Noteholder Notice

 
TIDM81NF TIDM81NK TIDM81NH TIDM81NM TIDM81NN TIDM81NR TIDM81NS TIDM81NT TIDM81NV 
 
31 July 2009 
 
                          Leek Finance Number Fifteen PLC 
 
                             10 Upper Bank Street 
 
                                London E14 5JJ 
 
                                 (the Issuer) 
 
 To the Noteholders of: 
 
             GBP425,000,000 Class Aa Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                     Regulation S ISIN Number XS0216896372 
 
                      Regulation S Common Code 021689637 
 
            US$310,000,000 Class Ab Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216896703 
 
                             Common Code 021689670 
 
                      Rule 144A ISIN Number US52426VAA61 
 
                        Rule 144A Common Code 021776114 
 
                                CUSIP 52426VAA6 
 
             EUR520,000,000 Class Ac Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216897859 
 
                             Common Code 021689785 
 
             GBP10,000,000 Class Ma Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216898238 
 
                             Common Code 021689823 
 
             EUR79,000,000 Class Mc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216898741 
 
                             Common Code 021689874 
 
             GBP20,000,000 Class Ba Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216900075 
 
                             Common Code 021690007 
 
             EUR34,000,000 Class Bc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216900406 
 
                             Common Code 021690040 
 
             GBP43,000,000 Class Cc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0216901552 
 
                             Common Code 021690155 
 
    Terms used but not defined in this notice bear the same meaning as set out 
    in the Master Framework Agreement made between, inter alios, the Issuer and 
    the Trustee dated 27 April 2005. 
 
    NOTICE IS HEREBY GIVEN TO THE NOTEHOLDERS that on 1 August 2009 (the 
    Vesting Date) Britannia Building Society (Britannia) will transfer all of 
    its engagements to the Co-operative Bank p.l.c (the Co-op) pursuant to 
    sections 97-102D of the Building Societies Act 1986, as modified by an 
    order made by HM Treasury under section 3 of the Building Societies 
    (Funding) and Mutual Societies (Transfers) Act 2007, and Britannia will 
    cease to exist. On and from the Vesting Date, Britannia's obligations under 
    the Transaction Documents to which it is a party will pass to the Co-op. 
 
    The Trustee has exercised its right under clause 17.1(a) of the Trust Deed 
    to concur with the Issuer and the other relevant parties in the 
    modification of the Britannia GIC Agreement to reflect the fact that on and 
    from the Vesting Date, Britannia's obligations will be subsumed by a bank. 
 
Leek Finance Number Fifteen PLC 
 
 
 
END