Open Joint Stock Company Gazprom

(ix)(x)(xi)(xii)any Encumbrance securing Financial Indebtedness not exceeding 50 per cent. ofGazprom's Consolidated Net Tangible Assets at any time of determination;any Encumbrance arising out of the refinancing, extension, renewal or refunding of anyFinancial Indebtedness of Gazprom or any Subsidiary secured by any PermittedEncumbrance, provided that such Financial Indebtedness is not increased and, if theproperty, income or assets securing any such Financial Indebtedness are changed inconnection with any such refinancing, extension, renewal or refunding, the value of theproperty, income or assets securing such Financial Indebtedness is not increased;any Encumbrance over any goods or products, or documents, insurance policies or salecontracts in relation to any goods or products, arising in the ordinary course of trading inconnection with the provision of a letter of credit or any similar transaction where suchEncumbrance secures only so much of the acquisition cost or selling price (and amountsincidental thereto) of such goods or products which is required to be paid within 120 daysafter the date upon which liability in respect of the same was first incurred; anda right of set-off, right to combine accounts or any analogous right which any bank orother financial institution may have relating to any credit balance of any member of theGroup."Person" means any individual, corporation, partnership, limited liability company, joint venture,association, joint-stock company, trust, unincorporated organisation, government, or any agencyor political subdivision thereof or any other entity."Potential Event of Default" means any event which is, or after notice or passage of time or bothwould be, an Event of Default."Principal Subsidiary" means at any relevant time a Subsidiary of Gazprom;(i)(ii)whose total assets or gross revenues (or, where the Subsidiary in question preparesconsolidated accounts, whose total consolidated assets or gross consolidated revenues,as the case may be) represent not less than 5% of the total consolidated assets or thegross consolidated revenues of Gazprom and its Subsidiaries, all as calculated byreference to the then latest audited accounts (or consolidated accounts as the case maybe) of such Subsidiary and the then latest audited consolidated accounts of Gazpromand its consolidated Subsidiaries; orto which is transferred all or substantially all the assets and undertaking of a Subsidiarywhich immediately prior to such transfer is a Principal Subsidiary."Project Financing" means any financing of all or part of the costs of the acquisition,construction, development or operation of any asset or project if the person or persons providingsuch financing expressly agrees to limit its recourse solely to the asset or project financed andthe revenues derived from such asset or project as the principal source of repayment for themoneys advanced."Put Settlement Date" means 21 October 2005."Rate of Interest" has the meaning assigned to such term in sub-Clause 4.1."Repayment Date" means 21 October 2009."Same-Day Funds" means Dollar funds settled through the New York Clearing House InterbankPayments System or such other funds for payment in Dollars as the Bank may at any timedetermine to be customary for the settlement of international transactions in New York City of thetype contemplated hereby."Subscription Agreement" means the agreement dated the date hereof between the Bank,Gazprom, Salomon Brothers International Limited and Credit Suisse First Boston (Europe)Limited providing for the issuance of the Notes.61