Landeskreditbank Baden-WÃ¼rttemberg - L-Bank

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DESCRIPTION OF THE NOTES The following briefly summarizes the terms and conditions of the notes offered by this prospectus supplement and the agency agreement in respect of the notes between Deutsche Bank Trust Company Americas, Deutsche Bank Aktiengesellschaft and us as supplemented and amended from time to time (the “Agency Agreement”). Copies of the form of the notes and the form of the Agency Agreement are filed as exhibits to the registration statement of which this prospectus supplement is a part. This summary does not purport to be complete and is qualified in its entirety by reference to those exhibits. Terms that are used in this prospectus supplement and that are defined in the Agency Agreement have the respective meanings given to them in the Agency Agreement, unless otherwise defined in this prospectus supplement. General Provisions Principal amount and denomination. The notes will be issued in an aggregate principal amount of one billion dollars (U.S.$1,000,000,000), divided into 1,000,000 notes in the principal amount of U.S.$1,000 each, which will rank equally among themselves. Global certificates—form. The notes will be represented by one or more permanent global certificates without interest coupons, which will be kept in custody by Deutsche Bank Trust Company Americas (the “custodian”), or any successor, as custodian for DTC until all our obligations under the notes have been satisfied. The global certificates (as defined under “Clearing and settlement—Certification and custody”) will be manually signed by two of our authorized representatives and will each be manually authenticated by or on behalf of the registrar (as defined under “Clearing and settlement—Certification and custody”). According to the conditions, definitive certificates representing individual notes and interest coupons will not be issued. Definitive certificates representing individual notes may however be issued in the very limited circumstances described under “Clearing and Settlement—The clearing systems—DTC.” Transfers. Transfers will be made by book-entry only as described in further detail under “Clearing and Settlement—Transfers.” Status The notes will constitute unsecured and unsubordinated obligations of L-Bank and will rank equally with all of our other present and future unsecured and unsubordinated obligations, but subject to any applicable mandatory statutory exceptions. Interest Interest rate and due dates. The notes will bear interest at the rate of 4.875% per year as from November 16, 2006. The notes will cease to bear interest upon the end of the day preceding the day on which they become due for redemption. Interest is payable semi-annually in arrears on January 13 and July 13 of each year. The first interest payment will be made on January 13, 2007 for the period commencing on November 16, 2006 (inclusive) and ending on January 13, 2007 (exclusive). The interest amount for this period will total U.S.$7,720,000 for the aggregate principal amount of U.S.$1,000,000,000. Late payment. Should we fail to repay the notes on the due date therefor, interest on the notes shall, subject to the provisions with respect to business days (as defined under “—Payments—Business days”), continue to accrue beyond the due date until the expiry of the day preceding the actual repayment of the notes at the default rate of interest established by German law, which currently is 5% above the base rate (§§ 247, 288 German Civil Code). If such default event should take place the default rate as of November 9, 2006 was 6.95% p. a. Accrued interest. If it is necessary to compute interest for a period of other than a full year, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. S-5
Maturity, Repurchase Maturity. The notes shall be redeemed at par on January 13, 2012. Neither we nor any noteholder will be entitled to redeem the notes before their stated maturity. Repurchase. We may at any time purchase and resell notes in the open market or otherwise and at any price. We may, at our option, hold, resell or surrender to the registrar for cancellation any notes purchased by us. Payments Payments. Payments of principal of, and interest on, the notes shall be made on the relevant payment date (see “—Payment date and due date”) to the registered holder of the global certificates in U.S. dollars as set forth below. The amount of payments to the registered holder of the global certificates shall correspond to the aggregate principal amount of notes represented by the global certificates, as established by the principal paying agent at the close of business on the relevant record date (see “—Record date”). Payments of principal shall be made upon surrender of the global certificates to the principal paying agent. All payments made by us to, or to the order of, the registered holder of the global certificates shall discharge our liability under the notes to the extent of the sums so paid. Record date. The record date (the “record date”) for purposes of payments of principal and interest (see “—Payments”) shall be, in respect of each such payment, the tenth New York business day prior to the relevant due date (see “—Payment date and due date”). Payment business day. If any date for payment of principal or interest to the registered holder of the global certificates is not a payment business day, such payment shall not be made until the next day which is a payment business day and no further interest shall be paid in respect of the delay in such payment. A “payment business day” shall be any day which is each of (i) a New York Business Day, (ii) a London Business Day, and (iii) a TARGET Business Day. “New York Business Day” means any day on which banking institutions in New York City are not obliged and not authorized to close. “London Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency) in London. “TARGET Business Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (TARGET) is operating. Payment date and due date. For the purposes of the terms and conditions of the notes, “payment date” means the day on which the payment is actually to be made, where applicable as adjusted in accordance with the preceding paragraph, and “due date” means the payment date provided for herein, without taking account of any such adjustment. Taxes All payments by us in respect of the notes 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 shall not be required to pay any additional amounts in respect of the notes. No Termination for default The notes do not provide for any defaults or events of default entitling noteholders to demand immediate redemption of the notes. Paying agents We will appoint Deutsche Bank Trust Company Americas, New York (“Deutsche Bank”), as initial principal paying agent (the “principal paying agent”) and Deutsche Bank Luxembourg S.A. as additional paying agent (the “paying agent”, and together with the principal paying agent, the “paying agents”). We may at any S-6
Page 1 and 2: INTERNATIONAL PROSPECTUS SUPPLEMENT
Page 3 and 4: ISSUER Landeskreditbank Baden-Würt
Page 5 and 6: TABLE OF CONTENTS Use of Proceeds .
Page 7: EXCHANGE RATE INFORMATION The follo
Page 11 and 12: the rules of such stock exchange pe
Page 13 and 14: THE CLEARING SYSTEMS DTC DTC is a l
Page 15 and 16: Cross-market transfers between pers
Page 17 and 18: For the purposes of this provision,
Page 19 and 20: These activities by the managers or
Page 21 and 22: You should rely only on the informa
Page 23 and 24: PROSPECTUS SUMMARY The following su
Page 25 and 26: APPLICATION OF PROCEEDS As may be m
Page 27 and 28: (4) Loans to customers (i.e., non-c
Page 29 and 30: transferred to independent subsidia
Page 31 and 32: 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
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Covering Market Risk Positions Mark
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ank, and the aggregate nominal valu
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may at any time change the reserve
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The Entschädigungseinrichtung GmbH
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ECONOMY General Germany The economy
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Industrial Structure General Positi
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The following table shows the amoun
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The Euro-zone follows a mutual mone
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Revenue Equalization While the Germ
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For more detailed information regar
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Outstanding Principal Maturity Amou
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DESCRIPTION OF THE DEBT SECURITIES
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(iv) a waiver by the holders of the
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CURRENCY CONVERSION RATES The follo
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TAXATION UNITED STATES FEDERAL INCO
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number of complete years to maturit
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will equal such U.S. Holder’s ini
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using the constant yield method des
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We have included the federal income
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Capital gains resulting from the di
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SUMMARY OF CERTAIN DIFFERENCES BETW
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The credit risk of the loan and sec
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Under U.S. GAAP, repurchased debt s
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LIMITATIONS ON ACTIONS AGAINST THE
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GLOSSARY This glossary describes ce
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Administrative loans, which are loa
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Depreciation and accumulated amorti
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Landeskreditbank Baden-Württemberg
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Balance sheet as at December 31, 20
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Statement of income for the period
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Notes to the annual financial state
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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 - Württembe
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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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