SOUTHERN PACIFIC FINANCING 04-A PLC - Notice to Holders of Mortgage Backed Floating Rate Notes

        






SOUTHERN PACIFIC FINANCING 04-A PLC - Notice to Holders of Mortgage Backed Floating Rate Notes

              SOUTHERN PACIFIC FINANCING 04-A 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 5018816)                        

                   NOTICE TO THE HOLDERS (the "Noteholders")                   

                                of those of the                                

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

                  (ISIN: XS0190203124 Common Code: 019020312)                  

    (with Detachable A Coupons (ISIN: XS0190204106 Common Code: 019020410)     

                             (The "Class A Notes")                             

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

                  (ISIN: XS0190204445 Common Code: 019020444)                  

                             (The "Class B Notes")                             

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

                  (ISIN: XS0190205178 Common Code: 019020517)                  

                             (The "Class C Notes")                             

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

                  (ISIN: XS0190205681 Common Code: 019020568)                  

                             (The "Class D Notes")                             

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

                  (ISIN: XS0190206143 Common Code: 019020614)                  

                             (The "Class E Notes")                             

                     together referred to as the "Notes".                      

                      of the Issuer presently outstanding                      

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 28 April 2004 between, amongst others, the Issuer and Capita IRG Trustees Limited "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 A Notes, the Class B Notes, the Class C Notes, the Class D 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 at the separate adjourned meetings of the holders of the Class B Notes and the Class C Notes, convened by the Issuer for 1 February 2013 by the Notice of Adjourned Meetings, the holders of the Class B Notes and the Class C Notes have duly passed the Extraordinary Resolution (as set out in the Notice of Meetings and the Notice of Adjourned Meetings).

NOTICE IS ALSO HEREBY GIVEN that the separate adjourned meeting of the holders of the Class E Notes convened by the Issuer for 1 February 2013 by the Notice of Adjourned Meetings was inquorate and dissolved in accordance with the 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 Financing 04-A PLC                      

                                   4th Floor                                   

                                40 Dukes Place                                 

                                London EC3A 7NH                                

                          Telephone: [phone]                          

                             Fax: [phone]                             

                   E-mail: [e-mail]                   

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EME_ACTIVE-556376588.1-GHUI 02/23/1970 4:16 1/P102/05/2013 11:31 AM

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