10.6 Payment of Taxes and Other ClaimsSo long as any amount remains outstanding hereunder, <strong>Gazprom</strong> shall pay or discharge or causeto be paid or discharged, before the same shall become overdue, all taxes, assessments andgovernmental charges levied or imposed upon, or upon the income, profits or property of<strong>Gazprom</strong>; provided that <strong>Gazprom</strong> shall not be required to pay or discharge or cause to be paidor discharged any such tax, assessment, charge or claim (a) whose amount, applicability orvalidity is being contested in good faith by appropriate proceedings and for which adequatereserves in accordance with IAS or other appropriate provision has been made or (b) whoseamount, together with all such other unpaid or undischarged taxes, assessments, charges andclaims, does not in the aggregate exceed U.S.$100,000,000.10.7 Withholding Tax Exemption10.7.1 The Bank shall use its best endeavours to provide <strong>Gazprom</strong> no later than 10 businessdays before the first interest payment date (and thereafter as soon as possible at thebeginning of each calendar year but not later than 10 business days prior to the firstinterest payment date in that year) with the certificate, issued and certified by thecompetent German authorities, confirming that the Bank is resident in Germany,provided that the Bank shall not be responsible for any failure to provide, or any delaysin providing, such residency certificate as a result of any action or inaction of thecompetent German authorities, but shall notify <strong>Gazprom</strong> as soon as practicable aboutany such failure or delay with an indication of the actions taken by the Bank to obtainsuch residency certificate.10.7.2 <strong>Gazprom</strong> and the Bank agree that, should the Russian legislation regulating theprocedure for obtaining an exemption from Russian income tax withholding change thenthe procedure referred to in sub-Clause 10.7.1 will be deemed changed accordingly.10.8 Maintenance of InsuranceSo long as any amount remains outstanding hereunder, <strong>Gazprom</strong> and any Principal Subsidiaryshall keep those of their properties which are of an insurable nature insured with insurers whoimplement good business practices and are believed by <strong>Gazprom</strong> or such Principal Subsidiary,as the case may be, to be responsible against loss or damage to the extent that property ofsimilar character is usually so insured by corporations in the same jurisdictions similarly situated.10.9 Reports10.9.1 So long as any amount remains outstanding hereunder, <strong>Gazprom</strong> will furnish to the Bankcommencing with the year ending 31 December 2001, within 9 months of the relevantyear-end audited annual financial statements prepared in accordance with IAS, includinga report thereon by <strong>Gazprom</strong>'s certified independent accountants.10.9.2 On each Interest Payment Date, <strong>Gazprom</strong> shall deliver to the Bank a written notice in theform of an Officers' Certificate stating whether any Potential Event of Default or Event ofDefault has occurred and, if it has occurred and shall be continuing, what action<strong>Gazprom</strong> is taking or proposes to take with respect thereto.10.9.3 <strong>Gazprom</strong> will on request of the Bank provide the Bank with such further information,other than information which <strong>Gazprom</strong> determines in good faith to be confidential, aboutthe business and financial condition of <strong>Gazprom</strong> and its Subsidiaries as the Bank mayrequire (including pursuant to Clauses 15.5 and 15.12 of the Trust Deed).10.10 Compliance with Terms of Trust DeedThe Bank agrees that it will observe and comply with its obligations set out in the Trust Deed andwill not agree to any amendment to the terms of such Trust Deed without prior consultation, ifreasonably practicable, with <strong>Gazprom</strong>. In addition, the Bank agrees that it will only exercise its72
power to appoint a new Trustee pursuant to Clause 27.1 of the Trust Deed with the consent of<strong>Gazprom</strong> (such consent not to be unreasonably withheld or delayed).11 Events of Default11.1 Events of DefaultIf one or more of the following events of default (each, an "Event of Default") shall occur and becontinuing, the Bank shall be entitled to the remedies set forth in sub-Clause 11.3.11.1.1 <strong>Gazprom</strong> fails to pay within three Business Days any amount payable hereunder as andwhen such amount becomes payable in the currency and in the manner specified herein,provided that such default will not be an Event of Default if (i) it occurs by reason only ofadministrative or technical difficulties affecting the transfer of the funds due from<strong>Gazprom</strong>, (ii) <strong>Gazprom</strong> issued the appropriate transfer and payment instructions insufficient time to permit the transfer and payment of the amount due to be made on itsdue date and (iii) the Bank receives from <strong>Gazprom</strong> that amount within six Business Daysafter the due date for payment.11.1.2 <strong>Gazprom</strong> fails to perform or observe any of its other obligations under this Agreementand (except where in any such case that failure is not capable of remedy when no suchnotices as is hereinafter mentioned will be required) that failure continues for the periodof 30 days (or such longer period as the Bank may permit) next following the submissionby the Bank to <strong>Gazprom</strong> of notice in writing requesting the same to be remedied.11.1.3 Any representation or warranty of <strong>Gazprom</strong> or any statement deemed to be made by<strong>Gazprom</strong> in this Agreement or in any other document, certificate or notice delivered tothe Bank in connection with this Agreement or the issue of Notes proves to have beeninaccurate, incomplete or misleading in any material respect at the time it was made orrepeated or deemed to have been made or repeated.11.1.4 <strong>Gazprom</strong> or any Principal Subsidiary (i) fails to pay any of its Financial Indebtedness asand when such Financial Indebtedness becomes payable, taking into account anyapplicable grace period or (ii) fails to perform or observe any covenant or agreement tobe performed or observed by it contained in any other agreement or in any instrumentevidencing any of its Financial Indebtedness if, as a result of such failure, any other partyto such agreement or instrument is entitled to exercise, and has not irrevocably waived,the right to accelerate the maturity of any amount owing thereunder; provided, that thetotal amount of such Financial Indebtedness unpaid or capable of being acceleratedexceeds U.S.$20,000,000 (or its equivalent in another currency); provided however thatthis sub-Clause 11.1.4 shall not apply to foreign currency Financial Indebtedness owedto Russian Persons.11.1.5 <strong>Gazprom</strong> or any Principal Subsidiary commences negotiations with its creditorsgenerally with a view to the general readjustment or rescheduling of its indebtedness ormakes a general assignment for the benefit of or a composition with its creditorsgenerally; provided that in the case of a Principal Subsidiary the same could have aMaterial Adverse Effect.11.1.6 <strong>Gazprom</strong> or any Principal Subsidiary takes any corporate action or any order is made bya competent court for its winding-up, dissolution, external administration or reorganisationwhether by way of voluntary arrangement, scheme of arrangement orotherwise or for the appointment of a liquidator, receiver, administrator, administrativereceiver, conservator, custodian, trustee or similar officer of it or of all or a material partof its revenues and assets.11.1.7 <strong>Gazprom</strong> or any Principal Subsidiary (i) fails or is unable to pay its debts generally asthey become due or (ii) commences a voluntary case in bankruptcy or any other actionor proceeding for any other relief under any law affecting creditors' rights as is similar to73
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OFFERING CIRCULARJOINT-STOCKCOMPANY
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classifications and methodologies,
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INVESTMENT CONSIDERATIONSAn investm
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Relationship with the GovernmentThe
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elation to its assets and operation
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Ethnic and religious differences in
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TRANSACTION SUMMARYThe transaction
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SELECTED FINANCIAL INFORMATIONThe s
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CAPITALISATIONThe following table s
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OAO GAZPROMPrivatisation and Format
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OAO GAZPROMIAS CONSOLIDATED STATEME
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OAO GAZPROMNOTES TO THE IAS CONSOLI
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PRlCEWATERHOUSECOOPERSZAO Pricewate
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OAO GAZPROMINVESTOR RELATIONSThe Co
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LEGAL ADVISERSTo the CompanyAs to R
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