SOUTHERN PACIFIC SECURITIES 04-1 PLC - Notice To The Noteholders

        






SOUTHERN PACIFIC SECURITIES 04-1 PLC - Notice To The Noteholders

              SOUTHERN PACIFIC SECURITIES 04-1 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 4930716)                        

                   NOTICE TO THE HOLDERS (the "Noteholders")                   
                                of those of the                                

      £177,700,000 Class A2 Mortgage Backed Floating Rate Notes due 2042       
                             (ISIN: XS0186713797)                              
                             (the"Class A2 Notes")                             
       £31,500,000 Class M Mortgage Backed Floating Rate Notes due 2042        
                      (ISIN: XS0186714506, US84359TAB35)                       
                             (the"Class M Notes")                              
        £6,000,000 Class B Mortgage Backed Floating Rate Notes due 2042        
                             (ISIN: XS0186715222)                              
                             (the"Class B 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 26 February 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 A2 Notes, the Class M Notes or the Class B Notes, as the case may be.

NOTICE IS HEREBY GIVEN to the Noteholders that, at the resepctive Meetings of the holders of the Notes, convened by the Issuer by the Notice to Noteholders dated 18 December 2012 (the "Notice of Meetings") and held on 16 January 2013, the Extraordinary Resolution (as set out in the Notices

of Meetings) was duly passed by the holders of each Class of Notes.

This notice is given by the Issuer

18 January 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 04-1 PLC                      
                                   4th Floor                                   
                                40 Dukes Place                                 
                                London EC3A 7NH                                
                          Telephone: [phone]                          
                             Fax: [phone]                             
                   E-mail: [e-mail]

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