SOUTHERN PACIFIC SECURITIES 04-2 PLC - Notice of Results

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD
    SEEK THEIR OWN FINANCIAL ADVICE IMMEDIATELY FROM THEIR OWN PROFESSIONAL
                                   ADVISERS.

                       NOTICE OF RESULTS OF THE MEETINGS

         In respect of a meeting (the "First Meeting") of the holders
                      (the "Class C Noteholders") of the:

       €5,000,000 Class C1a Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196615396, US84359VAK89; CUSIP: 84359VAK8

      £19,400,000 Class C1c Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616360, US84359VAM46; CUSIP: 84359VAM4

                             (the "Class C Notes")

         In respect of a meeting (the "Second Meeting") of the holders
                      (the "Class D Noteholders") of the:

       €5,000,000 Class D1a Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616527, US84359VAN29; CUSIP: 84359VAN2

      £19,400,000 Class D1c Mortgage Backed Floating Rate Notes due 2042

              ISIN: XS0196618069, US84359VAQ59; CUSIP: 84359VAQ5

                             (the "Class D Notes")

         In respect of a meeting (the "Third Meeting") of the holders
                      (the "Class E Noteholders") of the:

        £7,000,000 Class E Mortgage Backed Floating Rate Notes due 2042
                              ISIN: XS0196618499

                             (the "Class E Notes")

                                   issued by
                     SOUTHERN PACIFIC SECURITIES 04-2 PLC
                                (the "Issuer")
                           on or about 9 August 2004

The Class C Noteholders, the Class D Noteholders and the Class E Noteholders
are together referred to as the "Noteholders" and the Class C Notes, the Class
D Notes and the Class E Notes are together referred to as the "Notes".

Capitalised terms used but not otherwise defined in this notice shall have the
meanings ascribed to them in a consent solicitation memorandum issued by the
Issuer on 10 November 2014 (the "Consent Solicitation Memorandum").

The First Meeting, the Second Meeting and the Third Meeting of the Noteholders
were each convened by the Issuer and held on 5 December 2014 (the "Meetings")
to consider (a) the First Extraordinary Resolution to approve the amendment of
the Liquidity Facility Agreement to allow for a reduction in the size of the
Commitment; and (b) the Second Extraordinary Resolution to approve the
amendment of the ratings required of the Liquidity Facility Provider pursuant
to the Liquidity Facility Agreement, each as more specifically described in the
Consent Solicitation Memorandum.

NOTICE IS HEREBY GIVEN to the Noteholders that, at the First Meeting, the
Second Meeting and the Third Meeting, the Class C Noteholders, the Class D
Noteholders and the Class E Noteholders respectively passed each of the
Extraordinary Resolutions proposed.

Queries may be addressed to the Issuer as follows:

                     SOUTHERN PACIFIC SECURITIES 04-2 PLC
                                   4th Floor
                                40 Dukes Place
                                London EC3A 7NH
                         Attention:     the Directors
                          Telephone: [phone]
                             Fax: [phone]
                   e-mail: [e-mail]
                 Ref:    SOUTHERN PACIFIC SECURITIES 04-2 PLC

This Notice is given by the Issuer.

Dated 5 December 2014

Legal.39020095.1/RCHN/L0201.00045 1 05.12.14

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