Open Joint Stock Company Gazprom

"Subsidiary" means, with respect to any Person, (i) any corporation, association or otherbusiness entity of which at least 50% of the total voting power of shares of Capital Stock entitled(without regard to the occurrence of any contingency) to vote in the election of directors,managers or trustees thereof is at the time owned or controlled, directly or indirectly, by suchPerson or one or more of the other Subsidiaries of such Person (or any combination thereof) and(ii) any partnership (a) the sole general partner or the managing general partner of which is suchPerson or a Subsidiary of such person or (b) the only general partners of which are such Personor of one or more Subsidiaries of such Person (or any combination thereof)."Taxes" means any taxes (including interest or penalties thereon) which are now or at any timehereafter imposed, assessed, charged, levied, collected, demanded, withheld or claimed by theRussian Federation, the Federal Republic of Germany or any taxing authority thereof or thereinor any organisation of which the Russian Federation or the Federal Republic of Germany may bea member or with which the Russian Federation or the Federal Republic of Germany may beassociated or any country or state from or through which Gazprom makes payments hereunder,provided, however, that for the purposes of this definition the references to the Federal Republicof Germany shall, upon the occurrence of the Relevant Event (as this term is defined in the TrustDeed), be deemed to be references to the jurisdiction in which the Trustee is domiciled for taxpurposes; and the term "Taxation" shall be construed accordingly."Trust Deed" means the trust deed to constitute the Notes for the equal and rateable benefit ofthe Noteholders to be dated the Closing Date between the Bank and the Trustee as amended,varied or supplemented from time to time."Trustee" means The Bank of New York acting through its London Branch, as trustee under theTrust Deed and any successor thereto as provided thereunder.1.2 Other DefinitionsUnless the context otherwise requires, terms used in this Agreement which are not defined in thisAgreement but which are defined in the Trust Deed, the Notes, the Paying Agency Agreement orthe Subscription Agreement shall have the meanings assigned to such terms therein.1.3 InterpretationUnless the context or the express provisions of this Agreement otherwise require, the followingshall govern the interpretation of this Agreement.1.3.1 All references to "Clause" or "sub-Clause" are references to a Clause or sub-Clause ofthis Agreement.1.3.2 The terms "hereof", "herein" and "hereunder" and other words of similar import shallmean this Agreement as a whole and not any particular part hereof.1.3.3 Words importing the singular number include the plural and vice versa.1.3.4 All references to "taxes" include all present or future taxes, levies, imposts and duties ofany nature and the terms "tax" and "taxation" shall be construed accordingly.1.3.5 The table of contents and the headings are for convenience only and shall not affect theconstruction hereof.2 Facility2.1 FacilityOn the terms and subject to the conditions set forth herein, the Bank hereby agrees to lendGazprom, and Gazprom hereby agrees to borrow from the Bank, U.S.$500,000,000.62