Exhibit 4(c)


 


SECOND SUPPLEMENTAL
INDENTURE


 


SECOND SUPPLEMENTAL
INDENTURE, dated as of January 30, 2006 to the SUPPLEMENTAL INDENTURE
dated as of June 2, 2004 (the “First Supplemental Indenture”) and the
INDENTURE, dated as of August 15, 1991 (as supplemented by the First
Supplemental Indenture, 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 Second 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 Second Supplemental Indenture
shall have the respective meanings given them in the Indenture.


 


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


 


(a)                                  Section 106 shall be amended by
replacing the words “International Stock Exchange of the United Kingdom and the
Republic of Ireland” with “London Stock Exchange”.


 


(b)                                 Section 301(4) shall be amended
to add the words “and the day-count fraction applicable to the computation
thereof” immediately after the words “interest shall accrue”.


 


(c)                                  Section 301(17) will be amended by
adding after the words “shall be determined” the words “, the terms on which
amounts payable on such Indexed Securities may be settled physically or in cash”.


 


(d)                                 Section 310 shall be amended by
replacing the entire paragraph under the heading with the following:  “Except as otherwise specified as
contemplated in Section 301 with respect to Debt Securities of any series,
any interest on Debt Securities providing for the payment of interest thereon
at a fixed rate of interest shall be computed on the basis of the number of
days in the calculation period in respect of which payment is being made
divided by 360 (the number of days to the calculated on the basis of a year of
360 days with twelve 30-day months (unless (i) the last day of the
calculation period is the 31st day of a month but the first day of the
calculation period is a day other than the 30th or 31st day of a month, in
which case the month that includes that last day shall not be considered to be
shortened to a 30-day month or (ii) the last day of the calculation period
is the last day of the month


 

















 


of
February, in which case the month of February shall not be considered to
be lengthened to a 30-day month))”.


 


(e)                                  Section 311 shall be amended by the
following:


 


(i)                                     adding the words “(or, in the case of
Indexed Securities providing for physical settlement, the applicable physical
settlement items)” immediately after the words “currency or currencies” in the
second line of paragraph (a) thereof;


 


(ii)                                  adding the words “(or, in the case of
Indexed Securities providing for physical settlement, the applicable physical
settlement items)” after the words “Dollars or in any other currency” in the
fourth line of paragraph (a) thereof;


 


(iii)                               replacing the word “currency” on the twelfth line of
paragraph (a) thereof with the words “election relating to the currency or
physical settlement items”;


 


(iv)                              replacing the word “currency” with the
word “election” on the sixteenth line of paragraph (a) thereof;


 


(v)                                 adding the words “(or, in the case of
Indexed Securities providing for physical settlement, the applicable amount of
physical settlement items)” immediately after the words “Debt Securities are
denominated” in the sixth line of paragraph (b) thereof.


 


(f)                                    Section 1102 shall be amended by
deleting the first sentence thereof.


 


(g)                                 Section 1104 shall be amended by
deleing the words “less than 30 nor”.


 


(h)                                 Section 1105 shall be amended by
deleing the words “of money” from the third line thereof.


 


(i)                                     Exhibit B shall be amended by the
following:


 


(i)                                     Deleting the words “all payments” in the
first line of the first and second paragraphs and replacing them in each case
with the clause “[all payments][all payments of interest][payment at
maturity][payment at redemption]”; and


 


(ii)                                  replacing each occurrence of the clause “[Dollars
or other applicable currency]” with the clause “[Dollars/other applicable
currency/physical settlement items]”


 


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


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Second 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/ PETER YNGWE

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN
  TRUST COMPANY,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ BENITA A.
  VAUGHN

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


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