SOUTHERN PACIFIC SECURITIES 04-2 PLC - Notice to Noteholders

              SOUTHERN PACIFIC SECURITIES 04-2 PLC (the "Issuer")

                                   4th Floor

                                40 Dukes Place

                                    London

                                   EC3A 7NH

  (a public limited company incorporated under the laws of England and Wales

                        with registered number 5109165)

             NOTICE OF MEETINGS OF THE HOLDERS (the "Noteholders")

                                of those of the

      €100,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2025

                  (ISIN: XS019660982 Common Code: 0196609829)

                            (the "Class A1a Notes")

      $100,000,000 Class A1b Mortgage Backed Floating Rate Notes due 2025

                  (ISIN: XS0196610835 Common Code: 019661083)

                            (the "Class A1b Notes")

      £180,900,000 Class A1c Mortgage Backed Floating Rate Notes due 2025

                  (ISIN: XS0196611569 Common Code: 019661156)

                            (the "Class A1c Notes")

      €100,000,000 Class A2a Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196612021 Common Code: 019661202)

                            (the "Class A2a Notes")

      £235,200,000 Class A2c Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196612963 Common Code: 019661296)

                            (the "Class A2c Notes")

      $22,500,000 Class B1b Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196613425 Common Code: 019661342)

                            (the "Class B1b Notes")

      £31,600,000 Class B1c Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196614829 Common Code: 019661482)

                            (the "Class B1c Notes")

       €5,000,000 Class C1a Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196615396 Common Code: 019661539)

                            (the "Class C1a Notes")

      £19,400,000 Class C1c Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196616360 Common Code: 019661636)

                            (the "Class C1c Notes")

       €5,000,000 Class D1a Mortgage Backed Floating Rate Notes due 2042

                  (ISIN: XS0196616527 Common Code: 019661652)

                            (the "Class D1a Notes")

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

                  (ISIN: XS0196618069 Common Code: 019661806)

                            (the "Class D1c Notes")

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

                  (ISIN: XS0196618499 Common Code: 019661849)

  (the "Class E Notes", and together with the Class A1a Notes, the Class A1b
Notes, the Class A1c Notes, the Class A2a Notes, the Class A2c Notes, the Class
 B1b Notes, the Class B1c Notes, the Class C1a Notes, the Class C1c Notes, the
             Class D1a Notes and the Class D1c Notes, the "Notes")

                      of the Issuer presently outstanding

        THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial and legal advice immediately from your stockbroker,
bank manager, solicitor, accountant or other financial adviser authorised under
the Financial Services and Markets Act 2000 (if you are in the United Kingdom),
or from another appropriately authorised independent financial or legal
adviser.

If you have recently sold or otherwise transferred your entire holding(s) of
Notes referred to below, you should immediately forward this document to the
purchaser or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser or
transferee.

Capitalised terms used in this Notice and not specifically defined in this
Notice will bear the same meaning as in the Master Definitions Schedule dated 9
August 2004 between, amongst others, the Issuer and the Trustee, as amended,
restated, supplemented, modified or otherwise varied from time to time (the "
Master Definitions Schedule").

References in this Notice to a "Class of Notes" shall be deemed to be a
reference to the Class A1a Notes, the Class A1b Notes, the Class A1c Notes, the
Class A2a Notes, the Class A2c Notes, the Class B1b Notes, the Class B1c Notes,
the Class C1a Notes, the Class C1c Notes, the Class D1a Notes, the Class D1c
Notes or the Class E Notes, as the case may be, and accordingly this Notice is
convening separate meetings of the holders of the Notes of each Class, details
of which are contained herein.

In this Notice, the terms "Noteholder", "holder" or "holders" means a holder or
holders of Notes and/or beneficial interests in the Notes, as the context may
require.

We refer to a letter from Lloyds Bank plc (the "Liquidity Facility Provider")
to the Issuer dated 5 March 2014 (the "Increased Costs Letter").

The Liquidity Facility Provider has stated in the Increased Costs Letter that,
pursuant to clause 10.2(b)(2) of the Liquidity Facility Agreement, it is making
a claim for increased costs.

The Liquidity Facility Provider further stated that the additional capital cost
per annum calculated by the Liquidity Facility Provider is 0.4800% per annum.
The increase is effective from the date of the Increased Costs Letter and shall
be due and payable on the next Interest Payment Date and on each subsequent
Interest Payment Date (the "Increased Costs").

Pursuant to clause 10.2(b)(2) of the Liquidity Facility Agreement, the
Liquidity Facility Provider is therefore charging the Issuer such increased
costs, the forecast annualised costs to the Issuer of which is projected by the
Liquidity Facility Provider to be £203,280.

The Liquidity Facility Provider has certified that the Increased Costs is
representative of the costs incurred by it as Liquidity Facility Provider in
performing its obligations under the Liquidity Facility Agreement and complying
with the individual liquidity adequacy standards under BIPRU 12.

The Issuer will notify Noteholders through a further notice if there are any
material changes to the Increased Costs for subsequent Interest Payment Dates.

The Liquidity Facility Provider has communicated to the Issuer that it is open
to discussing proposals around the restructuring of the liquidity facility,
which could include:

  * a reduction of the amount of the liquidity facility commitment, which,
    according to the Liquidity Facility Provider, would provide the Issuer with
    a saving of £1,082,659 per annum (if the commitment was reduced to 12% of
    the outstanding balance of the loans); and/or

  * a reversal of the stand-by drawing, which, according the Liquidity Facility
    Provider, would provide the Issuer with a saving of £808,885 per annum.

Any such proposals would need the support of Noteholders and so any Noteholders
that would like to discuss the possibility of any such proposals, please
contact the Issuer using the contact details below.

In accordance with normal practice, the Trustee and its advisors have not been
involved in the formulation of this notice and have not verified the
information contained in any part of the notice. The information specified as
having been provided to the Issuer by the Liquidity Facility Provider has not
been independently verified by the Issuer. Further, neither the Issuer nor the
Trustee (nor any of their respective advisors) expresses any opinion as to the
purpose or merits of the contents of this notice or as to the action
Instrumentholders should take in relation to them. The Trustee and its advisors
make no representation regarding the accuracy, sufficiency, relevance or
otherwise of any information contained in this notice.

Please note that nothing in this notice is intended to amount to an invitation
or inducement to engage in investment activity nor does it constitute or form
part of, and should not be construed as, an offer for sale, exchange or
subscription of, or a solicitation of any offer to buy, exchange or subscribe
for, any securities of the Issuer or any other entity. The distribution of this
notice may nonetheless be restricted by law in certain jurisdictions. Persons
into whose possession this notice comes are required by the Issuer and the
Trustee and to inform themselves about, and to observe, any such restrictions.
This Notice does not constitute a solicitation in any circumstances in which
such solicitation is unlawful. Neither the Issuer nor the Trustee will incur
any liability for its own failure or the failure of any other person or persons
to comply with the provisions of any such restrictions.

This notice is given by the Issuer

21 March 2014

Queries may be addressed to the Issuer as follows:

Southern Pacific Securities 04-2 PLC

4th Floor

40 Dukes Place

London EC3A 7NH

E-mail: [e-mail]

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