Open Joint Stock Company Gazprom

LOAN AGREEMENTThe following is the text of the Loan Agreement which has been entered into between the Bankand Gazprom:LOAN AGREEMENT, dated 16 October 2002 BETWEEN(1) OPEN JOINT STOCK COMPANY GAZPROM ("Gazprom");(2) SALOMON BROTHERS AG (the "Bank").WHEREAS, the Bank has at the request of Gazprom agreed to make available to Gazprom aloan facility in the amount of U.S.$500,000,000 on the terms and subject to the conditions of thisAgreement; andWHEREAS, it is intended that the Bank will issue certain loan participation notes based onamounts payable by Gazprom under the loan facility.NOW IT IS HEREBY AGREED as follows:1 Definitions and Interpretation1.1 DefinitionsIn this Agreement (including the recitals), the following terms shall have the meanings indicated."Advance" means the advance to be made under Clause 3 of the sum equal to the amount ofthe Facility."Affiliates" of any specified Person means any other Person, directly or indirectly, controlling orcontrolled by or under direct or indirect control with such specified Person. For the purposes ofthis definition, "control" when used with respect to any Person means the power to direct themanagement and policies of such Person, directly or indirectly, whether through the ownership ofvoting securities, by contract or otherwise; and the terms "controlling" and "controlled" havemeanings correlative to the foregoing."Agreed Form" means that the form of the document in question has been agreed between theproposed parties thereto and that either a copy thereof has been signed for the purpose ofidentification on behalf of each of Linklaters and Cleary, Gottlieb, Steen, Hamilton, Moscow orsuch document has been signed on behalf of the parties thereto and delivered to Linklaters to beheld in escrow pending release on the Closing Date."Agreement" means this Agreement as originally executed or as it may be amended from timeto time."Business Day" means a day on which (a) the London Interbank Market is open for dealingsbetween banks generally, and (b) if on that day a payment is to be made hereunder, commercialbanks generally are open for business in Frankfurt am Main, New York City and in the city wherethe specified office of the Principal Paying Agent is located."Consolidated Net Tangible Assets" means the total of all assets less (i) total liabilities, (ii)goodwill, trade names, trade marks, service marks, patents, licences, organisational expenses,research and development expenses, unamortised debt discount and expense, unamortiseddeferred charges and all other like intangible assets, (iii) all write-ups of fixed assets, net ofaccumulated depreciation thereon, after 31 December 2001 excluding, for the avoidance ofdoubt, any restatement for changes in the general purchasing power of the Rouble in accordancewith IAS 29 "Financial Reporting in Hyperinflationary Economics" and revaluations supported byan independent appraisal completed by an appropriately qualified firm and (iv) preferred stock, ifany, all as set forth on the most recent consolidated balance sheet of Gazprom and itsconsolidated Subsidiaries prepared in accordance with IAS.58