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. 
 
      EUR325,700,000 Class A1a Mortgage Backed Floating Rate Notes due 2029 
                 (ISIN: XS0186711585, Common Code: 018671158) 
                            (the "Class A1a Notes") 
 
      $310,000,000 Class A1b Mortgage Backed Floating Rate Notes due 2029 
  (144A ISIN: US84359TAA51, Common Code: 018730723; Reg S ISIN: XS0186713102, 
                            Common Code: 018671310) 
                            (the "Class A1b Notes") 
 
      GBP177,700,000 Class A2 Mortgage Backed Floating Rate Notes due 2042 
                 (ISIN: XS0186713797, Common Code: 018671379) 
   (with Detachable A2 Coupons (ISIN: XS0186714092, Common Code: 018671409)) 
                            (the "Class A2 Notes") 
 
       GBP31,500,000 Class M Mortgage Backed Floating Rate Notes due 2042 
  (144A ISIN: US84359TAB35, Common Code: 018738678; Reg S ISIN: XS0186714506, 
                                  018671450) 
                             (the "Class M Notes") 
 
        GBP6,000,000 Class B Mortgage Backed Floating Rate Notes due 2042 
                 (ISIN: XS0186715222, Common Code: 018671522) 
                             (the "Class B Notes") 
 
                                   issued by 
                     SOUTHERN PACIFIC SECURITIES 04-1 PLC 
              (the "Issuer" or the "Transaction", as applicable) 
                              on 23 February 2004 
 
The Class A1a Notes, the Class A1b Notes, the Class A2 Notes, the Class M Notes 
and the Class B Notes are together referred to as the "Notes". 
 
Terms used herein and not defined shall have the definition ascribed to it in 
the master definitions schedule (the "Master Definitions Schedule") dated 26 
February 2004 between, inter alios, the Issuer and Capita IRG Trustees Limited 
as the Trustee. 
 
On 13 October 2011, Fitch downgraded Lloyds TSB Bank plc's (i) long term rating 
to `A' from `AA-'; and (ii) short term rating to `F1' from `F1+' 
(the "Downgrade"). 
 
Lloyds TSB Bank plc is the Liquidity Facility Provider (the "Liquidity Facility 
Provider") for the Transaction. As a result of the Downgrade, the Issuer is 
obliged to make a Stand-by Drawing in an amount equal to the Available 
Commitment pursuant to the terms of the Liquidity Facility Agreement. Such 
Stand-by Drawing has already been made on 20 April 2009 as a result of an 
earlier downgrade of the Liquidity Facility Provider by Standard & Poor's. 
 
This Notice is given by the Issuer. 
 
29 November 2011 
 
 
 
 
 
END