Landeskreditbank Baden-WÃ¼rttemberg - L-Bank

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(iv) a waiver by the holders of the Subordinated Debt Securities of any and all rights they may have to set off claims under the Subordinated Debt Securities against any claims they may have against us; (v) a reference to German law that may require that, in the event that we redeem or repay the Subordinated Debt Securities other than in accordance with the terms provided therein, the holders of such Subordinated Debt Securities, notwithstanding any agreements to the contrary, pay to us any amounts received by them from us or any Agent in such redemption or repayment, unless, at the time of such redemption or repayment, we shall have replaced the Liable Capital created by such Subordinated Debt Securities with capital of equal or higher status under the capital adequacy rules applicable to us or the German Federal Supervisory Authority for Financial Services (Bundesanstalt für Finanzdienstleistungsaufsicht) has consented to such redemption or repurchase; (vi) except to the extent permitted by applicable law, an express prohibition on us, directly or indirectly, acquiring for our own account any of the Subordinated Debt Securities, financing the acquisition for the account of any other person of any of the Subordinated Debt Securities or accepting a lien, security interest or other encumbrance on any of the Subordinated Debt Securities to secure any obligation owed to us; and (vii) except to the extent permitted without impairing the qualification of the proceeds of the initial sale of the Subordinated Debt Securities as our Tier 2 Capital pursuant to German capital adequacy law and regulations, an express prohibition on the direct or indirect provision by us or any third party of security for our obligations under Subordinated Debt Securities. Taxes Unless otherwise specified in the applicable prospectus supplement, all payments by us in respect of the Debt Securities shall be made without deduction or withholding of taxes or other duties, unless such deduction or withholding is required by law. In the event of such deduction or withholding, we will not be required to pay any additional amounts in respect of the Debt Securities. No Termination for Default Unless otherwise specified in the applicable prospectus supplement, the Debt Securities will not provide for any defaults or events of defaults entitling the holders thereof to demand immediate redemption of the Debt Securities. Clearing and Settlement Provisions relating to the clearing and settlement of the Debt Securities will be described in the applicable prospectus supplement. Substitution of L-<strong>Bank</strong> We may at any time substitute for us any other company as principal debtor in respect of the Debt Securities. Any such substitution will not require the consent of holders of the Debt Securities, but we will be required to guaranty the obligations of the substitute obligor under the Debt Securities. No substitution may occur if such substitution would result in the loss for holders of Debt Securities of the benefit of the guaranty obligation, the maintenance obligation and the explicit guaranty of <strong>Baden</strong>-Württemberg, and unless the substitute obligor is in a position to fulfill all payment obligations under the Debt Securities without being required to withhold tax at source in an amount which exceeds at the time of effectiveness of such substitution the relevant amounts levied by withholding or deduction in the place of our domicile or tax residence. It is possible that a substitution of another company as principal debtor in respect of the Debt Securities will result in the recognition of gain or loss for United States federal income tax or German tax purposes by the holders of the Debt Securities of that series and possibly other adverse tax consequences to those holders. Neither 65
the issuer nor the substitute obligor will be required to indemnify the holders of Debt Securities against any tax imposed on a holder of Debt Securities in respect of such substitution. Holders should consult their own tax advisors regarding the tax consequences of such a substitution. See “—Taxation—Federal Republic of Germany Taxation” and “—Taxation—United States Federal Income Taxation.” Additional Debt Securities We reserve the right, from time to time without the consent of the Debt Securities holders of the Debt Securities, to issue additional Debt Securities, on terms identical in all respects to those set forth in the terms and conditions of the Debt Securities (except as to the date from which interest shall accrue), so that such additional Debt Securities shall be consolidated with, form a single issue with and increase the aggregate principal amount of, the Debt Securities. The term “Debt Securities” shall, in the event of such increase, also include such additional issued Debt Securities. Governing Law; Jurisdiction Governing law. The Agency Agreement is and the Debt Securities as well as our rights and duties and those of the holders of the Debt Securities will be governed by and will be construed in accordance with the laws of the Federal Republic of Germany. Jurisdiction. The courts in Frankfurt am Main, Germany have jurisdiction for any action or other legal proceedings (“Proceedings”) arising out of or in connection with the Notes. The jurisdiction of such courts is exclusive according to Section 38 of the German Code of Civil Procedure (Zivilprozessordnung) for proceedings solely involving merchants (Kaufleute), legal persons under public law (juristische Personen des öffentlichen Rechts), special funds under public law (öffentlich-rechtliche Sondervermögen) or persons not subject to the general jurisdiction of the courts of Germany (Personen ohne allgemeinen Gerichtsstand), otherwise it is nonexclusive. 66
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INTERNATIONAL PROSPECTUS SUPPLEMENT
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ISSUER Landeskreditbank Baden-Würt
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TABLE OF CONTENTS Use of Proceeds .
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EXCHANGE RATE INFORMATION The follo
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Maturity, Repurchase Maturity. The
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the rules of such stock exchange pe
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THE CLEARING SYSTEMS DTC DTC is a l
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Cross-market transfers between pers
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For the purposes of this provision,
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These activities by the managers or
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You should rely only on the informa
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PROSPECTUS SUMMARY The following su
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APPLICATION OF PROCEEDS As may be m
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(4) Loans to customers (i.e., non-c
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transferred to independent subsidia
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Our housing-related activities are
Page 33 and 34: (1) Holdings in companies for strat
Page 35 and 36: Loan Portfolio Risks We maintain a
Page 37 and 38: securities portfolio. In accordance
Page 39 and 40: The following table shows our borro
Page 41 and 42: authorized limits. A daily risk and
Page 43 and 44: MANAGEMENT INFORMATION Introduction
Page 45 and 46: credit institutions increased by 10
Page 47 and 48: To control the risks of unhedged po
Page 49 and 50: RECENT DEVELOPMENTS Development of
Page 51 and 52: MANAGEMENT Board of Management Our
Page 53 and 54: Wirtsch.-Ing. Bernd Bechtold Presid
Page 55 and 56: REGULATION AND SUPERVISION OF L-BAN
Page 57 and 58: non-banking corporations if the use
Page 59 and 60: Covering Market Risk Positions Mark
Page 61 and 62: ank, and the aggregate nominal valu
Page 63 and 64: may at any time change the reserve
Page 65: The Entschädigungseinrichtung GmbH
Page 68 and 69: ECONOMY General Germany The economy
Page 70 and 71: Industrial Structure General Positi
Page 72 and 73: The following table shows the amoun
Page 74 and 75: The Euro-zone follows a mutual mone
Page 76 and 77: Revenue Equalization While the Germ
Page 78 and 79: For more detailed information regar
Page 80 and 81: Outstanding Principal Maturity Amou
Page 82 and 83: DESCRIPTION OF THE DEBT SECURITIES
Page 86 and 87: CURRENCY CONVERSION RATES The follo
Page 88 and 89: TAXATION UNITED STATES FEDERAL INCO
Page 90 and 91: number of complete years to maturit
Page 92 and 93: will equal such U.S. Holder’s ini
Page 94 and 95: using the constant yield method des
Page 96 and 97: We have included the federal income
Page 98 and 99: Capital gains resulting from the di
Page 100 and 101: SUMMARY OF CERTAIN DIFFERENCES BETW
Page 102 and 103: The credit risk of the loan and sec
Page 104 and 105: Under U.S. GAAP, repurchased debt s
Page 106 and 107: LIMITATIONS ON ACTIONS AGAINST THE
Page 108 and 109: GLOSSARY This glossary describes ce
Page 110 and 111: Administrative loans, which are loa
Page 112 and 113: Depreciation and accumulated amorti
Page 114 and 115: Landeskreditbank Baden-Württemberg
Page 116 and 117: Balance sheet as at December 31, 20
Page 118 and 119: Statement of income for the period
Page 120 and 121: Notes to the annual financial state
Page 132 and 133: Authorities of Landeskreditbank Bad
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Proposal of the Board of Management
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FINANCIAL STATEMENTS OF L-BANK AS O
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Landeskreditbank Baden-Württemberg
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Landeskreditbank Baden - Württembe
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Notes to the annual financial state
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Directorships held by members of th
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State government deputy representat
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Independent Auditors’ opinion We
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Directorships held by members of th
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Authorities of Landeskreditbank Bad
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Proposal of the Board of Management
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Debt of L-Bank at December 31, 2004
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Debt Securities
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Landeskreditbank Baden-WÃ¼rttemberg - L-Bank

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