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SOUTHERN PACIFIC SECURITIES 04-2 PLC: Notice of Adjourned Meetings of the Noteholders


SOUTHERN PACIFIC SECURITIES 04-2 PLC: Notice of Adjourned Meetings of the Noteholders SOUTHERN PACIFIC SECURITIES 04-2 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 5109165)                        
        NOTICE OF ADJOURNED MEETINGS OF THE HOLDERS (the "Noteholders")        
                                of those of the                                
       €5,000,000 Class C1a Mortgage Backed Floating Rate Notes due 2042      
                     (ISIN: XS0196615396 Common Code: 019661539)                  
                            (the "Class C1a Notes")                            
      £19,400,000 Class C1c Mortgage Backed Floating Rate Notes due 2042       
                  (ISIN: XS0196616360 Common Code: 019661636)                  
                            (the "Class C1c Notes")                            
       €5,000,000 Class D1a Mortgage Backed Floating Rate Notes due 2042      
                     (ISIN: XS0196616527 Common Code: 019661652)                  
                            (the "Class D1a Notes")                            
      £19,400,000 Class D1c Mortgage Backed Floating Rate Notes due 2042       
                  (ISIN: XS0196618069 Common Code: 019661806)                  
                            (the "Class D1c Notes")                            
        £7,000,000 Class E Mortgage Backed Floating Rate Notes due 2042        
                  (ISIN: XS0196618499 Common Code: 019661849)                  
                             (the "Class E 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 9
August 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 C1a Notes, the Class C1c Notes, the Class D1a Notes, the
Class D1c Notes or the Class E Notes, as the case may be, and accordingly this
Notice is convening separate meetings of the holders of the Notes of each
Class, details of which are contained herein.

In this Notice, the terms "Noteholder", "holder" or "holders" means a holder or
holders of Notes and/or beneficial interests in the Notes, as the context may
require.

The Trustee has not been involved in the formulation of the Proposal (further
outlined at Paragraph 2 below) and, in accordance with normal practice, the
Trustee expresses no opinion on the merits of the Proposal or the Extraordinary
Resolution (as defined herein) and no opinion on whether Noteholders would be
acting in their best interests voting for or against the Proposal or the
Extraordinary Resolution but on the basis of the information contained in this
Notice has authorised it to be stated that it has no objection to the
Extraordinary Resolution being submitted to Noteholders for their
consideration. The Trustee is not responsible for the accuracy, completeness,
validity or correctness of the statements made in this Notice or omissions
therefrom. Nothing in this Notice should be construed as a recommendation to
Noteholders from the Trustee to vote in favour of, or against, the Proposal or
the Extraordinary Resolution. The Trustee recommends that Noteholders take
their own independent professional advice on the merits and the consequences of
voting in favour of, or against, the Extraordinary Resolution and the Proposal.

No person has been authorised to make any recommendation on behalf of the
Issuer, the Trustee or the Principal Paying Agent as to whether or how the
Noteholders should vote pursuant to the Proposal. No person has been authorised
to give any information, or to make any representation in connection therewith,
other than those contained herein. If made or given, such recommendation or any
such information or representation must not be relied upon as having been
authorised by the Issuer, the Trustee or the Principal Paying Agent.

This Notice is issued and directed only to the Noteholders and no other person
shall, or is entitled to, rely or act on, or be able to rely or act on, its
contents.

Each person receiving this Notice must make its own analysis and investigation
regarding the Proposal and make its own voting decision, with particular
reference to its own investment objectives and experience, and any other
factors which may be relevant to it in connection with such voting decision. If
such person is in any doubt about any aspect of the Proposal and/or the action
it should take, it should consult its professional advisers.

Noteholders should refer to section 7 (VOTING AND QUORUM) of this Notice for
details concerning methods of voting in respect of the Extraordinary Resolution
and Proposal described in this Notice.

___

NOTICE IS HEREBY GIVEN to the Noteholders that, at respective Meetings of the
holders of the Class C1c Notes and the Class D1c Notes convened 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 Notice of
Meetings) was duly passed by the holders of the Class C1c Notes and the Class
D1c Notes.

NOTICE IS HEREBY ALSO GIVEN that the separate meetings of the holders of the
Class C1a Notes, Class D1a Notes and Class E Notes convened by the Issuer for
16 January 2013 by the Notice of Meetings were each adjourned through a lack of
quorum and that separate adjourned Meetings of the holders of the Class C1a
Notes, the Class D1a Notes and the Class E Notes convened by the the Issuer
will be held at the offices of Reed Smith LLP at The Broadgate Tower, 20
Primrose Street, London on 1 February 2013 at 10:00 a.m. (in respect of the
Class C1a Notes), at 10:05 a.m. (in respect of the Class D1a Notes) and at 10:
10 a.m. (in respect of the Class E Notes) (or, in each case, as soon after such
time as the previous Meeting convened by this Notice shall have been concluded
and in each case London time), for the purpose of considering and, if thought
fit, passing the resolution set out below which will be proposed at each
Meeting as an Extraordinary Resolution in accordance with the provisions of
Schedule 3 of the Trust Deed dated 9 August 2004 as amended, restated,
supplemented, modified or otherwise varied from time to time (the "Trust Deed")
constituting the Notes and made between the Issuer and Capita Trust Company
Limited (the "Trustee") as trustee for the Noteholders.

If within 15 minutes (or such longer period not exceeding 30 minutes as the
Chairman of the relevant adjourned Meeting may decide) after the time arranged
for each adjourned Meeting, a quorum is not present, the relevant adjourned
Meeting shall be dissolved by the Chairman (with the approval of the Trustee)
in accordance with the terms of the Trust Deed.

 1. BACKGROUND TO THE PROPOSED BARCLAYS RATINGS AMENDMENTs (GIC PROVIDER)
        1.1 Barclays Bank plc ("Barclays") acts as GIC Provider under Guaranteed
        Investment Contract made between, amongst others, the Issuer, the
        Trustee and Barclays and dated 9 August 2004.
       
    1.2 S&P downgraded the short-term rating of Barclays from A1+ to A1 on 29
        November 2011 (the "Barclays/S&P Downgrade") and Fitch downgraded the
        short-term rating of Barclays from F1+ to F1 on 15 December 2011 (the "
        Barclays/Fitch Downgrade" and, together with the Barclays/S&P
        Downgrade, the "Barclays Downgrades"). The Issuer received notification
        of the S&P Downgrade on 5 December 2011 (the "Barclays/S&P Notification
        ") and received notification of the Fitch Downgrade on 19 December 2011
        (the "Barclays/Fitch Notification"). As a result of the Barclays
        Downgrades, Barclays no longer has the minimum required rating required
        as GIC Provider under the Cash/Bond Administration Agreement.
       
    1.3 In accordance with clause 5.2(a) of the Cash/Bond Administration
        Agreement and following the Barclays Downgrades:

"the Issuer will, as soon as practicable but in any event within one month of such notice or such longer period as the Trustee may agree (having given notice thereof to the Rating Agencies), procure the transfer of the relevant Bank Account to another Authorised Institution approved in writing by the Trustee in respect of which such criteria are satisfied or, in the event that such criteria are not satisfied in respect of any Authorised Institution, to an Authorised Institution in respect of which the relevant criteria (in the opinion of each of the Rating Agencies, failing which the Trustee) are closest to being satisfied."


    1.4 In accordance with clause 1.4 of the Guaranteed Investment Contract:
    ""Qualifying Entity" means at any time a person:
    (a) which is an Authorised Institution at that time;
    (b) which is at that time a bank within the meaning of that term in section

840A of the Income and Corporation Taxes Act 1988 and is a bank for the purposes of

section 349 of that Act; and

(c) whose short term unsecured, unsubordinated and unguaranteed debt is at that time rated

at least A-1 + by S&P,at least Prime-1 by Moody's and at least F1+ by Fitch or, with the

consent of each of the Rating Agencies, at least the equivalent rating from another


        internationally recognised rating agency at any time."
    1.5 Since the Barclays/S&P Notification, the Cash/Bond Administrator on
        behalf of the Issuer has been in discussions with the only two banks
        which satisfied the minimum rating requirement at the time of the S&P
        Notification and could provide the necessary range of banking services
        (including direct debit services) for the transaction. The Issuer has
        been informed by the Cash/Bond Administrator that one of such banks has
        confirmed to the Cash/Bond Administrator that it is not willing to take
        on the role as GIC Provider (the "Barclays Roles") and the other has
        since been downgraded and no longer meets the minimum rating
        requirement to adopt the Barclays Roles.
       
    1.6 The one month period from the Barclays/S&P Downgrade for action to be
        taken expired on 29 December, and from the Fitch Downgrade expired on
        14 January 2012. Despite all best efforts, it has not been possible to
        find a replacement GIC Provider for the purposes of satisfying the
        minimum rating requirements of a Qualifying Entity in accordance with,
        amongst others, clause 5.2(a) of the Cash/Bond Administration
        Agreement, which are required as GIC Provider.
       
    1.7 As a result, it is not realistically possible to satisfy the
        requirements in paragraphs 1.3 and 1.4 above because there is no
        available GIC Provider approved in writing by the Trustee that meets
        the minimum rating requirements specified in the Cash/Bond
        Administration Agreement, and the definition of "Qualifying Entity" in
        the Guarantee Investment Contract, or otherwise is willing to perform
        any or all of the Barclays Roles.
       
    1.8 The Trustee was requested (in a letter to the Trustee dated 20 January
        2012) (the "Request Letter") to provide its opinion on which entity is
        "the Authorised Institution (in the opinion of the Trustee) that most
        closely meets the criteria to be a Qualifying Entity" to satisfy the
        requirement set out in the Transaction Documents.
       
    1.9 However, following the Request Letter and as a result of the
        communications with the Rating Agencies referred to in paragraph 4.4
        below, the Trustee confirmed in its letter dated 26 January 2012 (the "
        Trustee Letter") that the Trustee proposes to seek the formal sanction
        and approval of the Noteholders to amend the Fitch and S&P minimum
        required ratings in the Cash/Bond Administration Agreement, and the
        definition of "Qualifying Entity" in the Guranteed Invesment Contract
        which are required as GIC Provider.

2. BACKGROUND TO THE PROPOSED LLOYDS RATINGS AMENDMENTs (LIQUIDITY FACILITY


    PROVIDER)
        2.1 Lloyds TSB Bank plc ("Lloyds") acts as Liquidity Facility Provider
        under the Liquidity Facility Agreement. The terms of the Liquidity
        Facility Agreement require the institution acting as Liquidity Facility
        Provider to have a rating of at least A-1+ by S&P, P-1 by Moody's and
        F1 by Fitch in respect of the short-term unsecured, unsubordinated and
        unguaranteed debt or securities.
       
    2.2 Pursuant to an earlier downgrade of Lloyds by S&P (the "S&P Downgrade
        "), the Issuer already made a Standby Drawing on 20 April 2009 as the
        Liquidity Facility Provider was unable to arrange for a Substitute Bank
        within 60 days of receipt of notice of the S&P Downgrade and the Issuer
        was subsequently unable to replace the Liquidity Facility Provider
       
    2.3 In connection with the April 2009 Stand-by Drawing, Lloyds contacted
        the Issuer and Cash/Bond Administrator to request that the Trustee be
        requested to consent to the amendment of the S&P minimum required
        ratings in the Liquidity Facility Agreement, which are required as
        Liquidity Facility Provider under the Liquidity Facility Agreement and
        in order that the Issuer can repay the April 2009 Stand-by Drawing
        thereby avoiding the costs incurred in connection therewith.
       
    2.4 The Trustee confirmed to the Issuer and the Cash/Bond Administrator in
        the Trustee Letter that the Trustee proposes to seek formal sanction
        and approval of the Noteholders to amend the S&P minimum required
        ratings in the Liquidity Facility Agreement, which are required as
        Liquidity Facility Provider under the Liquidity Facility Agreement.

3. PROPOSAL


        3.1 It is therefore proposed that the transaction parties sign an amendment
        deed (the "Amendment Deed") in or substantially in the form presented
        to the Meetings (a copy of which is available for inspection by
        Noteholders from the date of this notice until the date of the
        Meetings) for the purpose of bringing the Bank Agreement, the
        Guaranteed Investment Contract and the Liquidity Facility Agreement,
        into line with current S&P and Fitch criteria in respect of the roles
        of GIC Provider and Liquidity Facility Provider.
       
    3.2 Broadly, the effect of the Amendment Deed is to reduce the minimum
        ratings requirements in respect of the GIC Provider and the Liquidity
        Facility Provider to enable Barclays and Lloyds to continue to perform
        their respective roles. In particular, the Amendment Deed will
        implement the following changes (as more specifically set out therein):
       
      3.2.1 The amendment of the minimum S&P rating and requirement in the Cash
            /Bond Administration Agreement and the Guaranteed Investment
            Contract) from "A-1+" to "A1" (the "Barclays/S&P Ratings Amendment
            ");
           
      3.2.2 The amendment of the minimum Fitch rating requirement in the Cash/
            Bond Administration Agreement and the Guaranteed Investment
            Contract) from "F1+" to "F1" (the "Barclays/Fitch Ratings Amendment
            ");
           

3.2.3 The amendment of the minimum S&P rating requirement in the Liquidity

Facility Agreement from "A-1+" to "A-1" (the "Lloyds Ratings Amendments");

(together, the "Proposal")


    3.3 The Trustee has not verified the impact or extent of any of the
        implementation of the Proposal on any of the Transaction Documents, the
        Notes or otherwise and the Noteholders should therefore undertake their
        own assessment of the Proposal

4. Rationale for the Barclays Ratings Amendments


        4.1 The Issuer is of the opinion (and the Cash/Bond Administrator has
        confirmed to the Issuer that it is of the opinion) that it is in the
        interests of all Noteholders that Barclays remains in the Barclays
        Roles for the following reasons:
       
    4.2 The downgrades have been applied to the vast majority of UK banks and,
        as such can be viewed as a re-rating rather than a downgrade of these
        institutions. Barclays has not been singularly downgraded beyond the
        rating of other UK banks and have had it confirmed by S&P that its view
        of Barclays remains unchanged.
       
    4.3 Should the Barclays Roles be transferred to another Authorised
        Institution (which would be rated equally to Barclays), there would be
        substantial costs incurred (related to, amongst other things, the
        preparation of new documentation) and the process of transferring the
        Barclays Roles would take a significant amount of time to complete,
        causing significant disruption to the Transaction.
       
    4.4 The Rating Agencies have provided the following comfort:
       
      4.4.1 Fitch has published a press release on 21 December 2011 (a copy of
            which is available for inspection by Noteholders) confirming that
            Barclays' current rating of F1 is generally eligible to support the
            ratings of the Notes and therefore Fitch does not intend to take
            any rating action in relation to the Fitch Downgrade; and
           
      4.4.2 S&P confirmed by email on 19 January 2012 that it would expect the
            triggers in the documents to be amended to reflect the current
            criteria, and that where replacement triggers are amended from A-1+
            to A-1/A (or where there is no short term rating, A+), then they
            would be able to confirm this change would not in and of itself
            lead to a change in the ratings of the Notes.

5. Rationale for the Lloyds Rating Amendments


        5.1 On 8 May 2007, S&P revised its rating criteria in a report titled
        `Reversed Factor For Applying Counterparty and Supporting Party
        Criteria'. This was subsequently updated for derivatives counterparties
        on 22 October 2008 in the Report titled `Methodology: Updated
        Counterparties Criteria for Derivatives: Eligibility of `A-2'
        Counterparties Removed in `AAA' Transactions' (together with `Criteria
        Report')
       
    5.2 In the Criteria Report, S&P set out revised rating criteria which it
        expects counterparties to meet.
       
    5.3 Lloyds continues to meet the current required S&P ratings criteria for
        liquidity facility providers in relation to term structured finance
        transactions.
       
    5.4 As a result of the April 2009 Stand-by Drawing, the Issuer is currently
        being charged the Applicable Rate, which is considerably higher than
        the Commitment Fee payable if the Stand-by Drawing had not been made,
        as demonstrated below:
       
      5.4.1 The Liquidity Facility Agreement provides that the Commitment Fee
            payable by the Issuer on the undrawn Available Commitment is 0.45
            per cent. per annum which together with all other costs, results in
            aggregate undrawn charges of approximately £226,487.80 per annum
            (which is an approximate calculation by Lloyds in its capacity as
            Liquidity Facility Provider, but has not been verified by the
            Trustee, the Cash/Bond Administrator or the Issuer).
           
      5.4.2 The Liquidity Facility Agreement provides that the rate of interest
            applicable to the Stand-by Drawing is the aggregate of the
            Applicable Rate (this is specified in the Liquidity Facility
            Agreement as Note Sterling LIBOR (which is 1.91 per cent.) plus
            0.45 per cent. per annum) plus the Associated Costs Rate. At the
            current rates, the sum of the Applicable Rate plus the Associated
            Costs Rate and all other costs amounts to approximately £
            1,037,617.35 per annum (which is an approximate calculation by
            Lloyds in its capacity as Liquidity Facility Provider, but has not
            been verified by the Trustee, the Cash/Bond Administrator or the
            Issuer).
           
    5.5 Therefore, based on the information above, if the Issuer was not
        required to make a Stand-by Drawing as a result of implementing the
        Lloyds Ratings Amendments, it would mean the annual amount available to
        pay interest on the Notes would be increased by approximately £
        811,129.55.

6. Noteholder approval


        6.1 An Extraordinary Resolution of each and every Class of Notes approving
        the Amendment Deed, and the proposed amendments and waivers described
        in this Notice, is required to provide the Trustee with the authority
        to make those amendments and waivers in accordance with Condition 11 of
        the Notes. Therefore, the Issuer is calling separate Meetings for the
        holders of each Class of Notes proposing the same Extraordinary
        Resolution to the Noteholders for each Class of Notes.
       
    6.2 The Issuer has accordingly convened the Meetings of Noteholders by this
        Notice to request Noteholders' approval by Extraordinary Resolution of
        the matters described in this Notice. An Extraordinary Resolution
        passed by holders of a particular Class of Notes will not take effect
        unless and until the corresponding Extraordinary Resolution has been
        passed by holders of each other Class of Notes.

7. EXTRAORDINARY RESOLUTION

THE EXTRAORDINARY RESOLUTION to be proposed at each Meeting is in the following terms:

"THAT THIS MEETING of the holders (the "Noteholders") of the Class C1a Notes, the Class D1a and the Class E Notes (the "Notes") of Southern Pacific Securities 04-2 PLC (the "Issuer") presently outstanding, which are constituted by a Trust Deed dated 9 August 2004 between the Issuer and Capita Trust Company Limited (the "Trustee"), as amended, restated and/or modified from time to time (the "Trust Deed"), by Extraordinary Resolution (as defined in the Trust Deed) (this "Extraordinary Resolution") HEREBY:


    7.1 RESOLVES AND ASSENTS to and sanctions (and authorises, directs,
        requests and empowers the Issuer and the Trustee to consent to) the
        amendments and modifications to Clause 5.2(a) of the Cash/Bond
        Administration Agreement and Clause 1.4 of the Guaranteed Investment
        Contract, as proposed by the Issuer and as specified in an Amendment
        Deed in, or substantially in, the form produced to this Meeting signed
        for the purposes of identification by the Chairman (with such changes
        as the Trustee shall deem necessary or appropriate) (the "Amendment
        Deed") between amongst others, the Issuer, the Trustee, Barclays Bank
        plc ("Barclays") in its role as GIC Provider and Lloyds TSB Bank plc ("
        Lloyds") in its role as Liquidity Facility Provider;
       
    7.2 RESOLVES AND ASSENTS to and sanctions (and authorises, directs,
        requests and empowers the Issuer and the Trustee to consent to) the
        amendments and modifications to the Liquidity Facility Agreement as
        proposed by the Issuer and as specified in an Amendment Deed in, or
        substantially in, the form produced to this Meeting signed for the
        purposes of identification by the Chairman (with such changes as the
        Trustee shall deem necessary or appropriate) (the "Amendment Deed")
        between amongst others, the Issuer, the Trustee, Barclays Bank plc ("
        Barclays") in its roles as GIC Provider and Lloyds TSB Bank plc ("
        Lloyds") in its role as Liquidity Facility Provider;
       
    7.3 Authorises, directs, requests and empowers the Trustee to execute the
        Amendment Deed in order to give effect to the amendments and
        modifications contained in the Amendment Deed;
       
    7.4 Resolves to, and hereby, waives and directs, requests, empowers and
        authorises the Trustee to waive any breach of the terms of the
        liquidity facility agreement dated 9 August 2004 entered into between
        the Issuer, the Trustee and Barclays Bank PLC as the liquidity facility
        provider and subsequently novated on 9 August 2007 to Lloyds (referred
        to herein as the Liquidity Facility Provider) and further amended by a
        master deed of amendment dated 28 November 2007 and made between, inter
        alios, the Issuer, the Trustee and the Liquidity Facility Provider (the
        "Liquidity Facility Agreement") that has occurred as a result of the S&
        P downgrade of Lloyds short term rating from A-1+ to A-1;
       
    7.5 Resolves to, and hereby, waives and directs, requests, empowers and
        authorises the Trustee to waive any breach of the terms of the Trustee
        (the "Bank Agreement"), the Guaranteed Investment Contract dated 9
        August 2004 and made between, amongst others, Barclays (as GIC
        Provider), the Issuer, the Cash/Bond Administrator and the Trustee (the
        "Guaranteed Investment Contract") and the Cash/Bond Administration
        Agreement dated 21 February 2006 and made between, amongst others, the
        Issuer, the Cash/Bond Administrator and the Trustee (the "Cash/Bond
        Administration Agreement") that has occurred as a result of the
        downgrade by S&P of Barclays' short term rating to "A-1" from "A-1+"
        (the "Barclays/S&P Downgrade") and the downgrade by Fitch of Barclays
        short-term rating to "F1" from "F1+" (the "Barclays/Fitch Downgrade")
        and, in each case, declares that any Potential Event of Default arising
        as a result of the Barclays/S&P Downgrade and/or the Barclays/Fitch
        Downgrade shall not be treated as such for the purposes of the Trust
        Deed;
       
    7.6 Sanctions any and every modification, abrogation, variation or
        compromise of the covenants or provisions of the Trust Deed, the
        Conditions, the Notes or any other Transaction Documents involved or
        affected by the implementation of this Extraordinary Resolution;
       
    7.7 Authorises and requests the Trustee to concur in and execute and do all
        such deeds, instruments, documents, acts and things as may, in the
        opinion of the Trustee, be necessary or expedient to carry out and give
        full effect to this Extraordinary Resolution and the execution and
        delivery of the Amendment Deed; and
       
    7.8 Discharges and exonerates the Trustee from any and all liability for
        which it has become or may become responsible for under the Trust Deed,
        the Notes, the Conditions or any other Transaction Document in respect
        of any act or omission in connection with this Extraordinary Resolution
        or the Amendment Deed or the implementation thereof and declares that
        the Trustee shall have no liability to Noteholders for its acts or
        omissions in furtherance of this Extraordinary Resolution"

8. AVAILABLE DOCUMENTS


     8.1  Copies of:
       
      8.1.1  the Trust Deed, including Schedule 3 (Provisions for Meetings of
             Noteholders);
           
      8.1.2  the Master Definitions Schedule;
           
      8.1.3  the Terms and Conditions of the Notes;
           
      8.1.4  the Bank Agreement;
           
      8.1.5  the Guaranteed Investment Contract;
           
      8.1.6  the Cash/Bond Administration Agreement;
           
      8.1.7  the Liquidity Facility Agreement;
           
      8.1.8  the draft Amendment Deed;
           
      8.1.9  the S&P and Fitch Rating Confirmations/Press releases; and
           
      8.1.10 the Offering Circular.

are available for inspection by Noteholders at any time during normal business hours on any Business Day from the date of this notice up to, and including, the date of the relevant Meeting at the address for The Bank of New York Mellon, London Branch the "Principal Paying Agent") as set out at the end of this Notice.


    8.2 The attention of Noteholders is particularly drawn to the quorum
        required for each Meeting and for an adjourned Meeting which is set out
        in paragraph 9 ("Voting and Quorum") below.

9. VOTING AND QUORUM

IMPORTANT: The [Class C1a Notes /the Class D1a Notes/the Class E Notes] are currently represented by global notes in registered form (the "Global Notes"). These global notes are either (i) deposited with a common depository for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg", together with Euroclear, the "Clearing Systems" and each a "Clearing System") or (ii) deposited with The Bank of New York Mellon, London Branch as custodian for The Depository Trust Company ("DTC") and registered in the name of DTC or its nominee.

The full provisions governing the convening and holding of the Meetings are set out in Schedule 3 (Provisions for Meetings of Noteholders) (the "Meeting Schedule") to the Trust Deed.

9.1 For Notes held through Euroclear or Clearstream, Luxembourg:

This paragraph 9.1 (For Notes held through Euroclear or Clearstream, Luxembourg:) only applies to Notes held through Euroclear or Clearstream, Luxembourg.

For the purposes of Notes held through the Clearing Systems, a "Noteholder" shall mean each person who is for the time being shown in the records of a Clearing System as the holder of a particular principal amount of the Notes. Each person who is the beneficial owner (a "Beneficial Owner") of a particular principal amount of the Notes through a Noteholder should note that such person is not considered to be a Noteholder for the purposes of Notes held through the Clearing Systems and will only be entitled to attend and vote at an adjourned Meeting or to appoint a proxy to do so by instructing the relevant Noteholder to follow the procedures set out below.

A Noteholder wishing to attend an adjourned Meeting in person must produce at the relevant adjourned Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at an adjourned Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear) instructing a Paying Agent to appoint a proxy to attend and vote at the relevant adjourned Meeting in accordance with his instructions.

A Noteholder must request the relevant Clearing System to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the relevant adjourned Meeting in order to obtain voting certificates or give voting instructions in respect of the relevant adjourned Meeting. Notes so blocked will not be released until the earlier of:


    (a) the conclusion of the relevant adjourned Meeting; and
    (b)

(i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of

such voting certificate(s) and notification by the relevant Paying Agent to the

relevant Clearing System of such surrender or the compliance in such other

manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time

for which the relevant adjourned Meeting is convened, the notification in

writing of any revocation of a Noteholder's previous instructions to the

Paying Agent and the same then being notified in writing by the Paying

Agent to the Issuer at least 24 hours before the time appointed for holding

the relevant adjourned Meeting and such Notes ceasing in accordance with

the procedures of the relevant Clearing System and with the agreement of

such Paying Agent to be held to its order or under its control.

Noteholders should note that the Clearing Systems may have earlier deadlines than those specified above. Beneficial Owners should contact the Noteholder through which they hold their Notes to arrange for such Noteholder to request a voting certificate or give voting instructions on their behalf. Beneficial Owners should note that Noteholders may have deadlines earlier than those specified above.

9.2 For Notes held through DTC:

This paragraph 9.2 (For Notes held through DTC:) only applies to Notes held through DTC.

For the purposes of Notes held through DTC, each direct participant in DTC holding a principal amount of the Notes, as reflected in the records of DTC, as at the close of business in New York on 17 January 2013 (the "Record Date") will be considered to be a Noteholder upon DTC granting an omnibus proxy authorising DTC direct participants to vote at the relevant adjourned Meeting (by delivering a form of proxy).

The Record Date has been fixed as the date for the determination of Noteholders entitled to vote at the relevant adjourned Meetings. The delivery of a form of proxy, as defined and described below, will not affect a Noteholder's right to sell or transfer any Notes, and a sale or transfer of any Notes after the Record Date will not have the effect of revoking any form of proxy properly delivered by a Noteholder. Therefore, each properly delivered form of proxy will remain valid notwithstanding any sale or transfer of any Notes to which such form of proxy relates.

A DTC direct participant, duly authorised by an omnibus proxy from DTC, may, by an instrument in writing in the English language (a "form of proxy") in the form available from the office of the Principal Paying Agent specified below signed by such DTC direct participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Principal Paying Agent no later than 48 hours before the time fixed for the relevant adjourned Meeting, appoint any person (a "proxy") to act on his or its behalf in connection with any adjourned Meeting.

A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant adjourned Meeting to be the holder of the Notes to which such appointment relates and the relevant Noteholder shall be deemed for such purposes not to be the holder.

Only Noteholders (i.e. DTC direct participants) may deliver a form of proxy. A beneficial owner of an interest in Notes held through a DTC direct participant must direct such DTC direct participant to deliver a form of proxy on its behalf.

Any DTC direct participant who intends to deliver one or more properly completed forms of proxy should deliver the same by registered mail, hand delivery, overnight courier or by e-mail or facsimile (with an original delivered subsequently) to the Principal Paying Agent at its address, e-mail address or facsimile number set forth below. Such forms of proxy must be received by the Principal Paying Agent no later than 48 hours before the time fixed for the relevant adjourned Meeting.

The registered ownership of a Note as of the Record Date shall be proved by the Registrar. The ownership of Notes held through DTC by DTC direct participants shall be established by a DTC security position listing provided by DTC as of the Record Date.

9.3 General provisions relating to the Adjourned Meetings:

9.3.1 The quorum required at each adjourned Meeting is one or more persons

present holding notes in definitive form or voting certificates or being

proxies or representatives (whatever the aggregate Sterling Equivalent

Principal Amount Outstanding of the Notes so held or represented by them).

9.3.2 Every question submitted to each adjourned Meeting will be decided on a

show of hands unless a poll is duly demanded by the Chairman of the

adjourned Meeting, the Issuer, the Trustee or by any person present holding

a voting certificate or being a proxy (whatever the principal amount of

Notes of the relevant Class or number of Residual Certificates so

represented by him). On a show of hands every person who is present in

person and produces a voting certificate or is a proxy shall have one vote.

On a poll every person who is so present in person and produces a voting

certificate or is a proxy shall have one vote in respect of each £1.00 in

principal amount of the Notes so produced in definitive form or represented

by the voting certificate so produced or in respect of which he is proxy or

representative or in respect of which (being in definitive form) he is

holder.

9.3.3 To be passed, the Extraordinary Resolution requires a majority in favour


          consisting of not less than three-fourths of the votes cast.
        9.3.4 Noteholders who hold their notes through the Clearing Systems should

contact the relevant Clearing System with any questions and requests for

assistance in relation to the voting process (including the blocking of

Notes).

Noteholders who hold their notes through an intermediary should contact such intermediary with any questions and requests for assistance in relation to the voting process.

9.4 Governing Law

The terms of this Notice shall be governed by and construed in accordance with English law.

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: +44 20 7964 4958                          
    Fax: +44 20 7964 2536 (for the attention of Debt Restructuring Services    
                    E-mail: debtrestructuring@bnymellon.com                    
                                    Issuer                                     
                     Southern Pacific Securities 04-2 PLC                      
                                   4th Floor                                   
                                40 Dukes Place                                 
                                London EC3A 7NH                                
                          Telephone: +44 203 367 8200                          
                             Fax: +44 203 170 0246                             
                   E-mail: spvservices@capitafiduciary.co.uk                   

11

EME_ACTIVE-556279314.3-GHUI 02/23/1970 5:32 1/P101/22/2013 5:08 PM



END

-0- Jan/23/2013 10:07 GMT

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