Notice to Noteholders

 
TIDM52LJ 
 
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 AND LEGAL ADVICE, INCLUDING AS TO ANY TAX 
  CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR 
                 OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. 
 
                    IMPORTANT NOTICE TO THE HOLDERS OF THE 
 
      * EUR100,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2025 
 
  * (Rule 144A Common Code: 019695204 Rule 144A ISIN: US84359VAA08 Reg S Common 
                     Code: 019660982 Reg S ISIN: XS0196609829) 
 
      * $100,000,000 Class A1b Mortgage Backed Floating Rate Notes due 2025 
 
  * (Rule 144A Common Code: 019695298 Rule 144A ISIN: US84359VAB80 Reg S Common 
                     Code: 019661083 Reg S ISIN: XS0196610835) 
 
      * GBP180,900,000 Class A1c Mortgage Backed Floating Rate Notes due 2025 
 
  * (Rule 144A Common Code: 019695344 Rule 144A ISIN: US84359VAC63 Reg S Common 
                     Code: 019661156 Reg S ISIN: XS0196611569) 
 
      * EUR100,000,000 Class A2a Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019695484 Rule 144A ISIN: US84359VAD47 Reg S Common 
                     Code: 019661202 Reg S ISIN: XS0196612021) 
 
  * GBP235,200,000 Class A2c Mortgage Backed Floating Rate Notes due 2042 (Reg S 
       Common Code: 019661296 Reg S ISIN: XS0196612963) (with Detachable A2c 
                Coupons (Common Code:019741273 ISIN: XS0197412736)) 
 
                             * (the "Class A Notes") 
 
      * $22,500,000 Class B1b Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019695891 Rule 144A ISIN: US84359VAH50 Reg S Common 
                     Code: 019661342 Reg S ISIN: XS0196613425) 
 
      * GBP31,600,000 Class B1c Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019695964 Rule 144A ISIN: US84359VAJ17 Reg S Common 
                     Code: 019661482 Reg S ISIn: XS0196614829) 
 
                             * (the "Class B Notes") 
 
       * EUR5,000,000 Class C1a Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019696197 Rule 144A ISIN: US84359VAK89 Reg S Common 
                     Code: 019661539 Reg S ISIN: XS0196615396) 
 
      * GBP19,400,000 Class C1c Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019696278 Rule 144A ISIN: US84359VAM46 Reg S Common 
                     Code: 019661636 Reg S ISIN: XS0196616360) 
 
                             * (the "Class C Notes") 
 
       * EUR5,000,000 Class D1a Mortgage Backed Floating Rate Notes due 2042 
 
  * (Rule 144A Common Code: 019696332 Rule 144A ISIN: US84359VAN29 Reg S Common 
                     Code:019661652 Reg S ISIN: XS0196616527) 
 
      GBP19,400,000 Class D1c Mortgage Backed Floating Rate Notes due 2042 
 
  (Rule 144A Common Code:019696383 Rule 144A ISIN: US84359VAQ59 Reg S Common 
                   Code: 019661806 Reg S ISIN: XS0196618069) 
 
                             (the "Class D Notes") 
 
        * GBP7,000,000 Class E Mortgage Backed Floating Rate Notes due 2042 
 
            * (Reg S Common Code: 019661849 Reg S ISIN: XS0196618499) 
 
                             (the "Class E Notes") 
 
                                   issued by 
 
                     SOUTHERN PACIFIC SECURITIES 04-2 PLC 
 
                                (the "Issuer") 
 
                           on or about 29 July 2004 
 
The Class A Notes, Class B Notes, Class C Notes, 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 the master definitions schedule dated 9 August 
2004 and entered into between, among others, the Issuer and the Trustee, Capita 
Trust Company Limited. 
 
We refer to a letter from Lloyds Bank Corporate Markets (the "Liquidity 
Facility Provider") to the Issuer dated 27 July 2011 (the "Increased Costs 
Letter"). 
 
The Liquidity Facility Provider certified in the Increased Costs Letter that, 
pursuant to Clause 10 (Changes in Circumstances) of the Liquidity Facility 
Agreement, it is making a claim for increased costs based on Standard & Poor's 
rating downgrade action of 19 July 2011, when the rating of the most senior 
class of notes was lowered to AA- (sf) (the "Rating Downgrade"). The Liquidity 
Facility Provider further confirmed that the increased costs would be effective 
from the date of the rating action, 19 July 2011, and was paid on the September 
Interest Payment Date and is payable on subsequent Interest Payment Dates. The 
Liquidity Facility Provider further certified that the increase in costs is 
necessary to provide the same economic return under the Basel II Capital Accord 
as before the Rating Downgrade. 
 
The Liquidity Facility Provider advised the Issuer in the Increased Costs 
Letter that, as a result of the increased costs, the commitment fee is to 
increase from the current level of 0.2992 per cent. per annum to 0.3098 per 
cent. per annum. 
 
Pursuant to Clause 10 (Changes in Circumstances) of the Liquidity Facility 
Agreement, the Liquidity Facility Provider is therefore charging the Issuer 
with the above mentioned increased costs on the next Interest Payment Date. 
 
Queries may be addressed to the Issuer as follows: 
 
SOUTHERN PACIFIC SECURITIES 04-2 PLC 
 
c/o Capita Trust Company Limited 
 
4th Floor 
 
40 Dukes Place 
 
London EC3A 7NH 
 
Tel:      [phone] 
 
Fax:     [phone] 
 
Email:   [e-mail] 
 
Ref: Southern Pacific Securities 04-2 PLC 
 
This Notice is given by the Issuer. 
 
13 October 2011 
 
 
 
18491925.2 
 
 
 
END