FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Dated October 23, 2008

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Aktiebolaget Svensk Exportkredit
Swedish Export Credit Corporation

(Translation of Registrant’s Name into English)

 

Västra Trädgårdsgatan 11 B
Stockholm
Sweden

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

 

Form 20-F    x

 

Form 40-F    o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   N/A

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   N/A

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

 

Yes    o

No    x

 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 

 



 

The Registrant hereby incorporates this Report on Form 6-K by reference in Registration Statement no. 333-131369 filed by the Registrant with the Securities and Exchange Commission on Form F-3ASR under the Securities Act of 1933.

 

The document attached to this Report and labeled Exhibit 4 is the third supplement to the indenture described in the aforementioned Registration Statement. Such supplement is incorporated into such Registration Statement and shall hereafter affect the terms of the debt securities issued pursuant thereto.

 

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SIGNATURE

 

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: October 23, 2008

 

 

 

AB Svensk Exportkredit

 

 

 

 

(Swedish Export Credit Corporation)

 

 

 

 

By:

/s/ Peter Yngwe

 

 

 

 

 

Peter Yngwe, President

 

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Exhibit Index:

 

Exhibit Number

 

Description

Exhibit 4

 

Third Supplement Indenture, dated as of October 23, 2008

 


Exhibit 4

 

EXECUTION COPY

 

THIRD SUPPLEMENTAL INDENTURE

 

THIRD SUPPLEMENTAL INDENTURE, dated as of October 23, 2008 further to the SECOND SUPPLEMENTAL INDENTURE dated as of January 30, 2006 and the FIRST SUPPLEMENTAL INDENTURE dated as of June 2, 2004 (together “the First and Second Supplemental Indentures”) to the INDENTURE, dated as of August 15, 1991 (as supplemented by the First and Second Supplemental Indentures, the “Indenture”) between AKTIEBOLAGET SVENSK EXPORTKREDIT (Swedish Export Credit Corporation) (the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to The First National Bank of Chicago and J.P. Morgan Trust Company, National Association), 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 Third 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 Third Supplemental Indenture shall have the respective meanings given them in the Indenture.

 

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

 

(a) Section 1.01 shall be amended by adding the following definition:

 

““Transfer Agent” means any Person authorized by the Company to record any transfers in respect of any Debt Securities on behalf of the Company.”

 

(b) Section 2.02 shall be amended by deleting the period following “Global Securities” and adding “, including the Company’s master Global Security, held and administered by the Trustee.”

 

(c) Section 3.07 shall be amended by deleting the second paragraph, beginning “Payment of interest,” and replacing such paragraph with the following:

 

“Payment of interest, premium, and principal, if any, in respect of any Registered Security may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer to an account designated by such Person entitled thereto, provided that such Person owns at least U.S.$ 10,000,000 in aggregate principal amount or its equivalent of Debt Securities, and, not less than 15 calendar days before the payment date, such Person has notified the Paying Agent of his election to receive

 



 

payment by wire transfer and provided to the Paying Agent the relevant bank account information and wire transfer instructions, or (iii) by any other means acceptable to the Trustee specified pursuant to Section 3.01.”

 

(d) Section 3.11(a) shall be amended by adding at the end thereof, “Notwithstanding the foregoing, if Dollars are not available for making payments due to the imposition of exchange controls or other circumstances beyond the Company’s control, then the Holders of any such Debt Securities will receive payments in such specified currency until Dollars are again available for making such payments.”

 

(e) Section 3.11 shall be amended by adding section (f), which shall read in its entirety:

 

“(f)          If so specified in the applicable Debt Security, the Company may at its option, and without the consent of the Holders thereof, redenominate a Debt Security issued in the currency of a country that has subsequently adopted the Euro as its currency, into Euro.  The provisions relating to any such redenomination will be contained in the applicable Debt Security.”

 

(f) Section 3.11 shall be amended by adding section (g), which shall read in its entirety:

 

“(g)         Notwithstanding any provision of this Indenture, (i) other than with respect to Bearer Securities, Holders requesting or receiving payments in any currency other than Dollars for any reason must provide wire transfer instructions to an account in the relevant currency not less than 15 calendar days prior to the first relevant date of payment, (ii) the Trustee shall only be required to effect delivery of physical settlement items in accordance with applicable law and procedures mutually agreed between the Company and the Trustee, and (iii) notwithstanding Section 6.01 hereof, with prior consultation with the Trustee, the Company shall appoint an appropriate Exchange Rate Agent and/or Paying Agent for each series of Debt Securities denominated in, or subject to redenomination into, a currency other than Dollars.”

 

(g) Section 6.01 shall be amended by adding section (e) which shall read in its entirety:

 

“(e)         Unless otherwise provided, the Trustee is hereby appointed by the Company to act initially in the capacity of Transfer Agent, Security Registrar, Paying Agent, and Exchange Rate Agent.”

 

Section 3. Continuation of Indenture. The Indenture, as modified by this Third Supplemental Indenture with the effect set forth in Section 9.04, shall remain in full force and effect.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Third 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/ Per Åkerlind

 

By

/s/ Richard Anund

 

 

 

 

 

 

 

Name:

Per Åkerlind

 

Name:

Richard Anund

 

Title:

Chief Financial Officer

 

Title:

Head of Funding

 

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY,

 

NATIONAL ASSOCIATION

 

 

 

 

 

 

 

By

/s/ Benita A. Vaughn

 

 

 

 

 

Name:

Benita A. Vaughn

 

Title:

Vice President

 

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