Notice to Noteholders

 
TIDM56JX 
 
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 
 
      EUR325,700,000 Class A1a Mortgage Backed Floating Rate Notes due 2029 
 
                             (ISIN: XS0186711585) 
 
      $310,000,000 Class A1b Mortgage Backed Floating Rate Notes due 2029 
 
                      (ISIN: US84359TAA51, XS0186713102) 
 
 GBP177,700,000 Class A2 Mortgage Backed Floating Rate Notes (with Detachable A2 
                               Coupons) due 2042 
 
                      (ISIN: XS0186713797, XS0186714092) 
 
       GBP31,500,000 Class M Mortgage Backed Floating Rate Notes due 2042 
 
                      (ISIN: XS0186714506, US84359TAB35) 
 
        GBP6,000,000 Class B Mortgage Backed Floating Rate Notes due 2042 
 
                             (ISIN: XS0186715222) 
 
                   are together referred to as the "Notes". 
 
                                   issued by 
 
                     SOUTHERN PACIFIC SECURITIES 04-1 PLC 
 
                                (the "Issuer") 
 
                         on or about 23 February 2004 
 
We refer to: 
 
(a) the Mortgage Administration Agreement (the "Mortgage Administration 
Agreement") dated 26 February 2004 between, among others, Southern Pacific 
Mortgage Limited (whose role has been transferred to Capstone Mortgage Services 
Limited) (the "Mortgage Administrator"), Capita IRG Trustees Limited (the " 
Trustee") and the Issuer; and 
 
(b) the Bank Agreement (the "Bank Agreement") dated 26 February 2004 between, 
among others, Southern Pacific Mortgage Limited (whose role has been 
transferred to Capstone Mortgage Services Limited) (the "Cash/Bond 
Administrator"), Capita IRG Trustees Limited (the "Trustee") and the Issuer. 
 
Southern Pacific Personal Loans Limited ("SPPL") is an originator and current 
holder of the legal title to the Mortgages. The SPPL re SPS 04-1 Trust 
Collection Account (the "Collection Account") held by Barclays into which 
repayment amounts are paid by Borrowers is also in the name of SPPL. 
 
  * The Issuer has been informed that SPPL has no directors and may be made 
    insolvent imminently. In any case, the Issuer notes that a lack of 
    directors may be considered evidence of the imminent insolvency of SPPL. 
 
  * The imminent insolvency of SPPL will have various implications, including 
    but not limited to, for the holding of title to the Mortgages relating to 
    each Loan comprised in the Mortgage Pool and the Collection Account. 
 
Capitalised terms used but not otherwise defined in this notice shall have the 
meanings ascribed to them in the Mortgage Administration Agreement and the Bank 
Agreement. 
 
Clause 15.1(b) of the Mortgage Administration Agreement provides that the 
Mortgage Administrator shall, if requested by the Issuer (with the consent of 
the Trustee) or the Trustee, deliver to the Issuer (with the consent of the 
Trustee) or the Trustee, as the case may require, all Property Deeds and 
up-to-date schedules for attachment to the Transfers and give formal notice of 
a legal assignment as the case may require of each Mortgage relating to each 
Loan comprised in the Mortgage Pool and of such charge and guarantee to the 
relevant Borrowers, insurers and other persons all in such form or forms as may 
be required by the Issuer (with the consent of the Trustee) or the Trustee (the 
"Mortgage Administrator Actions") if the Trustee considers that the Charged 
Property or any part of it is in jeopardy (including due to the possible 
insolvency of SPML or SPPL) where legal title to any Mortgage is vested in SPML 
or SPPL, as the case may be. 
 
The Trustee, acting with the consent of MBIA Assurances S.A., has given its 
consent to the Issuer for the Issuer to request the Mortgage Administrator to 
perform the Mortgage Administrator Actions and once all the necessary 
arrangements have been made, including the transfer of the Collection Account 
in to the name of the Issuer, the Issuer will instruct the Mortgage 
Administrator to perform the Mortgage Administrator Actions accordingly. 
 
Due to the imminent insolvency of SPPL, the Trustee has directed Barclays to 
accept instructions from the Cash/Bond Administrator in relation to the 
Collection Account. Once all the necessary arrangements have been made the 
Issuer, the Cash/Bond Administrator, Barclays and the Trustee will work 
together to arrange the transfer of the Collection Account from SPPL to the 
Issuer. 
 
Queries may be addressed to the Issuer as follows: 
 
SOUTHERN PACIFIC SECURITIES 04-1 PLC 
 
c/o Capita Trust Company Limited 
 
7th Floor, Phoenix House 
 
18 King William Street 
 
London EC4N 7HE 
 
  * Attention: Virginia Duncan 
 
  * Telephone: [phone] 
 
  * Fax: [phone] 
 
  * e-mail: [e-mail] 
 
Ref: SPS 04-1 PLC 
 
This Notice is given by the Issuer. 
 
10 February 2010 
 
 
 
 
 
 
 
END