AA Bond Co Limited

NOT FOR GENERAL DISTRIBUTIONIN THE UNITED STATES

AA Bond Co Limited(a public limited company incorporated in Jersey with registered no. 112992)

5,000,000,000Multicurrency Programme for the Issuance of Class A Notes

AA Bond Co Limited (the Issuer) has authorised the establishment of a multicurrency programme for theissuance of a single class of Class A Notes designated as the Class A Notes (the Programme). There is no provision underthe Programme for the issuance of other classes of notes.

This Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competentauthority under EU Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to theextent that such amendments have been implemented in the Relevant Member State) (the Prospectus Directive). TheCentral Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to theProspectus Directive. Such approval relates only to the Class A Notes which are to be admitted to trading on a regulatedmarket for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of theEuropean Economic Area. Application will be made to the Irish Stock Exchange (the Irish Stock Exchange) for certainClass A Notes issued under the Programme within 12 months of the date of this Base Prospectus to be admitted to the officiallist (the Official List) and trading on its regulated market (the Main Securities Market).

The Programme provides that the Class A Notes may be listed on such other or further stock exchange(s) as may beagreed between the Issuer and the relevant Dealer (as defined below). The Issuer may also issue unlisted Class A Notes.

The Class A Notes may be issued, on a continuing basis, to one or more of the Dealers specified under OverviewKey Characteristics of the ProgrammeDealers and any additional Dealer appointed under the Programme from time totime by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on anongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Class A Notesbeing (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by morethan one Dealer, be to all Dealers agreeing to subscribe for such Class A Notes or to procure subscriptions for such Class ANotes, as the case may be.

The Class A Notes issued under the Programme have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of anystate or other jurisdiction of the United States and are being offered and sold, (A) to qualified institutional buyers(QIBs) as defined in Rule 144A under the Securities Act (Rule 144A) in reliance upon the exemption provided bySection 4(2) of the Securities Act and (B) outside the United States to certain persons in reliance upon Regulation Sunder the Securities Act (Regulation S). Prospective purchasers are hereby notified that the seller of the Class ANotes may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.Each purchaser of the Class A Notes in making its purchase will be deemed to have made certain acknowledgements,representations and agreements (see Subscription and Sale in this Base Prospectus).

See Risk Factors to read about certain factors that prospective investors should consider before buying anyof the Class A Notes.

Deutsche BankGlobal Coordinator

The Royal Bank of ScotlandGlobal Coordinator and Arranger

BarclaysBookrunner

Dealers

Barclays BofA Merrill LynchDeutsche Bank HSBCLloyds Bank Mitsubishi UFJ Securities

RBC Capital Markets The Royal Bank of ScotlandUBS Investment Bank

Base Prospectus dated 24 June 2013

In this Base Prospectus, the terms we, our, us, the Company, the Automobile Association or the AAwith respect to our historical results of operation refer to AA Limited and its subsidiaries as a whole or to any one or more ofits subsidiaries.

Under the Programme, the Issuer may, subject to all applicable legal and regulatory requirements, from time to timeissue Class A Notes in bearer or registered form (respectively Class A Bearer Notes and Class A Registered Notes).Copies of the final terms for each Sub-Class of Class A Notes (the Final Terms) will be available (in the case of all Class ANotes) from the specified office set out below of Deutsche Trustee Company Limited as Class A note trustee (the Class ANote Trustee), (in the case of Class A Bearer Notes) from the specified office set out below of each of the Class A PayingAgents and (in the case of Class A Registered Notes) from the specified office set out below of each of the Class A Registrarand the Class A Transfer Agent.

Class A Notes issued under the Programme shall comprise a single class (the Class A Notes). Class A Notes willbe issued in tranches on each Issue Date. The Class A Notes may comprise one or more sub-classes (each a Sub-Class)with each Sub-Class pertaining to, among other things, the currency, interest rate and maturity date of the relevant Sub-Class.Each Sub-Class may be fixed rate or floating rate and may be denominated in sterling, euro or U.S. dollars (or in othercurrencies subject to compliance with applicable laws).

The maximum aggregate nominal amount of all Class A Notes from time to time outstanding under the Programmewill not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described in this Base Prospectus) unlessincreased from time to time by the Issuer.

Details of the aggregate principal amount, interest (if any) payable, the issue price and any other conditions notcontained in this Base Prospectus, which are applicable to each Sub-Class of Class A Notes will be set forth in a set of FinalTerms, or in a separate prospectus specific to such Sub-Class (a Drawdown Prospectus), see Final Terms and DrawdownProspectuses below. In the case of Class A Notes to be admitted to the Official List, the Final Terms will be delivered to theCentral Bank on or before the relevant date of issue of the Class A Notes of such Sub-Class.

Ratings ascribed to all of the Class A Notes reflect only the views of Standard and Poors Credit Market ServicesEurope Limited, a division of The McGraw Hill Companies (S&P) (the Rating Agency) and any further or replacementrating agency appointed by the Issuer. A credit rating is not a recommendation to buy, sell or hold securities and may besubject to revision, suspension or withdrawal at any time by the Rating Agency. A suspension, reduction or withdrawal of therating assigned to any of the Class A Notes may adversely affect the market price of such Class A Notes.

S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended (theCRA Regulation).

If any withholding or deduction for or on account of Tax is applicable to the Class A Notes, payments on theClass A Notes will be made subject to such withholding or deduction, without the Issuer being obliged to pay any additionalamounts in consequence.

In the case of Class A Notes which are to be admitted to trading on a regulated market within the EuropeanEconomic Area or offered to the public in a member state of the European Economic Area in circumstances which require thepublication of a prospectus under the Prospectus Directive, the minimum specified denomination shall be EUR 100,000 or notless than the equivalent of EUR 100,000 in any other currency as at the date of issue of such Class A Notes.

If specified under the relevant Final Terms or relevant Drawdown Prospectus, Class A Notes that are Class ABearer Notes may be represented initially by one or more temporary global Class A Notes (each a Temporary Class AGlobal Note) (which may be held either in new global note form or classic global note form), without interest coupons orprincipal receipts, which will be deposited with a Common Depositary (in the case of Temporary Class A Global Notes inclassic global note form) or a Common Safekeeper (in the case of Temporary Class A Global Notes in new global note form)for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, socit anonyme (Clearstream, Luxembourg) on orabout the Issue Date of such Sub-Class. Each such Temporary Class A Global Note will be exchangeable for a permanentglobal note (each a Permanent Class A Global Note) or definitive Class A Notes in bearer form as specified in therelevant Final Terms or relevant Drawdown Prospectus following the expiration of 40 days after the later of thecommencement of the offering and the relevant Issue Date, upon certification as to non-U.S. beneficial ownership and as maybe required by U.S. tax laws and regulations, as described in the section Forms of the Class A Notes. Class A Bearer Notesare subject to U.S. tax law requirements. Subject to certain exceptions, the Class A Bearer Notes may not be offered, sold ordelivered within the United States or to United States persons.

If specified under the relevant Final Terms or relevant Drawdown Prospectus, Class A Registered Notes that areinitially offered and sold in reliance on Regulation S will be represented on issue by beneficial interests in one or more globalnotes (each a Class A Regulation S Global Note), in fully registered form, without interest coupons or principal receiptsattached, which will be deposited with, and registered in the name of, a Common Depositary (where not held under the NewSafekeeping Structure) or a Common Safekeeper (where held under the New Safekeeping Structure) for Euroclear and

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Clearstream, Luxembourg. Class A Registered Notes that are initially offered and sold in reliance on Rule 144A will berepresented on issue by beneficial interests in one or more global certificates (each a Class A Rule 144A Global Note and,together with the Class A Regulation S Global Notes, the Class A Registered Global Notes), in fully registered form,without interest coupons or principal receipts attached, which will either be (i) deposited with, and registered in the name of, aCommon Depositary (where not held under the New Safekeeping Structure) or a Common Safekeeper (where held under theNew Safekeeping Structure) for Euroclear and Clearstream, Luxembourg or (ii) will be deposited with a custodian for, andregistered in the name of Cede & Co. as nominee for, The Depository Trust Company (DTC). Ownership interests in theClass A Registered Global Notes will be shown on, and transfers thereof will only be effected through, records maintained byDTC, Euroclear and Clearstream, Luxembourg and their respective participants. Class A Notes in definitive, certificated andfully registered form will be issued only in the limited circumstances described in this Base Prospectus. In each case,purchasers and transferees of Class A Notes will be deemed to have made certain representations and agreements. SeeSubscription and Sale and Transfer Restrictions below.

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IMPORTANT NOTICES

This Base Prospectus is being distributed only to, and is directed only at, persons who (i) are outside the UK or(ii) are persons who have professional experience in matters relating to investments falling within Article 19(1) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) are high net worth entities,and other persons to whom it may lawfully be communicated, falling within Article 49(1) of the Order (all such personstogether being referred to as relevant persons). Neither this Base Prospectus, nor any of its contents, may be acted upon orrelied upon by persons who are not relevant persons. Any investment or investment activity to which this Base Prospectusrelates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire suchinvestments will be engaged in only with, relevant persons.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Class A Note shall in anycircumstances imply that the information contained in this Base Prospectus concerning the Issuer or the Obligors at any timesubsequent to the date hereof or that any other information supplied in connection with the Programme is correct or that therehas been no adverse change in the financial position of the Issuer or the Obligors as of any time subsequent to the dateindicated in the document containing such information. None of the Arranger, the Global Coordinators, the Bookrunner, theDealers, the Class A Note Trustee, the Obligor Security Trustee, the Issuer Security Trustee, any of the Hedge Counterparties,any of the OCB Secured Hedge Counterparties, the Original STF Lenders, the Original WC Lenders, the Class A Agents, theLiquidity Facility Providers, the Issuer Account Bank or the Borrower Account Bank undertakes to review the financialcondition or affairs of any of the Issuer and the Obligors during the life of the Programme or the life of the arrangementscontemplated by this Base Prospectus or to advise any investor or potential investor in the Class A Notes of any informationcoming to their attention.

This Base Prospectus is not intended to provide the basis of any credit or other evaluation and should not beconsidered as a recommendation by the Issuer, any member of the Holdco Group, the Arranger, the Global Coordinators, theBookrunner, the Dealers, the Class A Note Trustee, the Issuer Security Trustee or the Obligor Security Trustee that anyrecipient of this Base Prospectus should purchase any of the Class A Notes issued under the Programme. Save for the Issuerno other party has separately verified the information contained in this Base Prospectus. Accordingly, no representation,warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Arranger, theGlobal Coordinators, the Dealers, the Bookrunner, the Class A Note Trustee, the Issuer Security Trustee, the Obligor SecurityTrustee, any of the Hedge Counterparties, any of the OCB Secured Hedge Counterparties, the Original STF Parties, theOriginal WC Parties, the Class A Agents, the Liquidity Facility Providers, the Issuer Account Bank or the Borrower AccountBank as to the accuracy or completeness of the information contained in this Base Prospectus or any other informationsupplied in connection with the Class A Notes or their distribution. The statements made in this paragraph are withoutprejudice to the responsibilities of the Issuer. Each person receiving this Base Prospectus acknowledges that such person hasnot relied on the Arranger, the Global Coordinators, the Dealers, the Bookrunner, the Class A Note Trustee, the IssuerSecurity Trustee, the Obligor Security Trustee, any of the Hedge Counterparties, any of the OCB Secured HedgeCounterparties, the Original STF Parties, the Original WC Parties, the Agents, the Liquidity Facility Providers, the IssuerAccount Bank or the Borrower Account Bank to review the financial condition or affairs of any of the Issuer or the Obligors,nor on any person affiliated with any of them in connection with its investigation of the accuracy of such information or itsinvestment decision.

The distribution of this Base Prospectus and the offering, sale or delivery of the Class A Notes in certainjurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer,the Arranger, the Global Coordinators, the Bookrunner, the Dealers to inform themselves about and to observe any suchrestrictions. This Base Prospectus does not constitute, and may not be used for the purposes of, an offer to or solicitation byany person to subscribe or purchase any Class A Notes in any jurisdiction or in any circumstances in which such an offer orsolicitation is not authorised or is unlawful.

The Class A Notes are being offered and sold outside the United States to non-U.S. persons in reliance onRegulation S and within the United States to Qualified Institutional Buyers (the QIBs) in reliance on Rule 144A underthe Securities Act (Rule 144A). Prospective purchasers are hereby notified that sellers of the Class A Notes may be relyingon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these andcertain further restrictions see Subscription and Sale.

The Class A Notes have not been approved or disapproved by the United States Securities and ExchangeCommission or any other securities commission or other regulatory authority in the United States, nor have the foregoingauthorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the information containedin this Base Prospectus. Any representation to the contrary is unlawful.

This Base Prospectus may be distributed on a confidential basis in the United States only to QIBs solely inconnection with the consideration of the purchase of the Class A Notes being offered hereby. Its use for any other purpose inthe United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any ofits contents disclosed to anyone other than the prospective investors to whom it is originally submitted.

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Class A Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt fromthe registration requirements under the Securities Act. Each U.S. purchaser of Class A Registered Notes is hereby notified thatthe offer and sale of any Class A Registered Notes to it may be made in reliance upon the exemption from the registrationrequirements of the Securities Act provided by Rule 144A.

Each purchaser or holder of Class A Notes represented by a Class A Regulation S Global Note or a Class A Rule144A Global Note, or any Class A Notes issued in registered form in exchange or substitution therefor (together RestrictedNotes) will be deemed, by its acceptance or purchase of any such Restricted Notes, to have made certain representations andagreements intended to restrict the resale or other transfer of such Class A Notes as set out in Subscription and Sale andTransfer Restrictions.

AVAILABLE INFORMATION UNDER RULE 144A

For so long as any of the Class A Notes are restricted securities within the meaning of Rule 144(a)(3) under theSecurities Act, the Issuer will, during any period in which it is not subject to Section 13 or Section 15(d) under the U.S.Securities Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting under the Exchange Actpursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of a Class A Note, or to anyprospective purchaser of a Class A Note designated by such holder or beneficial owner, the information specified in, andmeeting the requirements of, Rule 144A(d)(4) under the Securities Act.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES(RSA) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELYREGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDERRSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACTTHAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANSTHAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT ISUNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER ORCLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Certain Sub-Classes of Class A Notes issued in NGN form or under the NSS (each as defined in Forms of theClass A Notes below) may be held in a manner which will allow Eurosystem eligibility. This simply means that the Class ANotes are intended upon issue to be delivered to one of Euroclear or Clearstream, Luxembourg as Common Safekeeper anddoes not necessarily mean that the Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy andintra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition willdepend upon satisfaction of the Eurosystem eligibility criteria.

The Class A Notes and the other financing arrangements described in this Base Prospectus to be entered into by theIssuer will be obligations solely of the Issuer.

In connection with the issue of any Sub-Class of Class A Notes, one or more relevant Dealers (the StabilisingManager) (or persons acting on behalf of the Stabilising Manager(s)) may over-allot such Class A Notes or effecttransactions with a view to supporting the market price of Class A Notes at a level higher than that which might otherwiseprevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the StabilisingManager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate publicdisclosure of the terms of the offer of the relevant Sub-Class of Class A Notes is made and, if begun, may be ended at anytime, but it must end no later than the earlier of 30 days after the issue date of the relevant Sub-Class of Class A Notes and 60days after the date of the allotment of the relevant Sub-Class of Class A Notes. Any stabilisation action or over-allotmentmust be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of the Stabilising Manager(s)) inaccordance with all applicable laws and rules.

The Jersey Financial Services Commission (the Commission) has given, and has not withdrawn, its consentunder Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Class A Notes by the Issuer. TheCommission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against Liability arising from thedischarge of its functions under that law. A copy of this document has been delivered to the Jersey registrar of companies inaccordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has notwithdrawn, his consent to its circulation. It must be distinctly understood that, in giving these consents, neither the Jerseyregistrar of companies nor the Commission takes any responsibility for the financial soundness of the Issuer or for thecorrectness of any statements made, or opinions expressed, with regard to it.

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If you are in any doubt about the contents of this Base Prospectus you should consult your stockbroker, bankmanager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities and the incomefrom them can go down as well as up.

Any individual intending to invest in any investment described in this Base Prospectus should consult his orher professional adviser and ensure that he or she fully understands all the risks associated with making such aninvestment and has sufficient financial resources to sustain any loss that may arise from it.

All references in this Base Prospectus to pounds, sterling, or GBP are to the lawful currency of the UK,all references to $, U.S.$, U.S. dollars, dollars and USD are to the lawful currency of the United States ofAmerica and references to , euro or EUR are to the single currency introduced at the start of the third stage ofEuropean Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, fromtime to time.

RESPONSIBILITY STATEMENTS

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and forthe purpose of giving information with regard to the Issuer and the Obligors which, according to the particular nature of theIssuer, the Obligors and the Class A Notes, is necessary to enable investors to make an informed assessment of the assets andliabilities, financial position, profits and losses and prospects of the Issuer.

The Issuer accepts responsibility for the information contained in this Base Prospectus and in any Final Termswhich complete this Base Prospectus for each Sub-Class of Class A Notes issued hereunder. To the best of the knowledge andbelief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this BaseProspectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Issuer has accurately reproduced the information contained in the section entitled Description of InitialLiquidity Facility Providers (the ILFP Information) from information provided to it by the Initial Liquidity FacilityProviders but it has not independently verified such information. So far as the Issuer is aware and is able to ascertain frominformation published by the Initial Liquidity Facility Providers, no facts have been omitted which would render the ILFPInformation inaccurate or misleading.

No person has been authorised to give any information or to make representations other than the information or therepresentations contained in this Base Prospectus in connection with the issue of the Class A Notes, any member of theHoldco Group, Topco, any holding company of Topco or the offering or sale of the Class A Notes and, if given or made, suchinformation or representations must not be relied upon as having been authorised by or on behalf of the Issuer, any member ofthe Holdco Group, Topco, any holding company of Topco, the Obligor Security Trustee, the Class A Note Trustee, the IssuerSecurity Trustee, the directors of the Issuer, the Arranger, the Global Coordinators, the Bookrunner, the Dealers, any of theHedge Counterparties, any of the OCB Secured Hedge Counterparties, the Original STF Parties, the Original WC Parties, theClass A Agents, the Liquidity Facility Providers, the Issuer Account Bank or the Borrower Account Bank. Neither thedelivery of this Base Prospectus nor any offering or sale of Class A Notes made in connection herewith shall, under anycircumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer orany member of the Holdco Group since the date hereof. Unless otherwise indicated herein, all information in this BaseProspectus is given as of the date of this Base Prospectus. This Base Prospectus does not constitute an offer of, or aninvitation by, or on behalf of, the Issuer or any Dealer to subscribe for, or purchase, any of the Class A Notes.

None of the Issuer, the Obligors, the Arranger, the Global Coordinators, the Dealers, the Bookrunner, the Class ANote Trustee, the Issuer Security Trustee, the Obligor Security Trustee, the Class A Note Trustee, the Issuer Security Trustee,any of the Hedge Counterparties, any of the OCB Secured Hedge Counterparties, the Original STF Parties, the Original WCParties, the Class A Agents, the Liquidity Facility Providers, the Issuer Account Bank or the Borrower Account Bank acceptresponsibility to investors for the regulatory treatment of their investment in the Class A Notes (including (but not limited to)whether any transaction or transactions pursuant to which Class A Notes are issued from time to time is or will be regarded asconstituting a securitisation for the purposes of the CRD and the application of Article 122a to any such transaction) in anyjurisdiction or by any regulatory authority. If the regulatory treatment of an investment in the Class A Notes is relevant to aninvestors decision whether or not to invest, the investor should make its own determination as to such treatment and for thispurpose seek professional advice and consult its regulator. Prospective investors are referred to the Risk FactorsRisksrelating to the NotesRegulatory initiatives may result in increased regulatory capital requirements and/or decreasedliquidity in respect of the Class A Notes section of this Base Prospectus for further information on Article 122a.

SUPPLEMENTARY BASE PROSPECTUS

The Issuer has undertaken, in connection with the admission of the Class A Notes to the Official List and to tradingon the Main Securities Market of any issue of Class A Notes, that, if there shall occur between the time when this BaseProspectus is approved and the final closing of any offer of Class A Notes to the public, or as the case may be, the time whentrading on the Main Securities Market begins, any significant new factor, material mistake or inaccuracy relating to

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information included in this Base Prospectus for the purpose of making an informed assessment of the assets and liabilities,financial position, profits and losses and prospects of the Issuer and of the Obligors and the rights attaching to the Class ANotes, the Issuer shall prepare a supplement to this Base Prospectus or publish a replacement base prospectus for use inconnection with any subsequent issue by the Issuer of Class A Notes and will supply to each Dealer and the Class A NoteTrustee such number of copies of such supplement hereto or replacement base prospectus as such Dealer and Class A NoteTrustee may reasonably request. The Issuer will also supply to the Central Bank such number of copies of such supplementhereto or replacement base prospectus as may be required by the Central Bank and will make copies available, free of charge,upon oral or written request, at the specified offices of the Class A Paying Agents and in respect of Class A Registered Notes,the Class A Registrar and the Class A Transfer Agent.

If the terms of the Programme are modified or amended in a manner which would make this Base Prospectus, as somodified or amended, inaccurate or misleading, in any material respect, the Issuer shall prepare a supplement to this BaseProspectus or publish a replacement base prospectus for use in connection with any subsequent issue by the Issuer of Class ANotes.

If at any time the Issuer shall be required to prepare a supplementary base prospectus, the Issuer shall prepare andmake available an appropriate supplement to this Base Prospectus or a further base prospectus which, in respect of anysubsequent issue of Class A Notes to be admitted on the Official List and trading on the Main Securities Market, shallconstitute a supplementary base prospectus.

FINAL TERMS AND DRAWDOWN PROSPECTUSES

In this section the expression necessary information means, in relation to any Sub-Class of Class A Notes, theinformation necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,profits and losses and prospects of the Issuer and the Obligors and of the rights attaching to the Class A Notes. In relation tothe different types of Class A Notes which may be issued under the Programme, the Issuer has included in this BaseProspectus all of the necessary information except for information relating to the Class A Notes which is not known at thedate of this Base Prospectus and which can only be determined at the time of an individual issue of a Sub-Class of Class ANotes.

Any information relating to the Class A Notes which is not included in this Base Prospectus and which is requiredin order to complete the necessary information in relation to a Sub-Class of Class A Notes will be contained either in therelevant Final Terms or in a Drawdown Prospectus. For a Sub-Class of Class A Notes which is the subject of Final Terms,those Final Terms will, for the purposes of that Sub-Class only, complete this Base Prospectus and must be read inconjunction with this Base Prospectus. The terms and conditions of the Class A Notes as set out herein (the Class AConditions) as completed by Part A of the relevant Final Terms are the terms and conditions applicable to any particularSub-Class of Class A Notes which is the subject of such Final Terms.

The Class A Conditions as completed by the relevant Drawdown Prospectus are the terms and conditions applicableto any particular Sub-Class of Class A Notes which is the subject of a Drawdown Prospectus. Each Drawdown Prospectuswill be constituted by a single document containing the necessary information relating to the Issuer and the relevantSub-Class(s) of Class A Notes.

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FORWARD-LOOKING STATEMENTS

This Base Prospectus contains various forward-looking statements that reflect managements current views withrespect to future events and anticipated financial and operational performance. Forward-looking statements as a general matterare all statements other than statements as to historical facts or present facts or circumstances. The words aim, anticipate,assume, believe, contemplate, continue, could, estimate, expect, forecast, intend, likely, may might,plan, positioned, potential, predict, project, remain, should, will or would, or, in each case, their negative,or similar expressions, identify certain of these forward-looking statements. Other forward-looking statements can beidentified in the context in which the statements are made. Forward-looking statements appear in a number of places in thisBase Prospectus, including, without limitation, in the sections entitled Overview, Risk Factors, ManagementsDiscussion and Analysis of Financial Condition and Results of Operations, Industry, Regulatory Overview, andBusiness and include, among other things, statements relating to:

our strategy, outlook and growth prospects, including our plans to increase the sale of our products andservices through cross-selling and up-selling to our existing customers;

our operational and financial targets;

our results of operations, liquidity, capital resources and capital expenditure;

our cost-saving programmes;

our financing plans and requirements;

the separation of our operations from the Acromas Group and the Saga Group;

our planned investments;

future growth in demand for our products and services;

general economic trends and trends in the markets in which we operate;

the impact of regulations and laws on us and our operations;

our retention of personal members, B2B customers and B2B partners;

the competitive environment in which we operate and pricing pressure we may face;

our plans to launch new or expand existing products and services; and

the outcome of legal proceedings or regulatory investigations.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factorsbecause they relate to events and depend on circumstances that may or may not occur in the future. We caution you thatforward-looking statements are not guarantees of future performance and that our actual financial condition, results ofoperations and cash flows, and the development of the industry in which we operate, may differ materially from (and be morenegative than) those made in, or suggested by, the forward-looking statements contained in this Base Prospectus. In addition,even if our financial condition, results of operations and cash flows and the development of the industry in which we operateare consistent with the forward-looking statements contained in this Base Prospectus, those results or developments may notbe indicative of results or developments in subsequent periods. Although we believe that the expectations reflected in theseforward-looking statements are reasonable, we can give no assurance that they will materialise or prove to be correct. Becausethese forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actualresults or outcome could differ materially from those set out in the forward-looking statements as a result of, among others:

the loss or impairment of our favourable brand recognition;

the operational failure of our IT and communication systems or the failure to develop our IT andcommunication systems;

the loss of key contractual relationships with certain B2B partners;

increased competition within our business segments;

existing competition within the insurance broking market;

changes in the competitive landscape within the insurance industry, and changes relating to our insurance panelmembers;

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failure to renew existing contracts or enter into new contracts with suppliers;

litigation (including in connection with roadside injuries or death) or regulatory inquiries or investigations;

the failure to comply with data protection laws and regulations or failure to secure and protect personal data;

a lack of price harmonisation across our personal member and B2B customer base or changes in the levels ofprice discounts or churn;

our ability to achieve cost savings and control or reduce operating costs;

severe or unexpected weather, which may increase our operating costs;

changes in economic conditions in the United Kingdom;

changes within the vehicle market, including the average age of vehicles on the road, extended manufacturerguarantees and reduced vehicle use;

failure to protect our brand and other intellectual property rights from infringement;

our ability to successfully manage risks and liabilities relating to acquisitions and integrate any futureacquisitions or consummate disposals in the future;

our ability to operate as a stand-alone business following the Separation and potential increased operating costsincurred as a stand-alone business;

our ability to retain or replace senior management and key personnel;

union relations, strikes, work stoppages or other disruptions in our workforce;

the interests of our controlling shareholders, the Acromas Group or the Saga Group;

adverse changes in the laws and regulations governing our business;

risks relating our pension schemes;

factors affecting our leverage, our ability to service our debt and our structure;

risks relating to security, enforcement and insolvency; and

risks relating to taxation.

Additional factors that could cause our actual results, performance or achievements to differ materially from thoseset out in the forward looking statements, include but are not limited to, those discussed under Risk Factors. The factorsdescribed above and others described under the caption Risk Factors should not be construed as exhaustive. Due to suchuncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak onlyas of the date of this Base Prospectus. We urge you to read this Base Prospectus, including the sections entitled RiskFactors, Managements Discussion and Analysis of Financial Condition and Results of Operations, Business andIndustry for a more complete discussion of the factors that could affect our future performance and the industry in which weoperate.

These forward-looking statements speak only as of the date of this Base Prospectus. We expressly undertake noobligation to publicly update or revise any forward-looking statements, whether as a result of new information, future eventsor otherwise, other than as required by law or regulation. Accordingly, prospective investors are cautioned not to place unduereliance on any of the forward-looking statements herein. In addition, all subsequent written and oral forward-lookingstatements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionarystatements referred to above and contained elsewhere in this Base Prospectus, including those set forth under the captionRisk Factors.

INDUSTRY AND MARKET DATA

In this Base Prospectus, we rely on and refer to information regarding our business and the markets in which weoperate and compete. Certain economic and industry data, market data and market forecasts set forth in this Base Prospectuswere extracted from market research, governmental and other publicly available information, independent industrypublications and reports prepared by international consulting firms. These external sources include the Association of British

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Insurers (ABI), Business Monitor International (BMI), the UK Department for Transport (DfT), Datamonitor, theOffice for National Statistics (ONS), the Society of Motor Manufacturers and Traders (SMMT) and industry dataprovided by third parties, some of which was commissioned on our behalf.

While we have accurately reproduced such third-party information, neither we nor the Dealers, the Arranger, theGlobal Coordinators nor the Bookrunner have verified the accuracy of such information, market data or other information onwhich third parties have based their studies. As far as we are aware and are able to ascertain from information published bythese third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Marketstudies are frequently based on information and assumptions that may not be exact or appropriate, and their methodology is bynature forward looking and speculative.

This Base Prospectus also contains estimates of market data and information derived therefrom that cannot begathered from publications by market research institutions or any other independent sources. Such information is prepared byus based on third-party sources and our own internal estimates, including studies of the market that we have commissioned. Inmany cases, there is no publicly available information on such market data, for example, from industry associations, publicauthorities or other organisations and institutions. We believe that our estimates of market data and information derivedtherefrom are helpful to give investors a better understanding of the industry in which we operate as well as our positionwithin the industry. Although we believe that our internal market observations are reliable, our own estimates are notreviewed or verified by any external sources. While we are not aware of any misstatements regarding the industry or similardata presented herein, such data involves risks and uncertainties and is subject to change based on various factors, includingthose discussed under the heading Risk Factors.

TRADEMARKS AND TRADE NAMES

We are the registered owner of or have rights to certain trademarks or trade names that we use in conjunction withthe operation of our business. Each trademark, trade name or service mark of any other company appearing in this BaseProspectus is the property of its respective holder.

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CONTENTS

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60SUMMARY CONSOLIDATED FINANCIAL, OPERATING AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131HOLDCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132TOPCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133THE AUTOMOBILE ASSOCIATION LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134AUTOMOBILE ASSOCIATION INSURANCE SERVICES LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135SUMMARY OF THE COMMON DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136SUMMARY OF THE FINANCE DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206SUMMARY OF THE CREDIT AND LIQUIDITY SUPPORT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214SUMMARY OF THE ISSUER CLASS A TRANSACTION DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229TERMS AND CONDITIONS OF THE CLASS A NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230FORMS OF THE CLASS A NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269BOOK-ENTRY CLEARANCE PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274PRO FORMA FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 279DESCRIPTION OF INITIAL LIQUIDITY FACILITY PROVIDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

OVERVIEW

The following does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder ofthis Base Prospectus.

Overview of our Business

We are the largest roadside assistance provider in the UK, representing over 40 per cent. of the market andresponding to an average of approximately 10,000 breakdowns every day. With over 100 years of operating history, we haveestablished ourselves as one of the most widely recognised and trusted brands in the UK. We have successfully leveraged ourbrand and pursued an affinity-based expansion model into complementary products and services to also become a leadingprovider of insurance broking services, home emergency assistance services, financial services intermediation and drivingservices, each of which is offered under the AA brand. As of 31 January 2013, approximately 16 million customers,representing approximately 51 per cent. of UK households, subscribed to at least one AA product.

In the year ended 31 January 2013, we generated trading turnover of 971.0 million and Trading EBITDA (definedas profit before taxation, net interest payable and similar charges, goodwill amortisation, exceptional items, pensioncurtailment gain, items not allocated to a segment and depreciation) of 394.6 million. Between 2009 and 2013, our Tradingturnover grew at a compound annual growth rate (CAGR) of 2.1 per cent.. Our business generates attractive margins, witha Trading EBITDA margin of 40.6 per cent. for the year ended 31 January 2013. We have high cash conversion ratios(defined as available cash inflow from operating activities divided by Trading EBITDA) of 112.9 per cent., 94.8 per cent. and94.3 per cent. in the years ended 31 January 2011, 2012 and 2013, respectively, as we have favourable working capitaldynamics due to the fact that the majority of our personal members pay for services in advance and the majority of oursuppliers are paid after the provision of goods and services. In addition, we estimate that approximately 84 per cent. of ourturnover and approximately 92 per cent. of our profit contribution (turnover less marketing and service and delivery costs) forthe year ended 31 January 2013 was derived from repeat business (defined as income from renewing personal members andinsurance customers, multi-year B2B roadside assistance and driving services contracts and driving school franchisees thatcontribute to turnover), which contributes to the relative predictability of our future Trading EBITDA and cash flow.

Our Products and Services

Our business consists of four core segments: roadside assistance, insurance services, driving services and AAIreland. Revenue for our roadside assistance, insurance services and AA Ireland segments are primarily derived frombusiness-to-customer (B2C) and business-to-business (B2B) relationships. The business-to-customer market is composedof individuals that directly subscribe for or purchase the relevant products and services (the B2C market), while thebusiness-to-business market is composed of third-party companies and other organisations (B2B partners) that offer therelevant products and services as add-on or complementary products and services to their own customers (the B2Bmarket).

Roadside Assistance

We are the leading provider of roadside assistance across the United Kingdom, with approximately 3,000 dedicatedpatrols, reaching an average of 10,000 breakdowns each day. In the year ended 31 January 2013, our patrols attendedapproximately 3.7 million breakdowns, with an average response time of approximately 45 minutes, based on the time elapsedbetween receiving customer calls and our patrols arriving on scene. Unlike certain other roadside assistance providers thatonly provide services through third-party garage networks, our patrols are trained to assess and repair a multitude of vehiclemalfunctions at the roadside. In 2013, our patrols successfully repaired approximately 76 per cent. of breakdowns at theroadside. Our patrols operate through a fleet of approximately 3,000 vehicles, comprising 2,711 service vans, 209 recoverytrucks and 48 service motorbikes. The AA service vans and motorbikes are each equipped with advanced tools, diagnosticequipment and technology designed to enable our patrols to achieve a high roadside repair rate. Our operations are supportedby leading resource planning, deployment and communication and technology systems in order to maximise both customerservice and cost efficiency.

We serve a broad spectrum of roadside assistance clients, who are divided principally between policy holders(typically individuals) who directly subscribe for roadside assistance coverage through membership agreements with us withinthe B2C market (personal members), and customers who receive roadside assistance coverage indirectly as an add-on orcomplementary service to the products they purchase from certain of our B2B partners in the B2B market (B2Bcustomers). Our roadside assistance B2B partners include car manufacturers (such as Ford and General Motors), fleet andvehicle rental companies (such as Hertz and Enterprise) and banking institutions (specifically, members of the LloydsBanking Group). As of 31 January 2013, we had a total of approximately 13 million roadside assistance personal membersand B2B customers, consisting of approximately four million personal members and approximately nine million B2Bcustomers. We are the market leader of roadside assistance services in both the B2C and B2B markets, with approximately

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40 per cent. market share in each, which is larger than the two other national competitors, the RAC and Green Flag. Inaddition, in each of the past five years we have been recognised as the highest rated of the major providers of roadsideassistance by participants in the Which? magazine annual survey of providers.

Historically, our personal membership base has remained relatively stable, despite cyclicality in the broadereconomy. The following graph sets forth our membership levels as compared to UK real GDP growth between 1974 and2013:

Source: Company data and ONS.

Our roadside assistance segment generated turnover of 674.1 million, or 69.6 per cent. of our total turnover, andTrading EBITDA of 317.6 million, or 71.5 per cent. of our total Trading EBITDA, excluding head office costs, for the yearended 31 January 2013.

Insurance Services

Our insurance services segment consists of insurance broking, home emergency services and financial servicesintermediation. We are one of the leading insurance brokers in the UK, with approximately 700,000 motor insurance policiesand approximately 900,000 home insurance policies in force at 31 January 2013. According to industry sources, we are thenumber three insurance broker in the UK based on total number of policies in force. We offer motor, home, travel and othermore specialised insurance policies to both roadside assistance personal members and non-members. A core element of ourstrategy is to cross-sell our insurance products to our roadside assistance personal members. For example, whileapproximately 65 per cent. of our motor insurance customers are also personal members, only approximately 11 per cent. ofour personal members have purchased our motor insurance, demonstrating future cross-selling opportunities to our personalmembers. Pricing for our insurance policies is principally determined by our insurance underwriting panel, although we havethe ability to influence motor insurance pricing by providing members of our insurance underwriting panel with certain risk-related information, including proprietary data we collect in connection with our roadside assistance segment and externaldata such as credit scores. We believe that our proprietary data provides us with a competitive advantage over direct writers ofinsurance and other insurance brokers in that it provides information that allows our underwriters to assess risk moreaccurately.

We launched our home emergency service in 2010, which has grown rapidly from approximately 328,000 coveredhomes as of 31 January 2011 to approximately 1.2 million covered homes as of 31 January 2013 (including B2B customers),representing a CAGR of 91.5 per cent. Our home emergency service responds to various types of home emergencies,including plumbing, power loss and boiler and central heating repair.

We began offering financial services intermediation in 1980, long before many other non-bank brands in the UnitedKingdom. Our products and services include savings accounts, unsecured loans, credit cards, currency cards and life insurancepolicies. Our financial intermediation service products are offered under the AA brand through the following B2B partners:Birmingham Midshires (Lloyds Banking Group), The Co-Operative Bank, MBNA (Bank of America) and Friends Life(Resolution).

Our insurance services segment generated turnover of 162.1 million, or 16.7 per cent. of our total turnover, andTrading EBITDA of 93.1 million, or 21.0 per cent. of our total Trading EBITDA, excluding head office costs, for the yearended 31 January 2013.

Driving Services

According to industry sources, we are the largest driving school in the United Kingdom based on market share andwe have approximately 2,900 franchised instructors. As such, we are approximately twice the size of the second largestdriving school in the country. We offer driver education services to beginners under the AA brand, as well as through the

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British School of Motoring (BSM), which we acquired in 2011 and continue to operate under the BSM brand. We alsoprovide driver education services to more experienced drivers through DriveTech (UK) Limited (AA DriveTech), ourdriver training company specifically designed for commercial and professional drivers. In addition, on behalf of certain localpolice forces, AA DriveTech also provides driver training to individuals who have committed certain driving offences. Wehave contracts with 14 of the 44 police forces in England, Wales and Northern Ireland and are a leading service provider ofdriver education programmes for police authorities and local government entities in the United Kingdom.

Our driving services segment includes our ancillary media business, which publishes and sells AA-branded roadatlases and provides online route planning, traffic information and maps via the AA Route Planner on our website. Our mediabusiness also offers accreditation services for hotels and restaurants.

Our driving services segment generated turnover of 96.5 million, or 10.0 per cent. of our total turnover, andTrading EBITDA of 19.6 million, or 4.4 per cent. of our total Trading EBITDA, excluding head office costs, for the yearended 31 January 2013.

AA Ireland

In addition to the business segments described above, according to industry sources we are a leading provider ofroadside assistance and insurance broking in Ireland. As of 31 January 2013, we had approximately 111,000 roadsideassistance personal members and approximately 160,000 B2B customers, as well as approximately 108,000 motor insurancecustomers and approximately 65,000 home insurance customers, in Ireland.

Our Irish segment generated turnover of 38.3 million, or 4.0 per cent. of our total turnover, and Trading EBITDAof 13.0 million, or 2.9 per cent. of our total Trading EBITDA, excluding head office costs, for the year ended 31 January2013.

Other

In addition to our four core segments, historically we also engaged in reinsurance underwriting, which weconducted through our reinsurance underwriting vehicle, Acromas Reinsurance Company Limited (ARCL). HistoricallyARCL made up the entirety of our insurance underwriting segment in our results of operations. Although ARCL did notengage in any reinsurance activities during the year ended 31 January 2013, it has recently begun reinsuring certain policiesby one of our affiliates, insured by Acromas Insurance Company Limited (AICL). On or prior to the Closing Date, weintend to transfer the entire share capital of ARCL, from The Automobile Association Limited (TAAL) to AA Limited (theCompany). The terms of the Transaction Documents will require us to prepare and present future audited consolidatedfinancial statements for Holdco and its subsidiaries rather than for AA Limited, the Issuer or Topco. As a result of the above,and thus the results of operations of ARCL will not be reflected in our results of operations or reported on going forward.

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Overview of the Programme

The Programme . . . . . . . . . . . . . . . . . . . . . . The Issuer is establishing the Programme to raise finance in the capitalmarkets (i) to fund advances to the Borrower under the Class A IBLAs (asdefined below) to enable the Borrower to directly or indirectly refinanceExisting Indebtedness and/or to raise new indebtedness for any purposepermitted by the Transaction Documents and (ii) for general corporatepurposes including the funding of acquisitions and the making of RestrictedPayments subject to the applicable conditions. The Class A IBLAs will formpart of the capital structure of the Holdco Group which will also incorporaterevolving bank facilities, medium term bank debt and risk managementhedging which will rank pari passu with the Class A IBLAs.

In addition, the Issuer will, on the Closing Date, issue Class B Notes and mayover time issue further Class B Notes subject to the satisfaction of certainconditions. For so long as any Class A Notes are outstanding, the Class BNotes will be subordinated to the Class A Notes.

The Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . The Issuer has been incorporated as a special purpose company for thepurpose of (i) issuing notes under the Programme described in this BaseProspectus, (ii) issuing the Class B Notes and (iii) on lending the proceeds ofsuch issuances to the Borrower in accordance with the Class A IBLAs andClass B IBLAs. For further details of the Issuer, see the section entitled TheIssuer.

The Initial Class A IBLA and Use ofProceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . On the Closing Date, the Borrower and the Issuer will enter into a Class A

issuer/borrower loan agreement (the Initial Class A IBLA) pursuant towhich the Issuer will on-lend the proceeds of the Class A Notes issued on theClosing Date to the Borrower by way of one or more advances.

The Borrower will use the proceeds of the Class A IBLA Advances madeunder the Initial Class A IBLA (a) to refinance the Existing Indebtedness and(b) towards fees, costs, expenses, stamp, registration and other Taxes incurredin connection with the above (but not for any other purpose, including,without limitation, dividend payments to shareholders).

On or prior to any further Issue Date (excluding the Closing Date) on whichthe Issuer issues Class A Notes (the proceeds of which are intended to be on-lent to the Borrower) if such Class A Notes are not fungible with an existingSub-Class of Class A Notes, then a new Class A IBLA will be entered into bythe Issuer and the Borrower on substantially the same terms as the InitialClass A IBLA (subsequent Class A IBLAs along with the Initial Class AIBLA being the Class A IBLAs and each a Class A IBLA). If on anyfurther Issue Date (excluding the Closing Date) the Issuer issues Class ANotes which are fungible with an existing Sub-Class of Class A Notes, theproceeds of such issue will be lent to the Borrower as a further advance underthe Class A IBLA corresponding to such Sub-Class of Class A Notes.

The maturity date, redemption premium, interest rates and payment dates withrespect to each advance made by the Issuer to the Borrower under a Class AIBLA (a Class A IBLA Advance) including any sub-advances (Class AIBLA Sub-Advance) will correspond to the terms of the corresponding Sub-Class of Class A Notes and any Issuer Hedging Agreement in respect ofwhich no back-to-back hedging arrangement has been entered into withBorrower.

The Issuers obligations to repay principal of, and pay interest, on the Class ANotes are intended to be met primarily from the payments of principal andinterest received from the Borrower under the corresponding Class A IBLAand payments received under any related Issuer Hedging Agreement and anyback-to-back hedging arrangements entered into with the Borrower in respectof such Issuer Hedging Agreement. The Obligors assets which secure theBorrowers obligations to pay under the Class A IBLAs, have characteristicsthat demonstrate capacity to produce funds to service any payments due andpayable under the Class A IBLAs and consequently, on the Class A Notes.

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Failure of the Borrower to repay a Class A IBLA Advance on the expectedfinal maturity date in respect of such Class A IBLA Loan will be a CTAEvent of Default, although it will not, of itself, constitute a Class A NoteEvent of Default (as defined below).

For further details of the Initial Class A IBLA, see the section entitledSummary of the Finance DocumentsInitial Class A IBLA.

The Initial Senior Term Facility . . . . . . . . . On the Closing Date, the Borrower will enter into an initial senior termfacility (the Initial Senior Term Facility) pursuant to an initial senior termfacility agreement (the Initial Senior Term Facility Agreement) with,amongst others, the Initial STF Arrangers and the Original Initial STFLenders.

The Borrower will use the sums advanced under the Initial Senior TermFacility (a) to refinance the Existing Indebtedness and (b) towards fees, costs,expenses and stamp, registration and other Taxes incurred in connection withthe above.

For further details of the Initial Senior Term Facility, see the section entitledSummary of the Finance DocumentsInitial Senior Term Facility.

The Initial Working Capital Facility . . . . . On the Closing Date, the Borrower will enter into an initial working capitalfacility of up to 150.0 million (the Initial WC Facility) pursuant to aninitial working capital facility agreement (the Initial Working CapitalFacility Agreement) with, amongst others, the Initial WCF Arrangers andthe Original Initial WCF Lenders.

The Borrower will use the sums advanced under the Initial WC Facility tofund the general working capital requirements of the Holdco Group.

For further details of the Initial WC Facility, see the section entitledSummary of the Finance DocumentsInitial Working Capital Facility.

The Initial Liquidity Facility and the DebtService Reserve Account . . . . . . . . . . . . . The Borrower and the Issuer will have the benefit of a liquidity facility

provided pursuant to an initial liquidity facility agreement of up to220.0 million (the Initial Liquidity Facility Agreement) with certainlenders (each an Initial Liquidity Facility Provider and together theInitial Liquidity Facility Providers). As an alternative to, or in addition tothe Initial Liquidity Facility Agreement, the Issuer and the Borrower maysatisfy the requirement to have the Liquidity Required Amount bymaintaining a debt service reserve account (the Debt Service ReserveAccount) which is funded in an amount which is, when taken together withany other liquidity facility arrangement then available to them, equal to theLiquidity Required Amount.

The facility provided pursuant to the Initial Liquidity Facility Agreement orthe amounts standing to the credit of the Debt Service Reserve Account willbe required in an amount which is sufficient to provide liquidity support tothe Issuer and the Borrower, for a period of 18 months from the Closing Dateor, following a Qualifying Public Offering, 12 months (or such greateramount not exceeding 18 months, as required in order to maintain the thencurrent rating of the Class A Notes), in respect of scheduled payments ofamortisation, interest and fee amounts payable in respect of the Initial SeniorTerm Facility (and any other Obligor Senior Secured Liabilities ranking paripassu with the Initial Senior Term Facility (excluding payments under a WCFacility and the Class A IBLAs)), Class A Notes and certain other paymentsdue to the Obligor Senior Secured Creditors and the Issuer Senior SecuredCreditors taking into account the amounts of any payments to be made orreceived under any Hedging Agreements.

Common Terms Agreement . . . . . . . . . . . . On the Closing Date, each of the Obligors and the Obligor Senior SecuredCreditors will enter into a common terms agreement (the CTA orCommon Terms Agreement). The CTA will set out the representations,covenants (positive, negative and financial), Trigger Events and CTA Eventsof Default which will apply to each Class A Authorised Credit Facility (otherthan each Liquidity Facility, each Borrower Hedging Agreement and eachOCB Hedging Agreement).

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For further details of the Common Terms Agreement, see the section entitledSummary of the Common DocumentsCommon Terms Agreement.

Security Trust and Intercreditor Deed . . . . On the Closing Date, each of the Obligors and the Obligor Secured Creditorswill enter into a security trust and intercreditor deed (the STID or theSecurity Trust and Intercreditor Deed). The STID will set out theintercreditor arrangements in respect of the Holdco Group and the ObligorSecured Creditors (the Intercreditor Arrangements). The IntercreditorArrangements will bind each of the Obligor Secured Creditors and each of theObligors.

The purpose of the Intercreditor Arrangements is to regulate, among otherthings: (a) the claims of the Obligor Secured Creditors; (b) the exercise,acceleration and enforcement of rights by the Obligor Secured Creditors;(c) the rights of the Obligor Secured Creditors to instruct the Obligor SecurityTrustee; (d) the Entrenched Rights and the Reserved Matters of the ObligorSecured Creditors; and (e) the giving of consents and waivers and the makingof modifications to the Common Documents.

The Intercreditor Arrangements also provide for the ranking in point ofpayment of the claims of the Obligor Secured Creditors both before and afterthe delivery of a Loan Acceleration Notice and for the subordination of allclaims of Subordinated Intragroup Creditors and Subordinated Investors.

For further details of the STID, see the section entitled Summary of theCommon DocumentsSecurity Trust and Intercreditor Deed.

In addition, the STID will regulate Topco and the Topco Secured Creditorsincluding the enforcement of the Topco Security. For further details, see thesection entitled Description of Other Indebtedness.

Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . The Obligors shall cross-guarantee the Borrowers obligations under theObligor Secured Liabilities to the extent required to ensure that the aggregateEBITDA of the Obligors shall at no time fall below 90 per cent. of theconsolidated EBITDA of the Holdco Group. In addition, each member of theHoldco Group which represents 5 per cent. or more of the consolidatedEBITDA of the Holdco Group will be required to become an Obligor.

Principal Security for the ObligorsObligations . . . . . . . . . . . . . . . . . . . . . . . . The Obligor Secured Liabilities will be secured principally pursuant to a

security agreement to be dated the Closing Date (the Obligor SecurityAgreement) between, among others, the Obligors (other than the IrishObligor, which will be party to the Irish Security Agreement) and DeutscheTrustee Company Limited (in its capacity as security trustee for the ObligorSecured Creditors (as defined below)) (the Obligor Security Trustee).

For further details of the security for the obligations of the Obligors under theFinance Documents, see the section entitled Summary of the FinanceDocumentsObligor Security Agreement.

Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pursuant to the Common Terms Agreement, the Borrower, each other memberof the Holdco Group and the Issuer will be subject to a hedging policy (theHedging Policy) such that (unless the Hedging Policy requires or permitsotherwise) at all times the Borrower and the Issuer (taken together) are hedgedas regards interest rate risk in relation to the total outstanding Relevant Debtdenominated in GBP so that (a) a minimum of 75 per cent. of the totaloutstanding Relevant Debt denominated in GBP is hedged pursuant toHedging Transactions for a term no less than the shorter of (i) the averagematurity of the Relevant Debt denominated in GBP and (ii) 3 years, and (b) atall times, the aggregate notional amount of Hedging Transactions in respect ofinterest rate risk does not exceed 110 per cent. of the total Relevant Debtdenominated in GBP. In respect of the currency risk in relation to interestpayable and the repayment of principal in relation to the total outstandingRelevant Debt which is denominated in a currency other than GBP (aForeign Currency), at all times the Borrower and the Issuer (takentogether) must hedge such currency risk so that (a) a minimum of 100 per cent.of the total outstanding Relevant Debt denominated in a Foreign Currency is

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hedged pursuant to Hedging Transactions for a term no less than the shorter of(i) the average maturity of the Relevant Debt which is denominated in aForeign Currency and (ii) 3 years, and (b) at all times, the aggregate notionalamount of Hedging Transactions does not exceed 110 per cent. of the totalRelevant Debt denominated in a Foreign Currency.

The Obligors may also enter into Commodity Hedging Transactions and/orFX Hedging Transactions for the purpose of hedging risks arising in theordinary course of business from exposures to fluctuations in the price ofcommodities and/or foreign exchange rates (collectively, the OCB SecuredCapped Hedging Transactions) subject to the OCB Secured TransactionCap as determined pursuant to the Hedging Policy (after taking into accountany Offsetting Transaction or any Overlay Transaction).

The Borrower and each other member of the Holdco Group may also enterinto Treasury Transactions for the purposes of hedging other risks arising inthe ordinary course at the Holdco Groups business (the OCB TreasuryTransactions).

The obligations of the Obligors under the OCB Secured Capped HedgingTransactions and OCB Treasury Transactions (collectively, OCB SecuredHedging Transactions) will be secured by the Obligor Security.

For further details of the Treasury Transactions, see the section entitledSummary of the Common DocumentsCommon TermsAgreementHedging Policy.

For the purposes of the above, Relevant Debt means any principal amountoutstanding (without double counting) under the Initial Senior Term FacilityAgreement, any PP Notes, the Initial Working Capital Facility Agreement,the Class A Notes, each Class A IBLAs, any debt under any other Class AAuthorised Credit Facility and any other debt incurred by the Issuer, theBorrower and/or any PP Note Issuer from time to time that bears interest at afloating rate or is denominated in a Foreign Currency and in either case thatrank pari passu with the foregoing (other than (i) any Liquidity Facility,(ii) any Hedging Agreement, (iii) any OCB Secured Hedging Agreement,(iv) any amounts payable to the Issuer by way of the Fifth Facility Fee inaccordance the STID, (v) any amounts payable to the Issuer by way of theSixth Facility Fee in accordance with STID and (vi) any back-to-back hedgeagreement entered into between the Issuer and the Borrower).

For further details of the Hedging Policy, see the section entitled Summaryof the Common DocumentsCommon Terms AgreementHedging Policy.

Class B Notes . . . . . . . . . . . . . . . . . . . . . . . . . On the Closing Date, in addition to the issue of Class A Notes and the entryinto of the Initial Senior Term Facility Agreement, the Initial Working CapitalFacility Agreement, the Initial Liquidity Facility Agreement and the otherTransaction Documents, the Issuer will issue Class B Notes and on-lend theproceeds to the Borrower under the Initial Class B IBLA.

For so long as any Class A Notes are outstanding, the Class B Notes will besubordinated to the Class A Notes. For so long as any Class A AuthorisedCredit Facility is outstanding (other than where the amounts outstandingunder the Class A Authorised Credit Facilities relate to SubordinatedLiquidity Amounts or Subordinated Hedge Amounts), the Class B IBLA willbe subordinated to the Class A Authorised Credit Facilities. For further detailssee the section Description of Other Indebtedness.

Issuer Security . . . . . . . . . . . . . . . . . . . . . . . The Issuer will give first-ranking security over all of its assets to the IssuerSecurity Trustee for the benefit of the Issuer Secured Creditors including theClass A Noteholders and, on a contractually subordinated basis, the Class BNoteholders.

In addition to the Issuer Security, the Class B Noteholders will benefitindirectly from security granted by Topco to the Obligor Security Trusteeover the entire issued share capital of Holdco.

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Governing law . . . . . . . . . . . . . . . . . . . . . . . . The Common Documents (other than the TAAL Share Security Agreement,the Irish Security Agreement and the Irish Share Pledge) and the IssuerTransaction Documents (other than the Issuer Jersey Share SecurityAgreement) and any non-contractual obligations arising out of or inconnection therewith will be governed by English law. The TAAL ShareSecurity Agreement and the Issuer Jersey Share Security Agreement will begoverned by Jersey law. The Irish Security Agreement and the Irish SharePledge will be governed by Irish law.

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TRANSACTION STRUCTURE DIAGRAM

AA Limited

AA Mid Co Limited(Topco)

AA Intermediate Co Limited (Holdco)

AA Senior Co Limited (Borrower)

Full security package (Issuer Secured Liabilities)AA Acquisition Co

Limited

AA Corporation Limited

Obligor Security Trustee

Issuer Security Trustee

Issuer

CLASS A IBLA

CLASS B IBLA

Security in respect of the Class B Authorised Credit Facilities

Security and guarantees from Obligor Group (Obligor Secured Liabilities)

Intelligent Data Systems (UK) Limited

Automobile Association Insurance Services

Holdings Limited

TAAL Drivetech(UK) Limited

Automobile Association

Developments Limited

AA Media Limited

AA Financial Services Limited

Automobile Association Insurance Services Limited

Other material subsidiaries

Obligor Group

AA Ireland Limited

WorkingCapital Facility

Class A Notes

Class B Notes

Senior TermFacility

Hedging

LiquidityFacility

HedgingLiquidityFacility

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Key Characteristics of the Programme

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AA Bond Co Limited, a public limited company incorporated in Jersey withlimited liability (registration number 112992) having its registered office at22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands. The sharesof the Issuer are 100 per cent. legally and beneficially owned by Holdco. TheIssuer is tax resident in the UK.

The Borrower . . . . . . . . . . . . . . . . . . . . . . . . AA Senior Co Limited, a private company incorporated in England andWales with limited liability (registration number 05663655), having itsregistered office at Fanum House, Basing View, Basingstoke, Hampshire,RG21 4EA. The shares of the Borrower are 100 per cent. legally andbeneficially owned by Intermediate Holdco. The Borrower is tax resident inthe UK.

Intermediate Holdco . . . . . . . . . . . . . . . . . . AA Acquisitions Co Limited, a private company incorporated in England andWales with limited liability (registration number 5018987), having itsregistered office at Fanum House, Basing View, Basingstoke, Hampshire,RG21 4EA. The shares of Intermediate Holdco are 100 per cent. legally andbeneficially owned by Holdco. Intermediate Holdco is tax resident in the UK.

Holdco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AA Intermediate Co Limited, a private company incorporated in England andWales with limited liability (registration number 05148845) having itsregistered office at Fanum House, Basing View, Basingstoke, Hampshire,RG21 4EA. The shares of Holdco are 100 per cent. legally and beneficiallyowned by Topco. Holdco is tax resident in the UK.

Holdco Group . . . . . . . . . . . . . . . . . . . . . . . . Holdco and each of its Subsidiaries (other than the Issuer) (the HoldcoGroup).

Holdco Security Group . . . . . . . . . . . . . . . . The Borrower and each other Obligor (the Holdco Security Group).

Holdco Group Agent . . . . . . . . . . . . . . . . . . Automobile Association Developments Limited (the Holdco GroupAgent).

Guarantee of Obligor SecuredLiabilities . . . . . . . . . . . . . . . . . . . . . . . . . . On and from the Closing Date, each member of the Holdco Security Group

shall cross-guarantee the Borrowers and Obligors obligations under theObligor Secured Liabilities to the extent required to ensure that the aggregateEBITDA of the Obligors shall at no time fall below 90 per cent. of theconsolidated EBITDA of the Holdco Group to the Obligor Security Trustee.Holdco and Intermediate Holdco will also be Obligors. None of the Obligorsand no other member of the Holdco Group will guarantee the obligations ofthe Issuer under the Class A Notes.

Obligors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Borrower and each other member of the Holdco Group that is party to theCTA and the STID as an Obligor in accordance with the terms of theTransaction Documents (each an Obligor and together the Obligors).

Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Royal Bank of Scotland plc

Global Coordinators . . . . . . . . . . . . . . . . . . Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc

Bookrunner . . . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC

Dealers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Bank plc,Lloyds TSB Bank plc, Merrill Lynch International, Mitsubishi UFJ SecuritiesInternational plc, RBC Europe Limited, The Royal Bank of Scotland plc andUBS Limited.

Class A Noteholders . . . . . . . . . . . . . . . . . . . Holders of the Class A Notes issued by the Issuer from time to time (each aClass A Noteholder and together the Class A Noteholders).

Original Initial STF Lenders . . . . . . . . . . . . The original lenders under the Initial Senior Term Facility (the OriginalInitial STF Lenders).

Original Initial WCF Lenders . . . . . . . . . . . The original lenders under the Initial Working Capital Facility (the OriginalInitial WCF Lenders).

Initial STF Agent . . . . . . . . . . . . . . . . . . . . . Deutsche Bank AG, London Branch (the Initial STF Agent).

Initial WCF Agent . . . . . . . . . . . . . . . . . . . . Deutsche Bank AG, London Branch (the Initial WCF Agent).

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Class A Authorised Credit Providers . . . . . The Class A Authorised Credit Providers will comprise lenders or otherproviders of credit or financial accommodation under any Class A AuthorisedCredit Facility (and will include, on or around the Closing Date, the Issuer,the Initial STF Lenders, the Initial WC Facility Lenders, the Initial LiquidityFacility Providers and the Borrower Hedge Counterparties).

Obligor Senior Secured Creditors . . . . . . . The Obligor Secured Creditors other than the Issuer in respect of the Class BIBLA(s) and any other Class B Authorised Credit Provider. Obligor SeniorSecured Creditor means any one of them.

Obligor Secured Creditors . . . . . . . . . . . . . The secured creditors of the Obligors (the Obligor Secured Creditors)will comprise the Obligor Security Trustee (in its own capacity and on behalfof the other Obligor Secured Creditors, the Issuer, the Initial STF Lenders, theInitial WCF Lenders, the Initial WCF Agent, the Initial STF Agent, the InitialWCF Arrangers, the Initial STF Arrangers, each Borrower HedgeCounterparty, each OCB Secured Hedge Counterparty, each LiquidityFacility Provider and the Liquidity Facility Agent under each LiquidityFacility Agreement in respect of amounts owed to each of them by theBorrower from time to time, the Borrower Account Bank, any replacementCash Manager who is not a member of the Holdco Group, each otherAuthorised Credit Provider, the AA Ireland Pensions Trustee, the AA UKPension Trustee, until the ABF Implementation Date (if such date occurs) asthe secured obligations owed to the AA UK Pension Trustee are released onthe implementation of the ABF, any Additional Obligor Secured Creditors,any Receiver or delegate of a Receiver or Obligor Secured Creditor and anyother entity which provides funding to the Borrower and accedes to the STIDfrom time to time (excluding, for the avoidance of doubt, SubordinatedIntragroup Creditors and Subordinated Investors).

Issuer Secured Creditors . . . . . . . . . . . . . . . The secured creditors of the Issuer (the Issuer Secured Creditors) willcomprise the Class A Noteholders, the Class B Noteholders, the Class A NoteTrustee, the Class B Note Trustee, the Issuer Security Trustee (for itself andon behalf of the other Issuer Secured Creditors), each Issuer HedgeCounterparty, each Liquidity Facility Provider and the Liquidity FacilityAgent under the Liquidity Facility Agreement in respect of amounts owed toeach of them by the Issuer from time to time, the Issuer Account Bank, theClass A Principal Paying Agent, Class B Principal Paying Agent, Class ATransfer Agent, Class B Transfer Agent, Class A Registrar, Class B Registrarand Class A Agent Bank and any Calculation Agent under a CalculationAgency Agreement and any additional agents appointed by the Issuer fromtime to time, the Cash Manager under the Issuer Cash ManagementAgreement, the Issuer Jersey Corporate Services Provider, the IssuerCorporate Officer Provider or any other person which accedes to the IssuerDeed of Charge as an Issuer Secured Creditor after the Closing Date or whobecomes a Class A Noteholder or a Class B Noteholder after the ClosingDate.

Obligor Security Trustee . . . . . . . . . . . . . . . Deutsche Trustee Company Limited (or any successor trustee appointedpursuant to terms of the Obligor Security Agreement, the STID and any otherdocument evidencing or creating security over any asset of an Obligor tosecure any obligation of any Obligor to an Obligor Secured Creditor inrespect of the Obligor Secured Liabilities (the Obligor SecurityDocuments)) will act as security trustee for itself and on behalf of theObligor Secured Creditors and will hold, and will be entitled to enforce, thesecurity provided by the Obligors subject to the terms of the Obligor SecurityDocuments.

Class A Note Trustee . . . . . . . . . . . . . . . . . . Deutsche Trustee Company Limited (or any successor trustee appointedpursuant to the Class A Note Trust Deed) will act as Class A Note Trustee forand on behalf of the Class A Noteholders.

Issuer Security Trustee . . . . . . . . . . . . . . . . Deutsche Trustee Company Limited (or any successor trustee appointedpursuant to the Issuer Deed of Charge) will act as security trustee (the IssuerSecurity Trustee) for itself and on behalf of the Issuer Secured Creditorsand will hold, and will be entitled to enforce, the Issuer Security subject to theterms of the Issuer Security Documents.

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Hedge Counterparties . . . . . . . . . . . . . . . . . Each Issuer Hedge Counterparty or, as the context may require, eachBorrower Hedge Counterparty (each a Hedge Counterparty, and togetherthe Hedge Counterparties).

Borrower Hedge Counterparties . . . . . . . . Any hedge counterparty to any Borrower Hedging Agreement which hasacceded as a Hedge Counterparty to the STID and to the CTA (each anBorrower Hedge Counterparty and together the Borrower HedgeCounterparties) from time to time.

A Borrower Hedging Agreement means an ISDA Master Agreement,substantially in the form of the pro-forma Hedging Agreement (as ame