc, as the context may require
                                 and "OWNERS" means all of them;

SHIPCo SPA                       means the agreement for the sale and purchase
                                 of all the issued shares in Front Target Inc.,
                                 Front Traveller Inc., Granite Shipping Company
                                 Limited, West Tankers Inc., Southwest Tankers
                                 Inc. and Quadrant Marine Inc. entered into on
                                 the date of this Merger Agreement by and
                                 between Sealift as seller and Dockwise
                                 Transport B.V. as buyer, all in the Agreed
                                 Form;

SHIPCo'S TRANSFER                has the meaning given to it in recital (F) of
TRANSACTION                      this Merger Agreement;


                                       30
<PAGE>

SHIPPING                         ASSETS means the legal and beneficial interests
                                 the Owners have in each of the Sealift Vessels
                                 and the Shipping Documents as set out in
                                 SCHEDULE 10 (Shipping Assets);

SHIPPING DOCUMENT                means the Conversion Contracts, the Conversion
                                 Options, the Bareboat Charters, the Management
                                 Agreements and the Refund Guarantees;

SIGNING                          has the meaning given to it in clause 7.1;

SJOKONSULT                       has the meaning given to it in the introduction
                                 to this Merger Agreement, paragraph 1.8;

STOP DATE                        has the meaning given to it in clause 8.4 of
                                 this Merger Agreement;

SUBSCRIPTION AGREEMENT           means the Agreed Form subscription agreement
                                 issued in connection with the Private
                                 Placement;

SUBSIDIARIES                     has the meaning given to it in clause 1 of the
                                 Delphi SPA;

TRANSACTION                      has the meaning given to it in recital (G);

TRANSACTION                      DOCUMENTS means the Merger Agreement, the
                                 Delphi SPA, the Commitment Letter, the Notary
                                 Letter, the Frederiksen Non-Compete
                                 Undertaking, the Sealift Shareholders
                                 Agreement, the ShipCo SPA and the Board
                                 Resolution; and

WARRANTIES                       means the warranties given by Frontline and
                                 Sealift to the Delphi Shareholders set out in
                                 SCHEDULE 8 (Warranties) of this Merger
                                 Agreement.


                                       31
<PAGE>

                                   SCHEDULE 3

                                PRIVATE PLACEMENT

Immediately following Signing:

1.   Frontline will issue the Frontline Press Release.

2.   Sealift will issue the Sealift Press Release.

3.   Within 48 hours of the date hereof, the Placement Managers will have
     informed the Parties of the number of Offering Shares the Placement
     Managers are able to place with New Investors (subject to Merger
     Completion).

4.   Upon receipt of the information referred to in 3 above, the allotment
     decisions will be made in accordance with the provisions of the
     Subscription Agreement.

5.   Completion of the Private Placement shall take place no later than on 11
     May 2007 (the "PRIVATE PLACEMENT COMPLETION DATE").


                                       32
<PAGE>

                                   SCHEDULE 4

                                BOARD RESOLUTION

                                  SEALIFT LTD.

The undersigned, being all the Directors of Sealift Ltd., a company incorporated
in the Islands of Bermuda (the "COMPANY") pursuant to Bye-Law 104 of the
Company's Bye-laws, HEREBY ADOPT the resolutions set out below.

These Unanimous Written Resolutions may be executed in counterparts, and a copy
shall be inserted in the Company's Minute Book. Any action taken herein shall be
of the same force and effect as if adopted at a duly convened meeting of the
Board of Directors of the Company.

1. ELECTION AND APPOINTMENT OF OFFICERS AND RESIDENT REPRESENTATIVE

     WHEREAS it is noted that it is desirous to appoint the persons set out
     below as Directors of the Company with effect from Merger Completing as
     defined in the Morgan Agreement.

It is HEREBY RESOLVED that:-

     Andre Goedee, Mark Dickinson, Stefan Malfliet and Hans Middelthon be
     elected or appointed from Merger Completion as defined in the Merger
     Agreement to hold office until election of the next Board of Directors or
     until their respective successors are elected or appointed:

2. THE TRANSACTION DOCUMENTS

     WHEREAS it is proposed that the Company shall entand er into a merger
     agreement to be made between, inter alia, the Company, Frontline Ltd., the
     3i Investors (as defined therein), Stichting Shareholding Delphi, Stichting
     Management Sealift, Neptun Heavy Lift AS, Capricorn Investment AS and
     Sjokonsult AS in order to effect the merger of the business of the Company
     with the business of Delphi Acquisition Holding S.A. ("DELPHI") on the
     terms and conditions contained therein (the "MERGER AGREEMENT");

     WHEREAS in connection with the Merger Agreement the Company shall enter
     into an agreement regarding the sale and purchase of shares, convertible
     bonds, loan notes, depositary receipts over shares, depositary receipts
     over convertible bonds and depositary receipts over loan notes in Delphi to
     be made between, inter alia, the Company, the 3i Investors (as defined
     therein), Stichting Management Seal, Neptune Heavy Lift AS, Capricorn
     Investment AS and Sjokonsult AS (the "DELPHI SPA");

     WHEREAS in connection with the issuance of shares in the Company as
     consideration for the above it is intended that the Company will also enter
     into several subscription agreements for the private placement of shares in
     the Company (the "SUBSCRIPTION AGREEMENTS") and a shareholders agreement to
     be made between, inter alia, the Company, Frontline Ltd. and the Delphi
     Shareholders (as defined in the Merger Agreement) (the "SHAREHOLDERS
     AGREEMENT");


                                       33
<PAGE>

     WHEREAS the Company owns all the issued and outstanding shares in Front
     Target Inc., Front Traveller Inc., Granite Shipping Company Limited, West
     Tankers Inc., Southwest Tankers Inc., and Quadrant Marine Inc. (the "SHIPCO
     SHARES"), it is intended that the Company will enter into a sale and
     purchase agreement to sell the Shipco Shares to Dockwise Transport B.V.
     (the "SHIPCO SPA")

     The Merger Agreement, the Delphi SPA, the Shareholders Agreement the
     Private Placement Agreements and the Shipco SPA are each individually
     referred to as a "TRANSACTION DOCUMENT" and collectively as the
     "TRANSACTION DOCUMENTS");

     WHEREAS the Board has carefully reviewed the contents and effect and the
     terms of each of the Transaction Documents and all the documents referred
     to in the Merger Agreement and the transactions contemplated therein;

     WHEREAS the Combined Business, as defined in the Merger Agreement, has been
     valued at 2.062 billion USD on a cash and debt free basis and accordngly,
     the Purchase Price (as defined in the Delphi SPA) has been negotiated at
     arms length and in good faith;

     WHEREAS the execution and delivery by or on behalf of the Company of the
     Transaction Documents and the exercise by the Company of its rights and the
     performance by the Company of its obligations thereunder would materially
     benefit the Company and would be for the purpose of carrying on its
     business.

     WHEREAS no Director has, directly or indirectly, any interest in the
     Transaction Documents or the arrangements relating thereto, which he is
     required by the Memorandum of Association or Bye-Laws of the Company or by
     statute or otherwise to disclose or is for any reason disqualified from
     voting pursuant to these unanimous written resolutions of the Board except
     for the options and remuneration packages negotiated for this transaction;

     WHEREAS neither the execution and delivery by or on behalf of the Company
     of the Transaction Documents to which the Company will be a party nor the
     exercise by the Company of any of its rights or the performance by the
     Company of any of its obligations thereunder would result in any breach of
     any restriction imposed by law, the Memorandum of Association or Bye-Laws
     of the Company or any agreement to which the Company is a party or by which
     the Company is bound;

It is HEREBY RESOLVED that:-

     the issuance of the Primary Offering Shares (as defined in the Merger
     Agreement) and the issuance of the Consideration Shares (as defined in the
     Delphi SPA), in each cash credited as fully paid up, are hereby approved as
     being in the best interests of the Company and the actions of the
     Directors, Officers and Agents of the Company to date in connection
     therewith be and are hereby approved, ratified and confirmed;

     the transactions contemplated in the Transaction Documents are hereby
     approved as being in the best interests of the Company and the actions of
     the directors,


                                       34
<PAGE>

     officers and agents of the Company to date in connection therewith are
     hereby approved, ratified and confirmed;

     the actions of the Directors, Officers and agents of the Company to date in
     connection with the aforementioned transactions be and are hereby approved
     and the entry by the Company into the Transaction Documents and all
     transactions contemplated therein is hereby approved and retified;

     the terms and conditions (so far as they concern the Company) of each of
     the Transaction Documents and the execution and delivery by or on behalf of
     the Company of each Transaction Document in such form or with such
     amendments thereto as the person or persons executing the same pursuant to
     the authorities conferred by the following resolutions may in his or their
     absolute discretion think fit, and the exercise by the Company of its
     rights and the performance by the Company of its obligations thereunder be
     and are hereby approved;

     each of the Directors, including the director appointed as per the
     resolutions above, (each an "AUTHORISED SIGNATORY"), be and is severally
     authorised to sign and deliver on behalf of the Company each of the
     Transaction Documents, in the forms of the drafts reviewed by the Directors
     or with such amendments thereto as such Authorised Signatory may in his
     absolute discretion think fit, the exercise of such discretion to be
     conclusively evidenced by the Authorised Signatory's execution thereof;

     each Authorised Signatory be and is hereby severally authorised to do all
     acts and things so as to carry into effect the purposes of the foregoing
     resolutions and to sign and deliver on behalf of the Company any and all
     documents which may be required pursuant to or in connection with the
     Transaction Documents and to give any and all notices, acknowledgements or
     undertakings on behalf of the Company in connection with the Transaction
     Documents, in each case in such manner or form as such Authorised Signatory
     may in his absolute discretion think fit, the exercise of such discretion
     to be conclusively evidenced by his execution thereof;

     with respect to documents to be executed as deeds (if any), each Authorised
     Signatory and Attorney be and is hereby severally authorized in respect of
     any Transaction Document (or any such other document as may be requisite or
     appropriate in furtherance of the exercise of the Company's rights or
     performance of the Company's obligations thereunder), to execute under the
     Company's Common Seal and deliver same on behalf of the Company, in such
     form as such person may in his or her absolute discretion think fit, the
     exercise of such discretion to be conclusively evidenced by his execution
     thereof;

     with respect to documents requiring execution only under hand, each
     Authorised Signatory be and is hereby severally authorized in respect of
     any Transaction Document (or any such other document as may be requisite or
     appropriate in furtherance of the exercise of the Company's rights or
     performance of the


                                       35
<PAGE>

     Company's obligations thereunder) that does not require execution as a
     deed, to execute under hand and deliver same in such form as such person
     may in his or her absolute discretion think fit, the exercise of such
     discretion to be conclusively evidenced by his execution thereof;

     each of the Secretary, the Assistant Secretary, the Resident Representative
     and the Assistant Representative of the Company be and is hereby severally
     authorized to issue a power or powers of attorney under the Common Seal of
     the Company authorizing any or all of the Authorized Signatories as
     attorneys-in-fact of the Company (each an "ATTORNEY" and together, the
     "ATTORNEYS") and delegating to the Attorneys the powers and discretions
     vested in the Authorised Signatories by virtue of the foregoing
     resolutions, such power or powers of attorney to be in such form as the
     individual or individuals acting may in his or their discretion determine,
     the exercise of such discretion to be conclusively evidenced by their
     execution thereof;

     each of the Directors, the Secretary or the Assistant Secretary of the
     Company be and is hereby authorised;


                                       36
<PAGE>

                                   SCHEDULE 5

                               DEBT RESTRUCTURING

1.   Bidco has notified Lehman Brothers International (Europe) in accordance
     with the terms of the Commitment Letter, that signing of the Facility
     Agreement is required to take place on the date of Completion on terms
     approved as of the date hereof.

2.   The Bond Trustee has notified Sealift in writing that the ShipCo Transfer
     Transactions constitutes a mandatory prepayment event in accordance with
     the terms of the Sealift Bonds.

3.   On the date hereof:

3.1  Sealift shall notify Nordea Bank Norge ASA ("NORDEA") as agent under the
     Senior Sealift Loan Agreement that the Senior Sealift Loan will voluntarily
     be repaid by Sealift on Merger Completion.

3.2  BidCo shall notify Fortis Bank S.A. / N.V. (UK Brands) as agent under the
     Existing Facility Agreements that the Existing Facilities will voluntarily
     be prepaid by BidCo on Merger Completion.

4.   Prior to the Merger Completion Date the appropriate parties shall enter
     into the and Notary Letter.

5.   On the Merger Completion Date:

5.1  Bidco, PIKCo and Lehman Brothers as the Agent will enter into the
     Facilities Agreements.

5.2  The lenders under the Facilities Agreements will make the funding available
     to the Notary Account for release in accordance with the terms of the
     Notary Letter upon prepayment of the conditions precedent as agreed
     therein.

5.3 Sealift will issue to the Bond Trustee the Mandatory Prepayment Notice.

6.   Within 3 Business Days of Merger Completion Sealift will repay the Sealift
     Senior Facility and procure the release of first lien security by Nordea as
     security agent under the Senior Sealift Loan Agreement.

7.   On the Mandatory Bond Prepayment Date, Sealift will repay the Sealift Bonds
     together with the mandatory prepayment amount.

8.   Following Merger Completion, BidCo, PIKCo and the ShipCo's will enter into
     the relevant further security documents in accordance with the terms of the
     Facility Agreements.


                                       37
<PAGE>

                                   SCHEDULE 6

                           SHIPCO TRANSFER TRANSACTION

1. On the Merger Completion Date:

1.1  Sealift and Dockwise Transport B.V. shall procure the transfer of the
     ShipCo's in accordance with the ShipCo SPA.

1.2  Frontline agrees to the assignment by Sealift or ShipCo of any and all
     rights and the transfer of any and all obligations under any Shipping
     Document to any other direct or indirect wholly owned subsidiary of
     Sealift.

1.3  The time charter contracts in relation to the Granite and Marble will be
     replaced by bareboat charter contracts in the Agreed Form:

     Rate: USD 12.500 per day

     Start date: Merger Completion

     End date: 15 March 2008 (Granite) or 15 April 2008 (Marble).

     If delivery date agreed with Cosco is later than 15 March 2008 (Granite) or
     15 April 2008 (Marble) the bareboat contract shall terminate on the earlier
     of such delivery date and 15 April 2008 (Granite) and 15 May 2008 (Marble).

1.4  Frontline confirms that prior to the Merger Completion Date the ShipCo
     Transfer Transaction has been disclosed to the insurers and the lead
     underwriters have confirmed that all the insurance policies disclosed as
     part of the Disclosed Information wi11 continue in full force and effect
     and on the same terms and conditions following the completion of the ShipCo
     Transfer Transaction. Frontline confirms that with effect from the date
     hereof it will continue to maintain in full force and effect each of the
     insurance policies disclosed as part of the Disclosed Information until the
     earlier of 15 January 2008 and such time as the Company gives written
     notice that it has replaced such policies on terms and conditions
     satisfactory to the Company; it being understood that the relevant
     premiums, to the extent they relate to the relevant Shipco Vessels, will be
     recharged at cost to the relevant Shipco in accordance with consistent past
     practice.

1.5  Frontline confirms that each ShipCo is and will remain the sole loss payee
     in relation to any insurance policies relating to the relevant Sealift
     Vessel owned by it.


                                       38
<PAGE>

                                   SCHEDULE 7

                              DISCLOSED INFORMATION

1. OWNERSHIP OF VESSELS

1.1  Purchase Agreement between Frontline and Sealift dated 30 January 2007,
     governed by Norwegian Law

1.2  Supplemental Agreement to the Purchase Agreement, between Sealift, the
     Owners and Frontline dated 15 March 2007, governed by Norwegian Law

1.3  Certificates of Ownership for each Vessel

2. CHARTERS

2.1  Bareboat Charter re "Front Target" between Front Target Inc. and Key
     Chartering Corp. dated 21 March 2007, governed by English Law

2.2  Bareboat Charter re "Front Traveller" between Front Traveller Inc. and Key
     Chartering Corp. dated 21 March 2007, governed by English Law

2.3  Bareboat Charter re "Front Comor" between West Tankers Inc. and Key
     Chartering Corp. dated 21 March 2007, governed by English Law

2.4  Letter of Intent to Contract Heavy Lift Vessel dated 23 March 2007

3. MANAGEMENT OF VESSELS

3.1  Addendum 1 to the Administrative Services Agreement, between Sealift,
     Frontline Management and the Owners dated 21 March 2007, governed by
     Norwegian Law

3.2  Technical Ship Management Contract between Granite Shipping Company Ltd.
     and Frontline Management dated 21 March 2007, governed by English Law

3.3  Technical Ship Management Contract between Quadrant Marine Inc. and
     Frontline Management dated 21 March 2007, governed by English Law

3.4  Administrative Services Agreement between Sealift and Frontline dated
     27 February 2007, governed by Norwegian Law

3.5  Commercial Management Agreement between Quadrant Marine Inc. and Frontline
     Management dated 21 March 2007, governed by English Law

  3.6 Commercial Management Agreement between Granite Shipping Company Limited
      and Frontline Management dated 21 March 2007, governed by English Law

4. CONVERSION

4.1  Heavylift Conversion Schedule dated 22 March 2007

4.2  Conversion Contract re "Front Target" between Front Target Inc. and Cosco
     (Nantong) Shipyard Co. Ltd. dated 11 December 2006, governed by English Law


                                       39
<PAGE>

4.3  Conversion Contract re "Front Traveller" between Front Traveller Inc. and
     Cosco (Zhoushan) Shipyard Co. Ltd. dated 18 January 2007, governed by
     English Law

4.4  Conversion Contract re "Front Transporter" between Front Transporter Inc.
     and Cosco (Nantong) Shipyard Co. Ltd. 1 June 2006, governed by English Law

4.5  Conversion Contract re "Front Comor" between West Tankers Inc. and Cosco
     (Nantong) Shipyard Co. Ltd. dated 18 January 2007, governed by English Law

4.6  Novation Agreement between Front Transporter Inc., Southwest Tankers Inc.
     and Cosco (Nantong) Shipyard Co. Ltd. dated 20 January 2007, governed by
     English Law

4.7  Heads of Agreement of Conversion between Ship Finance International Ltd.
     and Cosco Shipyard group Co. Ltd dated 22 February 2006, governed by
     English Law

4.8  Novation of Option Agreement between Cosco Shipyard group Co. Ltd., Ship
     Finance International Ltd and Sealift dated 18 January 2007, governed by
     English Law

4.9  Option Agreement between Cosco Shipyard group Co. Ltd. and Ship Finance
     International Ltd. dated 1 June 2006, governed by English Law

4.10 Draft conversion contract to be agreed between Granite Shipping Company
     Limited and Cosco (Zhoushan) Shipyard Co. Ltd for the conversion of "Front
     Granite" (although the draft refers to 'Front Traveller Inc.' and "Front
     Traveller" it was disclosed as relating to "Front Granite"

4.11 Draft conversion contract to be agreed between Quadrant Marine Inc. and
     Cosco (Guangzhou) Shipyard Co. Ltd for the conversion of "Marble" (although
     the draft refers to 'Front Traveller Inc.' and "Front Traveller" it was
     disclosed as relating to "Marble"

5. CLASSIFICATION

     Classification Certificates relating to each Vessel dated 15 February 2007.

6. CORPORATE

6.1  Sealift

6.2  Sealift Bye-Laws, dated 15 January 2007

6.3  Sealift Equity Offering Presentation dated January 2007

6.4  Sealift Certificate of Incorporation, dated 11 January 2007

6.5  Incorporation of Sealift - SGM minutes dated 15 January 2007

6.6  Board minutes and resolutions Sealift dated 15 January 2007

6.7  Board minutes Sealift dated 24 January 2007

6.8  Board minutes Sealift dated 12 February 2007

6.9  Board minutes Sealift dated 14 February 2007(1)


                                       40
<PAGE>

6.10 Board minutes Sealift dated 14 February 2007(2)

6.11 Board minutes Sealift dated 21 March 2007

6.12 Shareholders written resolution dated 24 January 2007

6.13 Subsidiaries

6.14 Incorporation documentation, dated 23 December 2002 - Front Target Inc.

6.15 Incorporation documentation, dated 23 December 2002 - Front Traveller Inc.

6.16 Incorporation documentation, dated 29 May 1991 - Granite Shipping Company
     Limited.

6.17 Incorporation documentation, dated 2 December 1991 - Quadrant Marine Inc.

6.18 Incorporation documentation, dated 23 February 1989 - Southwest Tankers
     Inc.

6.19 Incorporation documentation, dated 23 February 1989 - West Tankers Inc.

6.20 Board resolutions re Security, dated 14 February 2007 - Granite Shipping
     Company Limited

6.21 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - Granite Shipping Company Limited.

6.22 Board resolutions re Security, dated 14 February 2007 - Southwest Tankers
     Inc.

6.23 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - Southwest Tankers Inc.

6.24 Board resolutions re Security, dated 14 February 2007 - Front Target Inc.

6.25 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - Front Target Inc.

6.26 Board resolutions re Security, dated 14 February 2007 - West Tankers Inc.

6.27 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - West Tankers Inc.

6.28 Board resolutions re Security, dated 14 February 2007 - Quadrant Marine
     Inc.

6.29 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - Quadrant Marine Inc.

6.30 Board resolutions re Security, dated 14 February 2007 - Front Traveller
     Inc.

6.31 Board resolutions re Corporate matters and Documentation, dated 14 February
     2007 - Front Traveller Inc.

6.32 Board resolutions and POAs re the financing, dated 16 March 2007 - Front
     Target Inc., Quadrant Marine Inc. and Granite Shipping Company Limited


                                       41
<PAGE>

6.33 Board resolutions and POAs re the financing, dated 16 March 2007 - West
     Tankers Inc, Front Target Inc. and Southwest Tankers Inc.

6.34 Written resolutions of the Shareholders of the Owners dated 19 March 2007

6.35 Written resolutions of the Shareholders of the Owners dated 15 February
     2007

6.36 Board minutes of the Owners dated 18 April 2007

6.37 Board minutes - incomplete

6.38 Commercial register extract dated 21 March 2007 - Sealift Management B.V.

6.39 Articles of Sealift Management B.V. dated 20 February 2007

6.40 Share register of Sealift Management B.V. dated 20 February 2007

6.41 Share certificates of the Owners dated 21 March 2007

6.42 List of Directors and Officers of the Owners, undated

6.43 Register of members of the Owners, last updated 21 March 2007

6.44 OTC

6.45 Registrar Agreement between Nordea and Sealift, governed by Norwegian Law

6.46 Confirmation letter from Norwegian Stockbrokers Association dated 30
     January 2007

6.47 Agreement on Distribution of Price Sensitive Information between Sealift
     and Norwegian Stockbrokers' Association dated 24 January 2007, governed by
     Norwegian Law

6.48 Branch Register Agreement between Sealift and Nordea dated 24 January 2007,
     governed by Norwegian Law

6.49 Permits

6.50 Correspondence with Bermuda Monetary Authority

6.51 Exemption from the Companies Act dated 19 January 2007

6.52 Ministry of Finance - exemption under the 1966 Act dated 16 January 2007

7. INSURANCES

7.1  Company Liability Insurance

     7.1.1 Frontline - Directors and Officers, Company Liability and Securities
           Claims Entity Insurance, governed by Norwegian Law

     7.1.2 Endorsement no. 7 - Endorsement of Sealift as Additional Named
           Company under Frontline - Company Liability and Securities Claims
           Entity Insurance


                                       42
<PAGE>

     7.1.3  Frontline - Directors and Officers, Company Liability and Securities
            Claims Entity Insurance - Excess Policy, governed by Norwegian Law

7.2  Insurance of Vessels

     7.2.1  Assured Mortgagees Sealift

     7.2.2  Hull and Machinery Insurance document dated 2 January 2006

     7.2.3  Schedule of Insurances per Vessel dated 20 February 2007

     7.2.4  Schedule of Insurance claims dated 16 February 2007

     7.2.5  Certificate of Entry - "Front Target" - effective date 20 February
            2007

     7.2.6  Certificate of Entry - "Front Traveller" - effective date 20
            February 2007

     7.2.7  Certificate of Entry - "Front Granite" - effective date 20 February
            2007

     7.2.8  Certificate of Entry - "Marble" - effective date 20 February 2007

     7.2.9  Certificate of Entry - "Front Sunda"- effective date 20 February
            2007

     7.2.10 Certificate of Entry - "Front Comor" - effective date 20 February
            2007

8. LOAN DOCUMENTS AND SECURITY

8.1  Loan Agreements & Guarantees

8.2  Commitment Letter from Nordea and DNB Nor to Sealift dated 7 February 2007

8.3  Coordination Agreement between Nordea, Norsk Tillitsmann and Sealift dated
     15 March 2007, governed by Norwegian Law

8.4  $240m Delayed Draw Term Loan Facility Agreement between Sealift, the Owners
     and Nordea and DNB Nor dated 15 March 2007, governed by Norwegian Law (the
     "$240m Loan")

8.5  Postponement of Payment of Obligations Agreement between Sealift and
     Frontline dated 21 March 2007

8.6  Letter Agreement Between Nordea and Sealift dated 21 March 2007, governed
     by Norwegian Law

8.7  Frontline Guarantee for obligations of Sealift in favour of Nordea dated 21
     March 2007, governed by Norwegian Law

8.8  Guarantee by Frontline in favour of Target, Traveller and West Tankers
     dated 21 March 2007, governed by Norwegian Law

8.9  Loan Trustee Fees between Sealift and Norsk Tillitsmann dated 9 February
     2007

8.10 Sealift Bond Presentation re Bond Issue dated January 2007


                                       43
<PAGE>

8.11 Bond Loan Agreement between Sealift and Norsk Tillitsmann dated 8 February
     2007, governed by Norwegian Law (the "Bond Loan")

8.12 Letter from Nordea confirming a drawdown under the MUSD 240 facility and a
     fax confirmation from the Loan Trustee stating the interest of the bond
     loan for the first interest period

8.13 Security

8.14 First Preferred Mortgage issued by Front Target Inc. to Nordea in respect
     of "Front Target" dated 20 March 2007, governed by the Laws of the Republic
     of the Marshall Islands

8.15 First Preferred Mortgage issued by Front Traveller Inc. to Nordea in
     respect of "Front Traveller" dated 20 March 2007, governed by the Laws of
     the Republic of the Marshall Islands

8.16 First Preferred Mortgage issued by Granite Shipping Company Limited to
     Nordea in respect of "Front Granite" dated 20 March 2007, governed by the
     Laws of the Republic of the Marshall Islands

8.17 First Preferred Mortgage issued by Southwest Tankers Inc. to Nordea in
     respect of "Front Sunda" dated 20 March 2007, governed by the Laws of the
     Republic of the Marshall Islands

8.18 First Preferred Mortgage issued by West Tankers Inc. to Nordea in respect
     of "Front Comor" dated 20 March 2007, governed by the Laws of the Republic
     of the Marshall Islands

8.19 Registration of Mortgage - "Marble", dated 21 March 2007

8.20 Second Preferred Mortgage issued by Front Target Inc. to Norsk Tillitsmann
     in respect of "Front Target" dated 20 March 2007, governed by the Laws of
     the Republic of the Marshall Islands

8.21 Second Preferred Mortgage issued by Front Traveller Inc. to Norsk
     Tillitsmann in respect of "Front Traveller" dated 20 March 2007, governed
     by the Laws of the Republic of the Marshall Islands

8.22 Second Preferred Mortgage issued by Granite Shipping Company Limited to
     Norsk Tillitsmann in respect of "Front Granite" dated 20 March 2007,
     governed by the Laws of the Republic of the Marshall Islands

8.23 Second Preferred Mortgage issued by Southwest Tankers Inc. to Norsk
     Tillitsmann in respect of "Front Sunda" dated 20 March 2007, governed by
     the Laws of the Republic of the Marshall Islands

8.24 Second Preferred Mortgage issued by West Tankers Inc. to Norsk Tillitsmann
     in respect of "Front Comor" dated 20 March 2007 governed, by the Laws of
     the Republic of the Marshall Islands


                                       44
<PAGE>

8.25 Mortgage Deed of Covenant between Quadrant Marine Inc. and Norsk
     Tillitsmann dated 21 March 2007, governed by Bahamian Law

8.26 Second Priority Assignment of Insurances between Front Target Inc. and
     Norsk Tillitsmann dated 19 March 2007, governed by Norwegian Law

8.27 Second Priority Assignment of Insurances between Front Traveller Inc. and
     Norsk Tillitsmann dated 19 March 2007, governed by Norwegian Law

 8.28 Second Priority Assignment of Insurances between Granite Shipping Company
    Limited and Norsk Tillitsmann dated 19 March 2007, governed by Norwegian
                                       Law

8.29 Second Priority Assignment of Insurances between Quadrant Marine Inc. and
     Norsk Tillitsmann dated 19 March 2007, governed by Norwegian Law

8.30 Second Priority Assignment of Insurances between Southwest Tankers Inc. and
     Norsk Tillitsmann dated 19 March 2007, governed by Norwegian Law

8.31 Second Priority Assignment of Insurances between West Tankers Inc. and
     Norsk Tillitsmann dated 19 March 2007, governed by Norwegian Law

8.32 Pledge of Shares between Sealift and Norsk Tillitsmann dated 19 March 2007,
     governed by Norwegian Law

8.33 Refund guarantees in favour of Southwest Tankers Inc. (third instalment),
     Front Transporter Inc. (second and third instalment) and Front Target Inc.
     (first instalment)

8.34 Guarantee between Front Target Inc. and Norsk Tillitsmann dated 19 March
     2007, governed by Norwegian Law

8.35 Guarantee between Front Traveller Inc. and Norsk Tillitsmann dated 19 March
     2007, governed by Norwegian Law

8.36 Guarantee between Quadrant Marine Inc. and Norsk Tillitsmann dated 19 March
     2007, governed by Norwegian Law

8.37 Guarantee between Southwest Tankers Inc. and Norsk Tillitsmann dated 19
     March 2007, governed by Norwegian Law

8.38 Guarantee between West Tankers Inc. and Norsk Tillitsmann dated 19 March
     2007, governed by Norwegian Law

8.39 Guarantee between Granite Shipping Company Ltd. and Norsk Tillitsmann dated
     19 March 2007

8.40 Second Priority Assignment Deed of Purchase Agreement, between Sealift and
     Norsk Tillitsmann dated 21 March 2007, governed by English Law

 8.41 Account Charge between Front Target Inc. and Nordea dated 21 March 2007,
                            governed by Norwegian Law


                                       45
<PAGE>

8.42 Account Charge between Front Traveller Inc. and Nordea dated 21 March 2007,
     governed by Norwegian Law

8.43 Account Charge between Granite Shipping Company Limited and Nordea dated
     21 March 2007, governed by Norwegian Law

8.44 Account Charge between Quadrant Marine Inc. and Nordea dated 21 March 2007,
     governed by Norwegian Law

8.45 Account Charge between Southwest Tankers Inc. and Nordea dated 21 March
     2007, governed by Norwegian Law

 8.46 Account Charge between West Tankers Inc. and Nordea dated 21 March 2007,
                            governed by Norwegian Law

8.47 General Assignment of Earning and Insurances between Front Target Inc. and
              Nordea dated 21 March 2007, governed by Norwegian Law

8.48 General Assignment of Earning and Insurances between Front Traveller Inc.
     and Nordea dated 21 March 2007, governed by Norwegian Law

8.49 General Assignment of Earning and Insurances between Granite Shipping
     Company Limited and Nordea dated 21 March 2007, governed by Norwegian Law

8.50 General Assignment of Earning and Insurances between Quadrant Marine Inc.
     and Nordea dated 21 March 2007, governed by Norwegian Law

8.51 General Assignment of Earning and Insurances between Southwest Tankers Inc.
     and Nordea dated 21 March 2007, governed by Norwegian Law

8.52 General Assignment of Earning and Insurances between West Tankers Inc. and
     Nordea dated 21 March 2007, governed by Norwegian Law

8.53 Assignment of Conversion Contract and Refund Guarantees -"Front Target"-
     between Front Target Inc. and Nordea, governed by English Law

8.54 Assignment of Conversion Contract and Refund Guarantees -"Front Traveller"-
     between Front Traveller Inc. and Nordea, governed by English Law

8.55 Assignment of Conversion Contract and Refund Guarantees -"Front Sunda"-
     between Southwest Tankers Inc. and Nordea, governed by English Law

8.56 Assignment of Conversion Contract and Refund Guarantees -"Front Comor"-
     between West Tankers Inc. and Nordea, governed by English Law

8.57 Assignment Deed - Bareboat re "Front Target"- between Front Target Inc. and
     Nordea dated 21 March 2007, governed by English Law

8.58 Assignment Deed - Bareboat re "Front Traveller"- between Front Traveller
     Inc. and Nordea dated 21 March 2007, governed by English Law


                                       46
<PAGE>

8.59 Assignment Deed - Bareboat re "Front Comor"- between West Tankers Inc. and
     Nordea dated 21 March 2007, governed by English Law

8.60 Assignment Deed - Purchase Agreement - between Sealift and Nordea dated
     21 March 2007, governed by English Law

8.61 Assignment Deed - Option Agreement - between Sealift and Nordea dated
     21 March 2007, governed by English Law

8.62 Pledge of Shares between Sealift and Nordea dated 21 March 2007, governed
     by Norwegian Law

8.63 Mortgage Deed of Covenant between Quadrant Marine Inc. and Nordea dated
     21 March 2007

8.64 Account Charge between Sealift and Nordea dated 21 March 2007, governed by
     Norwegian Law

9. FINANCIAL INFORMATION

9.1  Payment Schedule under the $240m Loan

9.2  Payment Schedule under the Bond Loan

9.3  Unaudited Consolidated First Quarter Report and Accounts for Sealift

9.4  Sealift Cashflow scenarios

The Refund Guarantees in relation to the first, second and third instalments
relating to the Front Sunda will be replaced and until then the next set of
instalments due to Cosco will not be paid by Frontline.


                                       47
<PAGE>

                                   SCHEDULE 8

                                   WARRANTIES

1. POWER AND AUTHORITY

1.1  Frontline and Sealift each have the requisite capacity, power and authority
     to enter into and to perform this Merger Agreement.

1.2  The signature of and the compliance with the terms of this Merger Agreement
     does not and will not conflict with or constitute a default under any
     provision of:

     any agreement or instrument to which either Frontline or Sealift is a
     party; or

     the constitutional and corporate documents of either Frontline or Sealift.

     the laws of Bermuda.

2. THE EXISTING SHARES

2.1  The Existing Shares comprise all of the issued shares of Sealift and are
     fully paid up, free of further capital contribution obligations.

2.2  Frontline is the sole legal and beneficial owner of 30 million of the 90
     million the Existing Shares.

2.3  There is no Encumbrance, and there is no agreement, arrangement or
     obligation to create or give an Encumbrance, in relation to any of the
     unissued shares in the capital of Sealift.

2.4  Other than this Merger Agreement, there is no agreement, arrangement or
     obligation requiring the issue, transfer, repurchase, redemption or
     repayment of, or the grant to a person of the right (conditional or not) to
     require the issue, transfer, redemption or repayment of, a share in the
     capital of Sealift (including, without limitation, an option or right of
     pre-emption or conversion).

3. SHIPPING

3.1  Binding Agreements

     3.1.1 The obligations of each ShipCo under each Shipping Document are, or
           when the relevant document is executed will be, enforceable in
           accordance with their terms.

3.2  Shipping Assets

     3.2.1 Each of the Shipping Assets is owned both legally and beneficially by
           the relevant ShipCo as set out in SCHEDULE 10 (Shipping Assets) and
           each of those Shipping Assets capable of possession is in the
           possession or under the control of the relevant ShipCo.

     3.2.2 Except for statutory maritime liens arising in the ordinary course of
           business and subject to the due repayment of the Senior Sealift Loan
           and the Sealift Bonds there is no Encumbrance over or affecting all
           or part of the Shipping


                                       48
<PAGE>

          Assets which will subsist after completion of the Debt Restructuring
          and no ShipCo is a party to any agreement or commitment to give or
          create any and so far as Frontline and Sealift are aware, no claim has
          been made by any person to be entitled to any.

3.3  Conversion Contracts, Options and Refund Guarantees

      3.3.1 Complete and accurate copies of all Conversion Contracts, Conversion
            Options and Refund Guarantees have been disclosed as part of the
            Disclosed Information.

      3.3.2 Each of the Conversion Contracts and Conversion Options was properly
            executed by the relevant ShipCo and, so far as Frontline and Sealift
            are aware, by the respective counterparties, and has not been
            terminated and neither Frontline nor Sealift are aware of any
            breach, invalidity, or grounds for determination, rescission,
            avoidance or repudiation of any Conversion Contract or Conversion
            Option.

      3.3.3 Subject to the due repayment of the Senior Sealift Loan and the
            Sealift Bonds, there is no Encumbrance over or affecting all or part
            of the ShipCos' rights under the Conversion Contracts or the
            Conversion Options which will subsist after Completion and no ShipCo
            is a party to any agreement or commitment to give or create any and,
            so far as Frontline and Sealift are aware, no claim has been made by
            any person to be entitled to any.

      3.3.4 So far as Frontline and Sealift are aware, each of the Refund
            Guarantees was properly executed by the Refund Guarantor, and has
            not been terminated and neither Frontline nor Sealift are aware of
            any breach, invalidity, or grounds for determination, rescission,
            avoidance or repudiation of any Refund Guaranteeprovided, however,
            that the Refund Guarantees received will be reissued to take into
            account the novation of the Conversion Contract relevant to M/T
            "Front Sunda" having been novated to Southwest Tankers Inc. from
            Front Transporter Inc. and the revised text thereof agreed with
            Nordea as agent for the lenders to the Senior Sealift Loan.

      3.3.5 There is no Encumbrance over or affecting all or part of the
            ShipCos' rights under the Refund Guarantee which will subsist after
            Completion and no ShipCo is a party to any agreement or commitment
            to give or create any and, so far as Frontline and Sealift are
            aware, no claim has been made by any person to be entitled to any.

      3.3.6 The agreed schedule for delivery of the first four Sealift Vessels
            to Cosco for the conversion works to be undertaken pursuant to the
            Conversion Contracts and for the redelivery of each such Sealift
            Vessel to the relevant ShipCo following completion of such works is
            as included in the Disclosed Information.

3.4   The Sealift Vessels

      3.4.1 So far as Frontline and Sealift are aware, each of the Sealift
            Vessels currently holds all material certificates, licences or
            authorisations required to enable such


                                       49
<PAGE>

            Sealift Vessel to carry out its operations in the jurisdiction in
            which it is registered and all jurisdictions in which it currently
            trades subject only to such certificates lapsing during actual
            conversion of a Sealift Vessel pursuant to the Conversion Contracts.

      3.4.2 So far as Frontline and Sealift are aware, each of the Sealift
            Vessels is presently permanently registered at its place of registry
            and all fees of such registry have been paid.

      3.4.3 Neither Frontline or Sealift has received any notice that any
            Sealift Vessel is or is likely to be subject to any claim, to
            forfeiture, arrest, other detention, seizure, confiscation or other
            requisition and neither Frontline nor Sealift are aware of any
            circumstances which might give rise to any such claim, forfeiture,
            arrest, other detention, seizure, confiscation or other requisition.

4. INSURANCES

4.1   All premiums, calls or other sums payable in respect of the insurances for
      the Sealift Vessels have been paid.

4.2   All material facts disclosable to insurers have been disclosed, including
      the planned conversion of each of the Sealift Vessels.

5. GENERAL

5.1   The Disclosed Information contains all information relating to (i) the
      business and affairs of Sealift and each Sealift Group Company and that is
      material in the context of the Transaction and (ii) any arrangement
      between Frontline, any director or shareholder of Frontline and Sealift
      has been disclosed to the Delphi Shareholders.

5.2   Sealift has obtained all necessary consents and complied with all
      requirements in relation to all statutes and regulations including but not
      limited to the Bermuda Monetary Authority, exchange control and foreign
      currency regulations. Sealift and each Sealift Group Company has at all
      times complied and continues to comply with such statutes and regulations
      governing each company in the country of its incorporation. Sealift or any
      Sealift Group Company is not under any obligation, contractual or
      otherwise, to request or obtain the consent of any person, and no permits,
      licenses, certifications, authorisations or approvals of or notifications
      to, any government or governmental agency, board, commission or authority
      are required to be obtained by Sealift or any Sealift Group Company in
      connection with the execution, delivery or performance by Sealift of this
      Merger Agreement or the completion of the Transaction.


                                       50
<PAGE>

                                   SCHEDULE 9

                             INTENTIALLY LEFT BLANC


                                       51
<PAGE>

                                   SCHEDULE 10

                                 SHIPPING ASSETS

A. VESSELS

1. NAME OF VESSEL: MARBLE

      SEALIFT SHIPCO OF VESSEL:   Quadrant Marine Inc

      FLAG OF VESSEL:             Bahamas

2. NAME OF VESSEL: FRONT GRANITE

      SEALIFT SHIPCO OF VESSEL:   Granite Shipping Company Limited

      FLAG OF VESSEL:             Marshall Islands

3. NAME OF VESSEL: FRONT TARGET

      SEALIFT SHIPCO OF VESSEL:   Front Target Inc.

      FLAG OF VESSEL:             Marshall Islands

10. NAME OF VESSEL: FRONT SUNDA

      SEALIFT SHIPCO OF VESSEL:   Southwest Tankers Inc.

      FLAG OF VESSEL:             Marshall Islands

11. NAME OF VESSEL: FRONT COMOR

      SEALIFT SHIPCO OF VESSEL:   West Tankers Inc.

      FLAG OF VESSEL:             Marshall Islands

12. NAME OF VESSEL: FRONT TRAVELLER

      SEALIFT SHIPCO OF VESSEL:   Front Traveller Inc.

      FLAG OF VESSEL:             Marshall Islands

B. SHIPPING DOCUMENTS

1. Conversion Contracts

2. Conversion Options

3. Bareboat Charters

4. Management Agreements

5. Refund Guarantees

13. Post-Redelivery Shipping Documents


                                       52
<PAGE>

                                   SCHEDULE 11

                     SECOND SUPPLEMENTAL PURCHASE AGREEMENT

This supplemental agreement (the "AGREEMENT") is entered into on this [___] day
                                 of [___] 2007

BETWEEN:

1. SEALIFT LTD. ("SEALIFT");

2. SOUTHWEST TANKERS INC. ("SOUTHWEST");

3. FRONT TARGET INC. ("FRONT TARGET");

4. FRONT TRAVELLER INC. ("FRONT TRAVELLER");

5. WEST TANKERS INC. ("WEST");

6. GRANITE SHIPPING COMPANY LTD. ("GRANITE");

7. QUADRANT MARINE INC. ("QUADRANT")

(Southwest, Front Target, Front Traveller, West, Granite and Quadrant
hereinafter collectively referred to as the "OWNERS" and, individually, as an
"OWNER")

8. FRONTLINE LTD. ("FRONTLINE")

(Sealift and the Owners on the one hand and Frontline on the other hand are
hereinafter collectively referred to as the "PARTIES" and, individually, as a
"PARTY").

WHEREAS:

(A)  On 30 January, 2007, Frontline and Sealift entered into a purchase
     agreement setting forth the terms and conditions upon and subject to which
     Sealift acquired, INTER ALIA, all of the shares in the Owners from
     Frontline (the "ORIGINAL PURCHASE AGREEMENT");

On 15 March 2007 the Parties entered into a supplemental agreement supplementing
certain terms of the Original Purchase Agreement (the "SUPPLEMENTAL AGREEMENT")
(together with the Original Purchase Agreement, referred to as the "PURCHASE
AGREEMENT"); and

The Parties wish to supplement the terms of the Purchase Agreement in respect of
a number of issues.

NOW THEREFORE, it is hereby, agreed as follows:

1.   Terms defined in the Purchase Agreement shall, when used herein in
     capitalised form, have the same meaning as attributed to them in the
     Purchase Agreement.

2.   Clause 8.1.6 of the Original Purchase Agreement shall be supplemented for
     the avoidance of doubt so that:

     (i)  notwithstanding any of the terms in said Clause 8.1.6 or elsewhere in
          the Purchase Agreement, Frontline shall indemnify each Owner against
          all costs incurred by such Owner as a result of Frontline not paying
          any claim which


                                       53
<PAGE>

            such Owner is obliged to pay under the terms of the relevant
            Conversion Contract or any repair contract entered into by such
            Owner with Cosco;

      (ii)  Frontline shall be responsible for the repair costs of each
            Conversion Vessel and in Clause 8.1.6 all references to "conversion
            costs" shall be construed so that this term includes such costs
            incurred as a result of a repair contract being entered into by
            Frontline (on behalf of the relevant Owner) with the relevant Yard
            pursuant to Clause 10.8 of such Conversion Contract.

     3.   Clause 8.1.5 of the Original Purchase Agreement shall be amended so
          that the final sentence is deleted and the clause is supplemented by
          the following:

      (i)   Sealift shall have the right to assign two representatives to the
            supervision team for Front Sunda, Front Target, Front Traveller and
            Front Comor, one of which shall have engine room expertise and the
            other deck expertise;

      (ii)  the Sealift representatives shall have full access to information
            and documentation provided by Cosco to the supervision teams, as
            well as all documentation related to the Conversion Vessels as is
            being prepared by the supervision teams or circulated among its
            members;

      (iii) the Sealift representatives shall have the right to attend all
            inspections, testing of equipment, sea trials and review of sea
            trial documentation;

      (iv)  the Sealift representatives shall work with the other members of the
            supervision team with the objective of resolving all technical
            issues in the best interests of the Owners and in the case of
            disagreement between the Sealift representatives and the other
            members of the supervision team, the views of the Sealift
            representatives shall be given in writing to the leader of the
            supervision team; and

     Frontline shall procure that the Seatrials include operational trials
     (including ballasting and de-ballasting trials) in the presence of the
     Sealift representatives.

4.   Clause 8.1.9 of the Original Purchase Agreement and Clause 2 of the
     Supplemental Agreement shall be amended so that the agreed redelivery dates
     are as follows:

     Front Sunda:     30 April 2007
     Front Target:    30 September 2007
     Front Traveller: 31 January 2008
     Front Comor:     31 May 2008

5.   This Agreement shall become effective immediately upon Merger Completion.

6.   This Agreement shall be considered null and void if Merger Completion has
     not occurred prior to 12 May 2007.

7.   The Parties agree that the provisions of Clauses 14 and 17 of the Original
     Purchase Agreement shall apply to this Agreement as well.

     For and on behalf of                           For and on behalf of


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<PAGE>

     SEALIFT LTD.                       SOUTHWEST TANKERS INC.

     For and on behalf of               For and on behalf of
     FRONT TARGET INC.                  FRONT TRAVELLER INC.

     For and on behalf of               For and on behalf of
     WEST TANKER INC.                   GRANITE SHIPPING COMPANY LTD.

     For and on behalf of               For and on behalf of
     QUADRANT MARINE INC.               FRONTLINE LTD.


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