SOUTHERN PACIFIC FINANCING 04-A PLC - Notice of results of the meetings

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 ADVICE IMMEDIATELY FROM THEIR OWN PROFESSIONAL
                                   ADVISERS.

                       NOTICE OF RESULTS OF THE MEETINGS

         In respect of a meeting (the "First Meeting") of the holders
                      (the "Class A Noteholders") of the:

       £305,200,000 Class A Mortgage Backed Floating Rate Notes due 2042

                              ISIN: XS0190203124

                             (the "Class A Notes")

         In respect of a meeting (the "Second Meeting") of the holders

                      (the "Class B Noteholders") of the:

       £21,000,000 Class B Mortgage Backed Floating Rate Notes due 2042

                              ISIN: XS0190204445

                             (the "Class B Notes")

         In respect of a meeting (the "Third Meeting") of the holders

                      (the "Class C Noteholders") of the:

       £11,550,000 Class C Mortgage Backed Floating Rate Notes due 2042

                              ISIN: XS0190205178

                             (the "Class C Notes")

         In respect of a meeting (the "Fourth Meeting") of the holders

                      (the "Class D Noteholders") of the:

        £8,750,000 Class D Mortgage Backed Floating Rate Notes due 2042

                              ISIN: XS0190205681

                             (the "Class D Notes")

         In respect of a meeting (the "Fifth Meeting") of the holders

                      (the "Class E Noteholders") of the:

        £3,500,000 Class E Mortgage Backed Floating Rate Notes due 2042

                              ISIN: XS0190206143

                             (the "Class E Notes")

                                   issued by

                      SOUTHERN PACIFIC FINANCING 04-A PLC

                                (the "Issuer")

                           on or about 28 April 2004

The Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the
Class D Noteholders and the Class E Noteholders are together referred to as the
"Noteholders" and the Class A Notes, the Class B Notes, the Class C Notes, the
Class D Notes and the Class E Notes are together referred to as the "Notes".

Capitalised terms used but not otherwise defined in this notice shall have the
meanings ascribed to them in a consent solicitation memorandum issued by the
Issuer on 24 October 2014 (the "Consent Solicitation Memorandum").

The First Meeting, the Second Meeting, the Third Meeting, the Fourth Meeting
and the Fifth Meeting of the Noteholders were each convened by the Issuer and
held on 19 November 2014 (the "Meetings") to consider (a) the First
Extraordinary Resolution to approve the amendment of the Liquidity Facility
Agreement to allow for a reduction in the size of the Commitment; and (b) the
Second Extraordinary Resolution to approve the amendment of the ratings
required of the Liquidity Facility Provider pursuant to the Liquidity Facility
Agreement, each as more specifically described in the Consent Solicitation
Memorandum.

NOTICE IS HEREBY GIVEN to the Noteholders that, at the First Meeting, the
Second Meeting, the Third Meeting, the Fourth Meeting and the Fifth Meeting,
the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the
Class D Noteholders and the Class E Noteholders respectively passed each of the
Extraordinary Resolutions proposed.

Queries may be addressed to the Issuer as follows:

                      SOUTHERN PACIFIC FINANCING 04-A PLC

                                   4th Floor

                                40 Dukes Place

                                London EC3A 7NH

                         Attention:     the Directors

                          Telephone: [phone]

                             Fax: [phone]

                   e-mail: [e-mail]

                  Ref:    SOUTHERN PACIFIC FINANCING 04-A PLC

This Notice is given by the Issuer.

Dated 24 November 2014

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