Open Joint Stock Company Gazprom

"Dollars", "$" and "U.S.$" means the lawful currency of the United States of America."Encumbrance" means any mortgage, charge, pledge, lien (other than a lien arising solely byoperation of law which is discharged within 45 days of arising) or other security interest securingany obligation of any Person or any other type of preferential arrangement (including any titletransfer and retention arrangement) having a similar effect."Environmental Law" means any applicable law in any jurisdiction in which any member of theGroup conducts business which relates to the pollution or protection of the environment or harmto or the protection of human health or the health of animals or plants."Event of Default" has the meaning assigned to such term in sub-Clause 11.1 hereof."Facility" means the facility specified in Clause 2."Financial Indebtedness" means any obligation for the payment of money in any currency, otherthan an obligation for the payment of money in the lawful currency for the time being of theRussian Federation payable to any person domiciled, resident or having its head office orprincipal place of business in the Russian Federation, whether sole, joint or several, and whetheractual or contingent, in respect of:(a)(b)(c)(d)(e)(f)moneys borrowed or raised (including the capitalised value of obligations under financialleases and hire purchase agreements and deposits, but excluding moneys raised by wayof the issue of share capital (whether or not for a cash consideration) and any premiumon such share capital) and interest and other charges thereon or in respect thereof;any liability under any debenture, bond, note, loan stock or other security or under anyacceptance or documentary credit, bill discounting or note purchase facility or any similarinstrument;any liability in respect of the deferred acquisition cost of property, assets or services tothe extent payable after the time of acquisition or possession thereof by the party liable,but not including any such liability in respect of normal trade credit for a period notexceeding six months for goods or services supplied;any liability under any interest rate or currency hedging agreement;any liability under or in respect of any bonding facility, guarantee facility or similar facility;and(without double counting) any guarantee or other assurance against financial loss inrespect of such moneys borrowed or raised, interest, charges or other liability (whetherthe person liable in respect of such moneys borrowed or raised, interest, charges or otherliability is or is not a member of the Group),but not where the same relates to or is in connection with any Project Financing."Group" means Gazprom and its Subsidiaries taken as a whole."IAS" means the International Accounting Standards issued by the International AccountingStandards Committee (as amended, supplemented or re-issued from time to time)."Interest Payment Date" means 21 April and 21 October of each year."Loan", at any time, means an amount equal to the aggregate principal amount of the Facilitygranted by the Bank pursuant to this Agreement."Material Adverse Effect" means a material adverse effect on (a) the financial condition oroperations of Gazprom and its Principal Subsidiaries or (b) Gazprom's ability to perform itsobligations under this Agreement or (c) the validity or enforceability of this Agreement or therights or remedies of the Bank under this Agreement.59