Exhibit 4(b)


 


SUPPLEMENTAL
INDENTURE


 


SUPPLEMENTAL INDENTURE,
dated as of June 2, 2004 to INDENTURE, dated as of August 15, 1991
(the “Indenture”) between AB SVENSK EXPORTKREDIT (Swedish Export Credit
Corporation) (the “Company”) and J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION (as successor in interest to The First National Bank of Chicago),
as trustee (the “Trustee”).


 


WHEREAS, the Company
wishes to make certain amendments to the Indenture to further provide for the
issuance from time to time of the Company’s Debt Securities; and


 


WHEREAS, all things
necessary have been done to make this Supplemental Indenture a valid agreement
of the Company in accordance with its terms;


 


NOW, THEREFORE, in
consideration of the premises it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Debt Securities or of any
series thereof, as follows:


 


Section 1.                                            Definitions. 
All terms used and not defined in this Supplemental Indenture shall have
the respective meanings given them in the Indenture.


 


Section 2.                                            Amendments.  The Indenture
is hereby amended as follows:


 


(a)                                  Section 101 will amended by:


 


(i)                                     deleting the definition of “ECU” and “European
Communities”;


 


(ii)                                  amending the definition of “Business Day”
by adding at the end thereof:


 


“or,
when used with respect to any Place of Payment with respect to any Debt
Securities denominated in Euro, means any date on which the Trans-European
Automated Gross Settlement Express Transfer System (TARGET) is operating credit
or transfer instructions in respect of payments in Euro”.


 


(iii)                               adding a definition of Euro to read as follows:


 


“Euro”,
“€” and “EUR” means the lawful currency of the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Communities, as amended by the Treaty on European
Union.


 


(iv)                              amending the definitions of “Foreign
Currency”, to read in their entireties as follows:


 


“Foreign
Currency” shall mean a currency issued by the government of any jurisdiction
other than the United States of America and shall, in any event, include Euro.


 

















 


“Officers’
Certificate” means a certificated signed by the President, any Executive
Director or the Treasurer of the Company.


 


(b)                                 Section 105 shall be amended (I) in
clause (1) by adding “or by facsimile transmission” after “in writing” and
“and, in the case of facsimile transmission, at such number as the Trustee
shall have furnished to the Company or such Holder, as the case may be,” after “Department,”
and (II) in clause (2) by adding at the end thereof “or sent to the
Company by facsimile transmission to the attention of Legal Counsel at +46-8-20-38-94
or such other number as the Company may furnish in writing to the Trustee and,
in either case, shall be sent to the attention of Legal Counsel”.


 


(c)                                  Section 106 shall be amended (I) in
clause (1) of the first paragraph by adding “, or sent by facsimile
transmission,” after “prepaid” and “(or facsimile number, if any)” after “address”
and (II) in clause (2) of the first paragraph by deleting “The
International Stock Exchange of the United Kingdom and the Republic of Ireland”
and substituting therefor “the London Stock Exchange”.


 


(d)                                 Section 303 (a) shall be
amended to read in its entirety as follows:


 


“The Debt Securities and any coupons appertaining
thereto shall be executed on behalf of the Company by its President or any of
its Executive Directors or any other person (a “Delegated Signatory”) to whom
the President shall have delegated such power. Such signatures may be in the
form of facsimile signatures of the present or any future President or
Executive Director of the Company or any Delegated Signatory and may be
imprinted or otherwise reproduced on the Debt Securities. The Company may adopt
and use the signatures or facsimile signatures of the persons who shall be
President or an Executive Director of the Company or a Delegated Signatory at
the time of execution of the Debt Securities and any coupons appertaining
thereto, irrespective of the date as of which the same shall be executed, or of
any person who shall have been President or an Executive Director of the
Company or a Delegated Signatory, notwithstanding the fact that at the time the
Debt Securities shall be authenticated and delivered or disposed of, such
person shall have ceased to be, as the case may be, President or an Executive
Director or Delegated Signatory.”


 


(e)                                  Section 303 (c) shall be
amended in clause (i) to delete the words “and shall be denominated in”.


 


(f)                                    Section 1007 shall be amended by
deleting the period at the end thereof and adding the following:


 


“or where the withholding or deduction is imposed on a
payment to an individual and is required to be made pursuant to the European
Union Directive on the taxation of savings adopted June 3, 2003
(implementing the conclusions of the Economics and Financial Council meeting of
November 26-27, 2000) or any law implementing or complying with, or
introduced in order to conform to, such Directive.”


 


(e)                                  All
references to ECU in the Indenture shall be disregarded.


 


2

















 


Section 3.                                            Continuation
of Indenture. The Indenture, as modified by this Supplemental Indentures
with the effect set forth in Section 904, shall remain in full force and
effect.


 


IN WITNESS
WHEREOF, the partners hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.


 


	
   

  	
  AKTIEBOLAGET SVENSK EXPORTKREDIT (PUBL.)

  
	
   

  	
  (Swedish Export
  Credit Corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/        JOHANNA
  CLASON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN
  TRUST COMPANY,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/        BENITA
  A. POINTER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  	
   

  
							



 


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