Exhibit 1

 

AB SVENSK EXPORTKREDIT

(Swedish Export Credit Corporation)

AB Svensk Exportkredit

Västra Trädgardsgatan 11 B

P.O. Box 16368

S-103 27 Stockholm, Sweden

 

Medium-Term Notes, Series D

 

AGENCY AGREEMENT

 

January 30, 2006

 

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

 

GOLDMAN, SACHS & CO.

85 Broad Street

New York, New York 10004

 

LEHMAN BROTHERS INC.

745 Seventh Avenue

New York, New York 10019

 

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner

& Smith Incorporated

4 World Financial Center

New York, New York 10080

 

MORGAN STANLEY & CO. INCORPORATED

1585 Broadway

New York, New York 10036

 

Ladies and Gentlemen:

 

AB Svensk Exportkredit (Swedish Export Credit Corporation) (the “Company”) confirms its agreement with each of you (each of you, an “agent” and collectively, the “Agents”) with respect to the issue and sale by the Company of its Medium-Term Notes, Series D (the “Notes”) having an unlimited aggregate initial public offering price or purchase price, to be issued pursuant to an indenture (the “1991 Indenture”), dated as of August 15, 1991, between 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”), as supplemented by a first supplemental indenture dated as of June 2, 2004 and as further supplemented by a second supplemental indenture dated as of January 30, 2006 (the 1991 Indenture, as supplemented by the first and second supplemental indentures, the

 

 

 

“Indenture”).  Notes may bear interest, if any, at either fixed rates (“Fixed Rate Notes”) or floating rates (“Floating Rate Notes”).  The Company may from time to time offer Notes (“Indexed Notes”) the principal amount payable at the maturity of which and/or the interest on which will be determined by reference to designated currency (or composite currency), commodity or other prices or the level of one or more designated stock indices or otherwise by application of a formula.

 

Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly to investors on its own behalf or through other agents, dealers or underwriters, the Company hereby (i) appoints each of you as agent of the Company for the purpose of soliciting purchases of the Notes from the Company by others and (ii) agrees that whenever the Company determines to sell Notes directly to any of you as principal for resale to others the Company will enter into a Terms Agreement (as defined below) relating to such sale in accordance with the provisions of Section 2(b) hereof.

 

The Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”, as defined under Rule 405 under the Securities Act of 1933, on Form F-3 relating to, inter alia , its Debt Securities, including the Notes, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).  The various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”.  The Company proposes to file with the Commission from time to time, pursuant to Rule 424 under the Securities Act, supplements to the prospectus included in the Registration Statement that will describe certain terms of the Notes.  The prospectus in the form in which it appears in the Registration Statement is hereinafter referred to as the “Base Prospectus”.  The term “Prospectus” means the Base Prospectus together with the prospectus supplement or supplements in preliminary or final form (each a “Prospectus Supplement”) specifically relating to Notes, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act.  As used herein, the terms “Base Prospectus” and “Prospectus” shall include in each case the documents, if any, incorporated by reference therein.  The terms “supplement” and “amendment” as used herein with respect to the Registration Statement, the Base Prospectus or any Prospectus Supplement, shall include all documents that are filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of the Base Prospectus or such Prospectus Supplement, as the case may be, deemed to be incorporated by reference therein, and the terms “amend” and “supplement” shall include the filing of such documents with the Commission.  The term “Pricing Supplement” shall mean a Prospectus Supplement, in preliminary form (a “Preliminary Pricing Supplement”) or final form (a “Final Pricing Supplement”), that sets forth the terms or a description of a particular issue of Notes.  The term “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Debt Securities is hereinafter called an “Issuer Free Writing Prospectus” (which term, for the avoidance of doubt, shall also include any Final Term Sheets (as defined herein)).  Terms used but not defined herein shall have the meaning provided in the Prospectus.  References in this Agreement to a “Rule” are except as otherwise provided, to a Rule under the Securities Act.

 

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SECTION 1.                                 Representations and Warranties of the Company.   The Company represents and warrants to each of you as of the date hereof, as of the Closing Date (as defined below) and each Initial Sale Time and each Settlement Date (as defined below) hereinafter referred to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each case the “Representation Date”), as follows:

 

(a)                                   (i)                                      Registration Statement, Prospectus.   The Company meets the requirements for use of Form F-3 under the Securities Act. The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied and, as of the applicable Representation Date, will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.  The Registration Statement, at the time it became effective, did not and, as of the applicable Representation Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  As of the applicable Representation Date, the Prospectus and any applicable Issuer Free Writing Prospectuses will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the time they were or hereafter are filed with the Commission and at the time of any sale of Notes pursuant to this Agreement, the Base Prospectus, as amended and supplemented, any Prospectus Supplement (including any related Preliminary Pricing Supplement), any Permitted Free Writing Prospectuses and any Final Term Sheets (as defined herein) (together, the “Disclosure Package”), when taken together as a whole, did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus, any Issuer Free Writing Prospectus or Final Term Sheet made in reliance upon and in conformity with information furnished to the Company in writing by any of you expressly for use in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Final Term Sheet.

 

(ii)                                   Documents Incorporated by Reference.   The documents incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied or will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and, when read together and with the other information in the Prospectus, at the time the Registration Statement became, and any amendments thereto become, effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

 

(iii)                                (A) (x) At the time of filing the Registration Statement, (y) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (z) at the time the Company or any person acting on

 

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its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) makes any offer relating to the Securities in reliance on the exemption of Rule 163 under the Securities Act, the Company was and will be a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant makes a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities, the Company was not and will not be an “ineligible issuer” as defined in Rule 405 under the Securities Act.  The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405.  The Company agrees to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

 

(iv)                               No Stop Order.   The Registration Statement has been filed with the Commission and has become effective; as of the applicable Representation Date, no stop order suspending the effectiveness of the Registration Statement or any amendment thereof and no order directed to any document incorporated by reference in the Prospectus, as then amended or supplemented, or any notice objecting to the use of any Preliminary Pricing Supplement or Permitted Free Writing Prospectus, has been issued and is in effect, and no proceeding for such purpose is pending or, to the knowledge of the Company, threatened by the Commission; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form; no challenge has been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus, as then amended or supplemented; and any request by the Commission for inclusion or incorporation by reference of additional information in the Registration Statement or the Prospectus or otherwise has been complied with.

 

(v)                                  No Other Exhibits to Be Filed.   There are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be filed as an exhibit to any document incorporated by reference in the Prospectus or required to be described in the Registration Statement or in the Prospectus, which are not so filed or described as required.

 

(b)                                  Due Organization.   Each of the Company and its subsidiaries is a joint limited liability company duly organized and validly existing under the laws of Sweden with corporate power and authority to own its properties and conduct its business as described in the Prospectus and has been duly qualified as a foreign corporation under the laws of each other jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified.

 

(c)                                   Indenture.   The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

 

(d)                                  Notes.   The Notes have been duly authorized by the Company and,

 

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when executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof as contemplated hereby and by any applicable Terms Agreement and the Indenture, will constitute valid and legally binding unsecured general obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

 

(e)                                   This Agreement, Terms Agreement.   This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company.

 

(f)                                     No Conflict, Default, or Violation.   The execution, delivery and performance of this Agreement, the Indenture and any applicable Terms Agreement, and the issuance and sale of the Notes by the Company and compliance with the terms and provisions thereof, will not result in a violation of the Articles of Association of the Company or violate or conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which any of its property or assets is subject.

 

(g)                                  No Governmental Authorization, Consent or Registration Required.   To the best knowledge of the Company after reasonable inquiry, except for such approvals as have already been obtained, no authorization, consent or approval of, or registration or filing with, any governmental or public body or authority in Sweden or any political subdivision thereof is required for the Company to enter into and perform its obligations under this Agreement, the Indenture and any applicable Terms Agreement or to issue and offer, and to perform its obligations arising under, the Notes.

 

(h)                                  No Existing Defaults.   Neither the Company nor any of its subsidiaries is in violation of its Articles of Association or in default in the performance or observance of any agreement, indenture or instrument to which it is a party or by which it or any of its property or assets is bound, which would have, individually or in the aggregate, a material adverse effect on the business, financial position or results of operation of the Company and its subsidiaries considered as one enterprise (a “Material Adverse Effect”).

 

(i)                                      Legal Proceedings.   Other than as may be set forth in the Prospectus, there are no material legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any of its property or assets is the subject which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;  and, to the best knowledge of the Company after reasonable inquiry, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

 

(j)                                      Investment Company Act .  The Company is not, nor after giving effect to the transactions contemplated herein will be, an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended (the “1940 Act”).

 

(k)                                   Pari Passu Ranking .  The obligations of the Company to pay the principal of and premium, if any, and interest on the Notes and any and all amounts that become due and payable under this Agreement constitute direct, unconditional and general

 

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obligations of the Company and rank and will rank pari passu in priority of payment with all unsecured and unsubordinated indebtedness of the Company.

 

(l)                                      Independent Public Accountants.   KPMG, who have audited the consolidated financial statements of the Company and its subsidiaries included in the Company’s Form 20-F annual report incorporated by reference in the Prospectus, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.

 

(m)                                Financial Statements .  The consolidated financial statements of the Company and its subsidiaries, together with the related schedules, notes and supplemental information, set forth in the Prospectus, comply in all material respects with the requirements of the Securities Act and interpretations thereof and present fairly in all material respects the financial position, the results of operations and the changes in cash flows of such entities in conformity with generally accepted accounting principles in Sweden (“Swedish GAAP”) at the respective dates or for the respective periods to which they apply; such statements and related schedules, notes and supplemental information have been prepared in accordance with Swedish GAAP consistently applied throughout the periods involved except as described therein; and the discussion of material differences between Swedish GAAP and generally accepted accounting principles in the United States (“U.S. GAAP”) and the reconciliation of the consolidated financial statements to U.S. GAAP as set forth in the Prospectus, comply in all material respects with the rules and regulations of the Commission relating thereto and present fairly the material differences between Swedish GAAP and U.S. GAAP required to be so presented.

 

(n)                                  Officers’ Certificates.   Any certificate signed by any officer of the Company and delivered to the Agents; to a Purchaser (as defined below), or to counsel to the Agents in connection with an offering of Notes shall be deemed a representation and warranty by the Company to the Agents (or such Purchaser) as to the matters covered thereby.

 

SECTION 2.                                 Appointment of Agents; Solicitations as Agent; Purchases as Principal.

 

(a)                                   Appointment of Agents.   Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly on its own behalf, the Company hereby appoints the Agents, severally but not jointly, as the placement agents for the Notes and acknowledges that the Agents shall have the right to assist the Company in the placement of the Notes during the term of this Agreement, subject to the appointment of additional agents from time to time.  The Company agrees that, unless otherwise agreed, during the period the Agents are acting as the Company’s placement agents hereunder, the Company will not engage any other person or party to assist in the placement of the Notes; provided , however , that the Company may accept offers to purchase Notes through an agent other than an Agent if (i) the Company and such agent shall have executed a confirmation and accession agreement, the substance of which shall be substantially similar to the text in the second third and fourth paragraphs of Exhibit A hereto and (ii) the Company shall have provided the Agents with copies of such letter promptly following the execution thereof.

 

Subject to all of the terms and conditions of this Agreement and any Terms Agreement, the foregoing shall not be construed to prevent the Company from selling (i) in

 

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the United States, at any time (subject to Section 3(k)), any securities in a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of such securities and (ii) outside the United States, at any time, any securities in any form of offering.

 

(b)                                  Purchases as Principal.   No Agent shall have any obligation to purchase Notes from the Company as principal, but an Agent may agree from time to time to purchase Notes as principal.  Any such purchase of Notes by an Agent as principal shall be made in accordance with Section 2(d) hereof.

 

(c)                                   Solicitations as Agents.   The Agents will solicit offers to purchase the Notes upon the terms and conditions contained herein, and in connection therewith will use only the Prospectus which has been distributed most recently to the Agents by the Company as contemplated hereby (provided that such distribution occurs a reasonable amount of time in advance of such use).  If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the Notes.  Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent.  Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein.  The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein.  Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company.  No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase.  If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties.

 

The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes from the Company commencing at any time for any period of time or permanently.  The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the Company.  Upon receipt of instructions from the Company, the Agent or Agents to whom such instructions are directed will forthwith suspend solicitations of offers to purchase from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. The Company shall transmit copies of any instructions delivered by the Company pursuant to this paragraph to each Agent, regardless of whether such instructions are directed to such Agent.

 

The Company agrees to pay to the appropriate Agent a commission in such

 

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percentage of the nominal principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as shall be agreed in writing between the Company and such Agent. No Note that the Company has agreed to sell pursuant to this Agreement shall be deemed to have been sold by the Company until such Note shall have been delivered to the purchaser thereof against payment therefor by such purchaser.

 

(d)                                  Purchases as Principal.   Each sale of Notes to any Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement that will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Purchaser. The term “Purchaser” shall refer to an Agent acting solely as principal pursuant to this Section 2(d) or to another institution that enters into a Terms Agreement (as hereafter defined) as principal with respect to a sale of Notes. Each such separate agreement (which shall be substantially in the form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Purchaser and the Company, or which may consist of an exchange of written confirmations by the parties with respect to such information (as applicable) as is specified in Exhibit A hereto) is herein referred to as a “Terms Agreement”.  The Purchaser’s commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement will specify the principal or face amount of Notes to be purchased by the Purchaser pursuant thereto, the price to be paid to the Company for such Notes and the time and place of delivery of any payment for such Notes (the “Settlement Date”). Unless expressly authorized by the Company in the Terms Agreement relating to a sale of Notes to a Purchaser, such Purchaser is not authorized to utilize a selling or dealer group in connection with the resale of such Notes.

 

(e)                                   Administrative Procedures.   Administrative procedures governing the offer and sale of Notes (the “Procedures”) shall be agreed upon from time to time by the Agents and the Company.  The initial Procedures are set forth in Exhibit B.  The Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures.

 

(f)                                     Reliance .  The Company and each Agent agree that any Notes purchased by an Agent shall be purchased, and any Notes the placement of which an Agent arranges shall be placed by such Agent, in reliance on the representations, warranties, covenants and agreements of the Company and on the terms and conditions contained herein and in the manner provided herein.

 

(g)                                  Compliance with NASD Requirements .  Each Agent represents that it is a member in good standing of the NASD, a bank that is not a member of the NASD or a foreign bank or dealer not eligible for membership in the NASD.  In making sales of any Notes, each Agent that is an NASD member agrees to comply with the requirements of the NASD with respect to free-riding and withholding (IM 2110-1 or, if and when effective, Conduct Rule 2790 of the NASD) and Conduct Rules 2420, 2730, 2740 and 2750, and each Agent that is a foreign bank or a dealer agrees to comply with IM-2110-1 (or, if and when effective, NASD Conduct Rule 2790) and Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules as though such Agent were a member, and Rule 2420 of the NASD’s Conduct Rules as it applies to a nonmember broker dealer in a foreign country.

 

(h)                                  Delivery of Documents.   The documents required to be delivered

 

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pursuant to Section 5 hereof shall be delivered at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, on the date hereof, or at such other place or on such other date as you and the Company may agree upon in writing (the “Closing Date”).

 

(i)                                      Free Writing Prospectuses.   The Company represents and agrees that, unless it obtains the prior written consent of the relevant Agent, and each Agent, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433.  Any such free writing prospectus consented to by the Agents or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus”.  The Company agrees that (x) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (y) has will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

 

(j)                                      Fiduciary Duty.  The Company acknowledges and agrees that (i) each purchase and sale of Notes pursuant to this Agreement and the applicable Terms Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the relevant Purchaser, on the other, (ii) in connection therewith and with the process leading to such transaction each Purchaser (except in the case of solicitations as an agent pursuant to Section 2(c) hereof) is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Purchaser has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Notes or the process leading thereto (irrespective of whether such Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.  The Company agrees that it will not claim that the Purchaser, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading to an offering of Notes.

 

SECTION 3.                                 Covenants of the Company.   The Company covenants with each of you as follows:

 

(a)                                   Amendment of Prospectus, Registration Statement.   If, at any time, including any time when a prospectus relating to the Notes is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which, in the reasonable opinion of counsel for the Agents or counsel for the Company, either the Disclosure Package or the Final Prospectus Supplement as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances then prevailing or under which they were made, as the case may be, not misleading, or if any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a Purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus or file an Issuer Free Writing prospectus with the Commission in order to comply with the requirements of the Securities Act or the rules and regulations thereunder, immediate notice shall be given, and confirmed in writing, to each Agent to cease the solicitation of offers to purchase Notes in its capacity as Agent and to cease sales of any Notes that it may then own as principal, and the Company shall promptly, in the event that any Agent then owns any Notes purchased under a Terms Agreement for the purpose of resale, and otherwise may at its discretion, but in any case subject to Section 3(e), prepare and file with the Commission an amendment, supplement, Issuer Free Writing Prospectus or new registration statement that will correct such untrue statement or omission or effect such compliance; and the company will use its best efforts to have any amendments to the Registration Statement or

 

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new registration statement declared effective as soon as possible in order to avoid any disruption in use of the Final Prospectus Supplement; and the Company shall supply any amended or supplemental Final Prospectus Supplement or Issuer Free Writing Prospectus to such Agent in such quantities as such Agent reasonably requests.

 

(b)                                  Earnings and Other Information.   On or as soon as practicable after the date on which the Company shall make any announcement to the general public concerning its earnings or concerning any other event that is required to be described in a document filed with the Commission, the Company shall furnish such information to each Agent, confirmed in writing.

 

(c)                                   Filings with the Commission; Consent of Auditors.   The Company will:

 

(i)                                      file with the Commission (A) all applicable Final Term Sheets (as defined herein) pursuant to Rule 433(d) within the time period required by such Rule and (B) all Prospectus Supplements required to be filed pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b);

 

(ii) comply, in a timely manner, with all requirements under the Exchange Act and the rules and regulations relating to the filing with the Commission of the Company’s reports pursuant to Section 13(a) or 15(d) of the Exchange Act; and

 

(iii)                                undertake to obtain the written consent of the Company’s independent accountants as to incorporation by reference in the Registration Statement of the audited financial statements reported on by them and contained in the Company’s annual reports on Form 20-F under the Exchange Act.

 

(d)                                  Availability of Earnings Statement.   As soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement, and otherwise at the times specified in Rule 158 under the Securities Act, the Company will make generally available to its security holders an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

 

(e)                              Approval and Notification of Agents as to Registration Statement and Prospectus.   The Company will not file any Prospectus Supplement relating to the Notes or any amendment to the Registration Statement unless the Company has previously furnished to the Agents copies thereof for their review and will not file any such proposed Prospectus Supplement or amendment to which the Agents reasonably object.  The Company will notify each Agent immediately of:

 

(i)                                      the effectiveness of any amendment to the Registration Statement;

 

(ii)                                   the delivery to the Commission for filing of any amendment or supplement to the Prospectus or any document to be filed pursuant to the

 

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Exchange Act that will be incorporated by reference in the Prospectus;

 

(iii)                                the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus or any filing pursuant to the Exchange Act incorporated by reference in the Prospectus;

 

(iv)                               any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Base Prospectus or for additional information; and

 

(v)                                  (A) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus in respect of the offering of any Notes, (B) the receipt of any notice from the Commission objecting to the use of the Registration Statement or any post-effective amendment pursuant to Rule 401(g)(2), (C) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or (D) the initiation or threatening of any proceedings for any such purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective.

 

Notwithstanding the foregoing, in the case of a Pricing Supplement the Company need only seek approval of its filing from, and furnish copies thereof to, the Agent or the Agents offering the Notes covered thereby.  If the Base Prospectus is amended or supplemented as the result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such document.

 

(f)                                     Delivery to Agents of Registration Statement, Prospectus.   The Company will:

 

(i)                                      deliver to each Agent as many conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as such Agent may reasonably request; and

 

(ii)                                   furnish to each Agent as many copies of the Prospectus (as amended or supplemented) as such Agent shall reasonably request so long as such Agent is required to deliver the Prospectus in connection with sales or solicitations of offers to purchase the Notes.

 

(g)                                  Annual and Other Financial Reports.   The Company will furnish to each Agent, at the earliest time the Company makes the same available to others, copies of its annual reports and other financial reports furnished or made available to the public generally.

 

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(h)                                  Downgrading, Potential Downgrading.   The Company will promptly notify the Agents of any downgrading in the rating of the Notes or any other debt securities of the Company or of any notice of any intended or potential downgrading in the rating of the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization” (as that term is used in Rule 15c3-1 under the Exchange Act) as soon as the Company learns of any such downgrading or of any notice of any intended or potential downgrading.

 

(i)                                      Qualification of Notes for Sale to Investors.   The Company, in cooperation with the Agents, will endeavor, if necessary, to qualify the Notes for sale under the laws of such states and other jurisdictions of the United States as the Company and the Agents shall agree and to maintain such qualifications in effect so long as required for the distribution of the Notes pursuant to this Agreement; provided, however, that in no event shall the Company be obligated (i) to qualify to do business or to qualify as a dealer in any jurisdiction, (ii) to execute a general consent to service of process or (iii) to take any other action that would subject it to service of process in suits other than those arising out of the offering or sale of the Notes, or to imposition of any taxes based on all or any part of its income, in any jurisdiction.

 

(j)                                      Furnishing of Documents Certificates, Opinions.   The Company will furnish to each Agent such documents, certificates of officers of the Company and opinions of counsel to the Company relating to the business, operations and affairs of the Company, the Registration Statement, the Prospectus, the Indenture, the Notes, this Agreement, the Procedures and the performance by the Company and the Agents of their respective obligations hereunder and thereunder as such Agent may from time to time and at any time prior to the termination of this Agreement reasonably request.

 

(k)                                   No Sales of Securities Similar to Notes Sold Under Terms Agreement.   Between the date of any Terms Agreement and the earlier of (i) the Settlement Date with respect to such Terms Agreement and (ii) five Business Days after the date of such Terms Agreement, the Company will not, without the prior consent of the Purchaser that is party to such Terms Agreement (which consent shall not be unreasonably withheld or delayed), offer or sell, or enter into any agreement to sell, any debt securities of the Company (other than (i) Notes having terms significantly different from the terms of the Notes that are the subject of such Terms Agreement, (ii) commercial paper, (iii) securities offered only outside the United States and (iv) securities with respect to which the purchasers thereof have agreed with or represented to the Company that such purchasers are purchasing such securities for the purpose of investment and not with a view to or for resale), except as may otherwise be provided in any such Terms Agreement.

 

SECTION 4.                                 Payment of Expenses.   Except as may be otherwise agreed between the Company and the Agents, the Company will pay all costs and expenses incident to the performance of its obligations under this Agreement and will reimburse the Agents, in an amount and manner to be agreed upon with the Agents, as follows:

 

(i)                                      Blue Sky Fees.   The fees and expenses of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 3(i) above and of preparing a Blue Sky Memorandum (including the fees and disbursements of counsel to the Agents in connection therewith).

 

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(ii)                                   NASD Filings.   The cost of any filings related to the Notes with the National Association of Securities Dealers, Inc.

 

(iii)                                Rating Agencies’ Fees.   The fees paid to rating agencies in connection with the rating of the Notes.

 

(iv)                               Printing Expenses. The expenses incurred in printing and distributing the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto.

 

(v)                                  Counsel’s Fees.   The fees and disbursements of counsel to the Agents.

 

(vi)                               Other Costs. Such other costs and expenses as shall be agreed between the Company and the Agents.

 

SECTION 5.                                 Conditions of Obligations of Agents.   Each Agent’s obligation to solicit offers to purchase the Notes as agent of the Company and each Purchaser’s obligation to purchase Notes pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company contained herein, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements contained herein and to the following additional conditions precedent:

 

(a)                              No Stop Order.   At the date of each such solicitation, at each Settlement Date with respect to any Terms Agreement and at each resale of Notes by a Purchaser in accordance with Section 2(d) hereof, no stop order suspending the effectiveness of the Registration Statement or any amendment thereof and no order directed to any document incorporated by reference in the Prospectus, as then amended or supplemented, and no notice pursuant to Rule 401(g)(2) objecting to the use by the Company of the Registration Statement and any post-effective amendment thereto, shall have been issued and be in effect, and no stop order proceeding shall have been initiated or, to the knowledge of the Company or any Purchaser, threatened by the Commission, and no challenge shall have been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus, as then amended or supplemented; and any request by the Commission for inclusion or incorporation by reference of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.

 

(b)                                  No Untrue Statement or Omission in Registration Statement or Prospectus.   At the date of each such solicitation, at each Settlement Date with respect to any Terms Agreement and at each resale of Notes by a Purchaser in accordance with Section 2(d) hereof, neither the Registration Statement nor any amendment thereof shall contain an untrue statement of a material fact that, or omit to state a fact that is required to be stated therein or is necessary to make the statements therein not misleading; and the Prospectus, as then amended or supplemented, and any applicable Issuer Free Writing Prospectuses shall not include an untrue statement of a material fact that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

(c)                                   Other Conditions Precedent.   At the date of each such solicitation, at each Settlement Date with respect to any Terms Agreement and at each resale of Notes by a Purchaser in accordance with Section 2(d) hereof, there shall not have occurred

 

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since the respective dates as of which information is given in the Registration Statement, the Prospectus and any applicable Issuer Free Writing Prospectus, in the case of a solicitation, or since the date of such Terms Agreement, in the case of a Terms Agreement, any of the following:

 

(i)                                      No Material Adverse Change in Company’s Condition.   Any Material Adverse Change, or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business.

 

(ii)                                   No Outbreak of Hostilities or Other Calamity.   Any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Agents (or, in the case of a Terms Agreement, the Purchaser), impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes.

 

(iii)                                No Suspension in Trading.  Any suspension or material limitation by the Commission or any securities exchange of trading in any securities of the Company; any suspension or material limitation of trading generally on the New York Stock Exchange, the National Association of Securities Dealers, Inc. or in the over-the-counter market in debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal of New York State authorities or by the relevant authorities of any country issuing the currency in which the relevant Notes are denominated or payable, or a material disruption in commercial banking or securities settlement or clearance services in the United States or other relevant jurisdiction.

 

(iv)                               No Downgrading or Notice of Potential Downgrading.   Any downgrading (or any notice of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s debt securities or preferred equity securities by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

 

(v)                                  No Change in Taxation or Imposition of Exchange Controls.   Any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes.

 

(d)                                  Delivery of Opinions.   At the Closing Date, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement pursuant to Section 6 (c) hereof, the Agents (or in the case of a Terms Agreement, the Purchaser) shall have received:

 

(1)                                   Opinion of Swedish Counsel to Company.   An opinion, dated such date, of Advokatfirman Vinge, Swedish counsel to the Company, in form and substance satisfactory to the Agents (or the Purchaser, as the case may be) and counsel to the Agents, covering the matters set forth in Exhibit C hereto.

 

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(2)                                   Opinion of Counsel to the Agents.   (i) An opinion, dated such date, of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Agents, in form and substance satisfactory to the Agents (or the Purchaser, as the case may be) covering the matters set forth in Exhibit D hereto; and (ii) a letter, dated such date, of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Agents, in form and substance satisfactory to the Agents (or the Purchaser, as the case may be) covering such other matters as the Agents (or the Purchaser, as the case may be) may reasonably require.

 

(e)                                   Certificate of Officer of Company.   At the Closing Date, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement pursuant to Section 6(b) hereof, the Agents (or, in the case of a Terms Agreement, the Purchaser) shall have received a certificate of the Company, signed by the President, an Executive Director or the Treasurer of the Company and dated the Closing Date or such Settlement Date, as the case may be, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, this Agreement and any such Terms Agreement and that, to the best of his or her knowledge;

 

(i)                                      the representations and warranties of the Company in this Agreement and any such Terms Agreement are true and correct in all material respects, on the date thereof as if made on the date thereof;

 

(ii)                                   the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date of such certificate;

 

(iii)                                no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and remains in effect and no proceedings for that purpose have been instituted or, to the Company’s knowledge, are threatened by the Commission;

 

(iv) no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been issued and remains in effect; and

 

(v)                                  subsequent to the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no Material Adverse Change, except as set forth in or contemplated by the Prospectus.

 

(f)                                     Auditors’ Comfort Letter.   At the Closing Date, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement pursuant to Section 6(d) hereof, the Agents (or, in the case of a Terms Agreement, the Purchaser) shall have received from KPMG, independent public accountants for the Company, a letter, dated as of the Closing Time or such Settlement Date, as the case may be, in form and substance satisfactory to the Agents (or, in the case of a Terms Agreement, the Purchaser).

 

(g)                                  Furnishing of Documents, Opinions to Counsel for Agents.   At the Closing Date, and at each Settlement Date with respect to any Terms Agreement, counsel for the Agents shall have been furnished with such documents and opinions as they may

 

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reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related matters, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all actions taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Agents (or in the case of a Terms Agreement, the Purchaser) and counsel for the Agents.

 

(h)                                  Filings with the Commission.   The Company will have filed a final term sheet, containing solely a description of the Notes, in a form approved by the Purchaser (the “Final Term Sheet”).  The Company will have filed the Final Term Sheet and any other material required to be filed by the Company with the Commission pursuant to Rule 433 within the applicable time required by such Rule and will have filed with the Commission the relevant Prospectus Supplement required to be filed pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b).

 

If any condition specified in this Section applicable to any Terms Agreement shall not have been fulfilled, such Terms Agreement may be terminated by the Purchaser by notice to the Company at any time at or prior to the time such Purchaser accepts delivery of the Notes that are the subject of such Terms Agreement, and such termination shall be without liability of any party to any other party, except that the indemnity and contribution agreements set forth in Sections 7 and 8 hereof and the provisions of Sections 10 and 14 hereof shall remain in effect.

 

SECTION 6.                                 Additional Covenants of the Company.   The Company covenants and agrees that:

 

(a)                              Each acceptance by it of an offer to purchase Notes, and each sale of Notes to a Purchaser pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents or such Purchaser pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the Purchaser or the relevant Agent (or their respective representatives), as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time together with the applicable Disclosure Package).

 

(b)                                  Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement), or the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement), or the Company files with, or mails for filing to, the Commission any document incorporated by reference in the Prospectus, the Company shall, absent the submission of a certificate as described below, be deemed to have represented to the Agents or such Purchaser, as the case may be, as of the date of such amendment or supplement or filing, as the case may be, to the effect that the statements contained in the certificate referred to in Section 5(e) hereof that was last furnished to the Agents are true and correct at the time of such amendment or

 

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supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such representation, the Company may submit to the Agents or such Purchaser, as the case may be, a certificate of the same tenor as the certificate referred to in said Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate, together with the applicable Disclosure Package.

 

(c)                                   Each time that:

 

(i)                                      the Company files with, or mails for filing to, the Commission its Annual Report on Form 20-F;

 

(ii)                                   the Registration Statement or the Prospectus is amended or supplemented to reflect a material development affecting the business, operations or financial condition of the Company or a material change in the terms of the Notes;

 

(iii)                                any Agent reasonably determines that a material development affecting the business, operations or financial condition of the Company has occurred; or

 

(iv)                               the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement);

 

the Company shall (in the case of (iv) above) or shall if requested by any Agent (in the case of (i), (ii) or (iii) above) forthwith furnish or cause to be furnished to the Agents or such Purchaser, as the case may be, the written opinions and letters of Swedish counsel to the Company and counsel to the Agents, dated the date of delivery thereof, in form satisfactory to the Agents or such Purchaser, as the case may be, of the same tenor as the opinions referred to in Sections 5 (d) (1) and 5(d) (2) hereof but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of delivery thereof or, in lieu of such opinions, each counsel last furnishing such an opinion or letter to the Agents shall furnish the Agents or such Purchaser, as the case may be, with a letter to the effect that the Agents or such Purchaser, as the case may be, may rely on such last opinion or letter to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

 

(d)                            Each time that:

 

(i)                                      the Company files with, or mails for filing to, the Commission its Annual Report on Form 20-F;

 

(ii)                                   the Registration Statement or the Prospectus is amended or supplemented to reflect a material development affecting the business, operations or financial condition of the Company or a material change in the terms of the Notes; or

 

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(iii)                                any Agent reasonably determines that a material development affecting the business, operations or financial condition of the Company has occurred; or

 

(iv)                               the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement);

 

the Company shall (in the case of (iv) above) or shall if requested by any Agent (in the case of (i), (ii) or (iii) above) forthwith furnish or cause to be furnished to the Agents or such Purchaser, as the case may be, a letter of KPMG (or their successors as independent public accountants for the Company) a letter, dated the date of filing of such Annual Report (in the case of (i) above), amendment or supplement (in the case of (ii) above), the date of such request (in the case of (iii) above), or the date of such sale (in the case of (iv) above), in form satisfactory to the Agent or such Purchaser, as the case may be, and counsel. to the Agents, of the same tenor as the letter referred to in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided , however , that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for an interim reporting period, KMPG (or their successors as independent public accountants for the Company) may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents or such Purchaser, as the case may be, or counsel to the Agents, such letter should cover such other information.

 

SECTION 7.                                 Indemnification.

 

(a)                                   Indemnification by Company of Agents, Purchasers and their Control Persons.   The Company agrees to indemnify and hold harmless each Agent and any Purchaser and each person, if any, who controls each Agent and any Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, liabilities, claims, damages and expenses, joint or several, and any action in respect thereof, to which such Agent or Purchaser may become subject, under the Securities Act or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any applicable Issuer Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each indemnified party for any legal or other expenses reasonably incurred by such indemnified party, as such expense is incurred, in connection with investigating or defending any action or claim as to which it is entitled to indemnification hereunder; provided, however, that the Company will not be liable in any such case to the extent that such loss, liability, claim, change or expense arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, any Prospectus or any applicable Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Agent or Purchaser expressly for use in the

 

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Registration Statement, such Prospectus or such Issuer Free Writing Prospectus.

 

(b)                                  Indemnification by Agents and Purchasers of Company, its Directors, Officers and Control Persons.   Each of the Agents, severally and not jointly, and any Purchaser agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act against any and all loss, liability, claim, damage and expense to the same extent (including, without limitation, the reimbursement of expenses) as the indemnity contained in subsection (a) of this Section 7, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any Prospectus or any applicable Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Agent or Purchaser expressly for use in the Registration Statement, such Prospectus or such Issuer Free Writing Prospectus. The Company acknowledges that (i) the names of the Agents set forth on the cover page and on page S-4 of the Prospectus Supplement dated January 30, 2006, (ii) the information in the sub-paragraph entitled “Stabilization” set forth on page S-5 of the Prospectus Supplement dated January 30, 2006 and (iii) under the heading “Plan of Distribution” in the Prospectus Supplement dated January 30, 2006, the information contained in (x) the second and fourth sentences of the fifth paragraph, (y) the second sentence of the sixth paragraph and (z) the entire sixth paragraph, constitute the only information furnished in writing by or on behalf of the several Agents for inclusion in the documents referred to in the foregoing indemnity, and each of you confirms that such statements are correct.

 

(c)                                   Notice by Indemnified Party to Indemnifying Party.   Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under such subsection (except to the extent the indemnifying party was materially prejudiced by such omission) or otherwise.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party (or such other release of the indemnified party as shall be satisfactory to the indemnified party) from all liability arising out of such action or claim and

 

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(ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

 

SECTION 8.                                 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 7 is for any reason held to be unavailable to, or insufficient to hold harmless, the Company or an Agent or Purchaser other than in accordance with its terms, the Company and such Agent or Purchaser shall contribute to the aggregate losses, liabilities, claims, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 7(c), then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Agents on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of such Notes purchased under this Agreement (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Agents with respect to such Notes purchased under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Agents on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this Section 8 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, no Agent shall be required to contribute in the aggregate any amount in excess of the amount by which the total price at which the Notes purchased by it and distributed to or placed by it with investors were offered to investors exceeds the aggregate amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Agents’ obligations in this Section 8 to contribute are several in proportion to their respective purchase obligations and not joint.

 

SECTION 9.                                 Status of the Agents. In soliciting offers to purchase Notes from the Company, each of you is acting solely as agent for the Company and not as principal. Each Agent will use its best efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by such Agent

 

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and accepted by the Company but no Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason.

 

SECTION 10.                           Representations, Warranties and Agreements to Survive Delivery.   All representations and warranties contained in this Agreement or any Terms Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Agent or Purchaser or any controlling person, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes.

 

SECTION 11.                           Termination.

 

(a)                                   Termination upon Notice of this Agreement.  This Agreement may be terminated for any reason, at any time, by the Company as to any of you or by any of you insofar as this Agreement relates to you as Agent, upon the giving of one day’s written notice of such termination to each other party hereto.

 

(b)                                  Termination of Terms Agreement. Any Purchaser may terminate any Terms Agreement, immediately upon notice to the Company, if at any time since the date of such Terms Agreement and prior to the delivery of and payment for the Notes on the Settlement Date relating thereto:

 

(i)                                      there has been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or

 

(ii)                                   there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes; or

 

(iii)                                there has occurred:  a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on the New York Stock Exchange, the National Association of Securities Dealers Inc. or the over-the-counter  market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities of any country issuing any foreign or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or other relevant jurisdiction; or

 

(iv)                               there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436 (g) (2) under the Securities Act; or

 

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(v)                                  there has been any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; or

 

(vi)                               there shall have come to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

 

(c)                                   Liability Upon Termination.   In the event of any such termination, none of the parties will have any liability to the other parties hereto, except that

 

(1)                                   each Agent shall be entitled to any commissions earned in accordance with the fourth paragraph of Section 2(a) hereof;

 

(2)                                   if at the time of termination

 

(i)                                      any Purchaser shall own any of the Notes with the intention of reselling them or

 

(ii)                                   an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the Purchaser or his agent of the Note or Notes relating thereto has not occurred, then, the covenants set forth in Sections 3 and 6 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be; and

 

(3)                                   the covenant set forth in Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 14 hereof shall remain in effect.

 

SECTION 12.                           Default by an Agent Purchasing Notes as Principal.   With respect to a syndicated issue, if one or more of the Purchasers purchasing Notes as principal hereunder pursuant to a Terms Agreement shall fail to purchase the Notes which it or they agreed to purchase (the “Defaulted Notes”), then the lead nondefaulting Purchaser shall have the right, within 24 hours thereafter, to make arrangements for one or more of the nondefaulting Purchasers, or any other persons, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided , however , that if such arrangements are not completed within such 24-hour period, then:

 

(i)                                      if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes agreed to be purchased in such transaction by all Purchasers, then the nondefaulting Purchaser or Purchasers shall be obligated to purchase the entire aggregate principal amount of the Defaulted Notes in the proportion(s) that it or their respective underwriting obligations under the applicable agreement to

 

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purchase such Notes as principal bear to the underwriting obligations of all nondefaulting Purchasers under the applicable Terms Agreement; or

 

(ii)                                   if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes agreed to be purchased in such transaction by all Purchasers, then the nondefaulting Purchaser or Purchasers shall not be under any obligation to purchase any of the Notes agreed by the Purchasers to be purchased as principal in such transaction and the applicable Terms Agreement as principal shall terminate without liability on the part of any nondefaulting Purchaser or Purchasers.

 

Nothing herein shall relieve a defaulting Purchaser of its liability, if any, to the Company and any nondefaulting Purchaser for its default hereunder.

 

In the event of a default by any Purchaser as set forth in this Section 12 which does not result in the termination of the applicable Terms Agreement, the Settlement Date with respect to such purchase of Notes as principal shall be postponed for such period, not exceeding seven days, as the lead nondefaulting Purchaser shall determine in order to effect any necessary changes in the Prospectus or in any other documents or arrangements.

 

SECTION 13.                           Notices.   All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents and to the Company shall be directed as follows:

 

Notices to Deutsche Bank Securities Inc. shall be directed to:

 

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention:  Bryan Guerra

(fax:  (212) 468-5246).

 

Notices to Goldman, Sachs & Co. shall be directed to:

 

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention:  Registration Department

(fax:  (212) 357-5505).

 

Notices to Lehman Brothers Inc. shall be directed to:

 

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Attention:  Fixed Income Syndicate/Medium-Term Note Desk

(fax:  (212) 526-0943).

 

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Notices to Merrill Lynch & Co. shall be directed to:

 

Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner

& Smith Incorporated

4 World Financial Center

New York, New York 10281

Attention:  MTN Product Management

(fax:  (212) 449-2234).

 

Notices to Morgan Stanley & Co. Incorporated shall be directed to:

 

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Attention:  Manager, Continuously Offered Products

(fax:  (212) 507-2409).

 

Notices to the Company shall be directed to:

 

AB Svensk Exportkredit

Västra Trädgardsgatan 11 B

P.O. Box 16368

S-103 27 Stockholm, Sweden

Attention:  Capital Markets

(fax:  48-8-203894; telex:  12166 SEK S).

 

SECTION 14.                      Parties.   This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon each Agent and Purchaser and the Company and their respective successors. Nothing expressed or mentioned in this Agreement or any Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase.

 

SECTION 15.                           Governing Law; Jurisdiction.

 

(a)                                   Governing Law.   This Agreement and any Terms Agreement shall be governed by and construed in accordance with the law of the State of New York for all purposes, except that matters relating to the authorization and execution by the Company of this Agreement and any Terms Agreement shall be governed by the law of Sweden.

 

(b)                             Submission to Jurisdiction.   The Company (i) agrees that any legal suit, action or proceeding based on this Agreement or any Terms Agreement brought by any Agent

 

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or any Purchaser or any person controlling any Agent or any Purchaser may be instituted in any federal or state court in the County of New York, the State of New York, (ii) to the fullest extent permitted by applicable law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding.  The Company has designated and appointed the Swedish Consulate-General as the Company’s authorized agent to accept and acknowledge on the Company’s behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the

 

Swedish Consulate-General

One Dag Hammarskjold Plaza

885 Second Avenue

New York, New York 10017

 

(or such other address in the Borough of Manhattan, City of New York, as the Company may designate by written notice to each Agent) together with written notice of said service to the Company, delivered to

 

AB Svensk Exportkredit

Västra Trädgardsgatan 11 B

P.O. Box 16368

S-103 27 Stockholm, Sweden

Attention:  Legal Counsel

 

shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable until the principal, premium and interest, in each case if any, in respect of the Notes and all other sums owing by the Company in accordance with the provisions of the Notes and the Indenture have been paid in full by the Company in accordance with the provisions thereof. The Company agrees to take all action as may be necessary to continue the designation and appointment of the Swedish Consulate-General in full force and effect so that the Company shall at all times have an agent for service of process for the above purposes in the State and County of New York. Notwithstanding the foregoing, any legal suit, action or proceeding based on this Agreement or any Terms Agreement may be brought by any Agent or any Purchaser or any person controlling any Agent or any Purchaser in any competent court in Sweden.

 

(c)                                   Waiver of Immunity.   The Company irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any legal suit, action or proceeding by any Agent relating in any way to this Agreement or by any Purchaser relating in any way to any Terms Agreement between the Company and such Purchaser which may be instituted in any federal or state court in the City and State of New York or in any other country or jurisdiction by any Agent or any such Purchaser or any person controlling any Agent or any such Purchaser, and the Company will not raise or claim or cause to be pleaded any such immunity at or in respect of any such legal suit, action or proceeding.

 

SECTION 16.                           Headings.   The headings contained in this Agreement have

 

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been inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

 

SECTION 17.                           Counterparts.   This Agreement may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between you and the Company in accordance with its terms.

 

						Very truly yours,
						AB SVENSK EXPORTKREDIT (PUBL.) (Swedish Export Credit Corporation)
						By	/s/ PETER YNGWE
						Title: President
CONFIRMED AND ACCEPTED, as of the date first above written:
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated
By		/s/ DIANE KENNA
Title:					Diane Kenna, Authorized Signatory
DEUTSCHE BANK SECURITIES INC.
By		/s/ NIGEL W. H. CREE                 /s/ JEANMARIE GENIRS
Title			Managing Director                           Managing Director
GOLDMAN, SACHS & CO.
/s/ GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
LEHMAN BROTHERS INC.
By		/s/ MARTIN GOLDBERG
Title:				Sr. Vice President
MORGAN STANLEY & CO. INCORPORATED
By	/s/ MICHAEL FUSCO
Title:				Executive Director

 

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