SOUTHERN PACIFIC SECURITIES 04-2 PLC - Notice to Holders of Mortgage Backed Floating Rate Notes

        






SOUTHERN PACIFIC SECURITIES 04-2 PLC - Notice to Holders of Mortgage Backed Floating Rate Notes

              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 TO THE HOLDERS (the "Noteholders")                   

                                of those of the                                

       €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")                             

                     together referred to as 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 Capita Trust Company Limited (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 C1a Notes, the Class C1c Notes, the Class D1a Notes, the Class D1c Notes or the Class E Notes, as the case may be.

We refer to the notice of Meetings dated 18 December 2012 (the "Notice of Meetings") and the notice of adjourned Meetings dated 18 January 2013 (the " Notice of Adjourned Meetings").

NOTICE IS HEREBY GIVEN that the separate adjourned meetings of the holders of the Class C1a Notes, Class D1a Notes and Class E Notes convened by the Issuer for 1 February 2013 by the Notice of Adjourned Meetings were each inquorate and dissolved in accordance with terms of the Trust Deed.

Accordingly, the holders of each Class of Notes have not duly passed the Extraordinary Resolution (as set out in the Notice of Meetings and the Notice of Adjourned Meetings) and as such, the proposed amendments set out in the Notice of Meetings and the Notice of Adjourned Meetings will not be implemented.

This notice is given by the Issuer.

5 February 2013



                            Principal Paying Agent                             

                  The Bank of New York Mellon, London Branch                   

                               One Canada Square                               

                                London E14 5AL                                 

                      Attention: CT Events Administration                      

                          Telephone: [phone]                          

    Fax: [phone] (for the attention of Debt Restructuring Services    

                    E-mail: [e-mail]                    

                                    Issuer                                     

                     Southern Pacific Securities 04-2 PLC                      

                                   4th Floor                                   

                                40 Dukes Place                                 

                                London EC3A 7NH                                

                          Telephone: [phone]                          

                             Fax: [phone]                             

                   E-mail: [e-mail]                   

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EME_ACTIVE-556371600.1-GHUI 02/23/1970 4:20 1/P102/05/2013 11:31 AM

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