BRITSHIP THREE LIMITED

THE ROYAL BANK OF SCOTLAND PLC(AS AGENT AND TRUSTEE FOR ITSELF AND THE SENIORCREDITORS)

SUBORDINATION AGREEMENT

NATIONAL WESTMINSTER BANK PLC AS SECURITY TRUSTEE FOR THE SECUREDPARTIES (AS DEFINED) AND TO THE CO-ORDINATOR,THE LENDERS AND THE OTHER BENEFICIARIES(AS DEFINED)

MORTGAGE DEBENTURE