Landeskreditbank Baden-Württemberg - L-Bank

esign from their office and we may replace any Agent, which is our agent. The Agents are not trustees for the
holders of Debt Securities, nor do they have trustees’ responsibilities or duties to act for them. So long as no
conflict of interest arises, the Agents may engage or be interested in any financial or other transaction with us.
The Debt Securities will not be insured by the FDIC (Federal Deposit Insurance Corporation).
Rank of Securities
The applicable Pricing Supplement will specify whether the Debt Securities will be Senior Debt Securities
or Subordinated Debt Securities.
Senior Debt Securities
The Senior Debt Securities will constitute our unsecured and unsubordinated obligations, and will rank pari
passu in priority of payment and in all other respects without any preference among themselves (whether by
reason of priority of date of issue or otherwise) and pari passu with all our other unsecured and unsubordinated
obligations that have not been accorded by law preferential rights.
Subordinated Debt Securities
The Subordinated Debt Securities will constitute our unsecured obligations, and will rank pari passu in
priority of payment and in all other respects without any preference among themselves (whether by reason of
priority of date of issue or otherwise) and pari passu with all our other unsecured subordinated obligations that
have not been accorded by law preferential rights. The Subordinated Debt Securities will be subordinate and
junior in right of payment, in the events and to the extent and in the manner provided in the Subordinated Debt
Security, to all our other obligations except those which by their terms rank pari passu with or junior to the
Subordinated Debt Securities.
Subordination. Our obligations to pay the principal amount of the Subordinated Debt Securities will be our
subordinated obligations, which means that, in the event of insolvency proceedings over our assets or our
liquidation, our obligations under the Subordinated Debt Securities will be subordinated to the claims of all our
unsubordinated creditors so that in any such event no amounts will be payable under the Subordinated Debt
Securities until the claims of all our unsubordinated creditors have been satisfied in full.
Pursuant to a Baden-Württemberg statute adopted in accordance with German federal law, bankruptcy or
insolvency proceedings cannot be instituted by or against us. In the case of a change in our ownership or
liquidation or an amendment to the L-Bank Act, our obligation to pay liabilities incurred prior to such event,
including our obligations to the holders of the Subordinated Debt Securities, would continue to be supported by
Baden-Württemberg’s Guaranty Obligation. See “L-Bank—General—Responsibility of Baden-Württemberg.”
We intend that the proceeds of the Subordinated Debt Securities of any series qualify as Supplementary
Capital under German capital adequacy rules implementing pertinent EU capital adequacy regulations described
above in “L-Bank—Regulation and Supervision of L-Bank in Germany—Capital Adequacy Requirements.”
Certain provisions in the Subordinated Debt Securities relate to such capital treatment as set forth in the German
Banking Act. Such provisions include, without limitation:
(i) the subordination in right of payment under the Subordinated Debt Securities described above in
“Subordination”;
(ii) the requirement that Subordinated Debt has been made available to us for a period of at least 5
years;
(iii) a prohibition of any amendment to the Subordinated Debt Securities to shorten the term thereof, to
shorten any applicable notice period or to change, modify or restrict the subordination provisions thereof, in
each case irrespective of any consent of the holders thereof;
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