Noteholder Notice

 
TIDM82BU TIDM40VX TIDM82BV TIDM82BW TIDM82BX TIDM40VY TIDM82BY TIDM82BZ TIDM82CA TIDM82CB TIDM40VU TIDM40VV TIDM40VW 
 
31 July 2009 
 
                          Leek Finance Number Sixteen PLC 
 
                             10 Upper Bank Street 
 
                                London E14 5JJ 
 
                                 (the Issuer) 
 
 To the Noteholders of: 
 
             GBP22,000,000 Class A1a Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                     Regulation S ISIN Number XS0232821784 
 
                      Regulation S Common Code 023282178 
 
           US$216,000,000 Class A1b Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232826312 
 
                             Common Code 023282631 
 
                      Rule 144A ISIN Number US52426MAB46 
 
                        Rule 144A Common Code 023299941 
 
                                CUSIP 52426MAB4 
 
             EUR54,000,000 Class A1c Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232827120 
 
                             Common Code 023282712 
 
            GBP382,500,000 Class A2a Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232823483 
 
                             Common Code 023282348 
 
           US$175,000,000 Class A2b Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232825934 
 
                             Common Code 023282593 
 
                      Rule 144A ISIN Number US52426MAE84 
 
                        Rule 144A Common Code 023299950 
 
                                CUSIP 52426MAE8 
 
            EUR255,000,000 Class A2c Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232827633 
 
                             Common Code 023282763 
 
             GBP25,500,000 Class Ma Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232824457 
 
                             Common Code 023282445 
 
             EUR45,500,000 Class Mc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232828284 
 
                             Common Code 023282828 
 
             GBP18,500,000 Class Ba Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232824887 
 
                             Common Code 023282488 
 
             EUR29,800,000 Class Bc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232828953 
 
                             Common Code 023282895 
 
             EUR37,200,000 Class Cc Mortgage Backed Floating Rate Notes 
 
                                   due 2037 
 
                           ISIN Number XS0232829332 
 
                             Common Code 023282933 
 
    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 25 October 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. 
 
    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, by way of a supplemental administration agreement, of the 
    Administration Agreement to include a Standard & Poor's ratings trigger in 
    respect of any entity holding an account in the name of the Issuer into 
    which collateral is posted pursuant to a Swap Agreement. 
 
Leek Finance Number Sixteen PLC 
 
 
 
END