execution of this Agreement and all related documents, the Notes and all related documents,including, without limitation, the fees and expense of its counsel.13.2 Payment of Ongoing ExpensesIn addition, <strong>Gazprom</strong> hereby agrees to pay to the Bank on demand in Dollars all ongoingcommissions, costs, fees and expenses payable by the Bank under or in respect of theSubscription Agreement, the Paying Agency Agreement, the Trust Deed and the Trustee SideLetter. <strong>Gazprom</strong> shall also pay the Bank for any indemnification or other payment obligations ofthe Bank under or in respect of, the Paying Agency Agreement, the Trust Deed and/or the TrusteeSide Letter (other than the obligation of the Bank to make payments of principal, interest oradditional amounts in respect of the Notes). Payments to the Bank referred to in this sub-Clause13.2 shall be made by <strong>Gazprom</strong> at least two Business Days before the relevant payment is to bemade or expense incurred.14 General14.1 Evidence of DebtThe entries made in the account referred to in sub-Clause 6.1 shall, in the absence of manifesterror, constitute prima facie evidence of the existence and amounts of <strong>Gazprom</strong>'s obligationsrecorded therein.14.2 Stamp Duties<strong>Gazprom</strong> shall procure the payment of all stamp, registration and documentary taxes or similarcharges (if any) imposed by any person in the Russian Federation or the Federal Republic ofGermany which may be payable or determined to be payable in connection with the execution,delivery, performance, enforcement, or admissibility into evidence of this Agreement and shallindemnify the Bank against any and all costs and expenses which may be incurred or suffered bythe Bank with respect to, or resulting from, delay or failure by <strong>Gazprom</strong> to procure the paymentof such taxes or similar charges.14.3 WaiversNo failure to exercise and no delay in exercising, on the part of the Bank or <strong>Gazprom</strong>, any right,power to privilege hereunder and no course of dealing between <strong>Gazprom</strong> and the Bank shalloperate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilegepreclude any other or further exercise thereof, or the exercise of any other right, power orprivilege. The rights and remedies herein provided are cumulative and not exclusive of any rights,or remedies provided by applicable law.14.4 NoticesAll notices, requests, demands or other communications to or upon the respective parties heretoshall be given or made by telex or otherwise in writing and shall be deemed to have been dulygiven or made at the time of delivery, if delivered by hand or courier or if sent by facsimiletransmission or by airmail, to the party to which such notice, request, demand or othercommunication is required or permitted to be given or made under this Agreement addressed asfollows:(a)if to <strong>Gazprom</strong>:OAO <strong>Gazprom</strong>16 Nametkina Street117884 MoscowRussian FederationTelecopier: (7 095) 719 8352Attention:Corporate Finance Department76
(b)if to the Bank:Salomon Brothers AGFrankfurter WelleReuterweg 1660323 Frankfurt am MainFederal Republic of GermanyTelecopier: (49 69) 232 570Attention:Operations Departmentor to such other address or telecopier number as any party may hereafter specify in writing to theother.14.5 Assignment14.5.1 This Agreement shall inure to the benefit of and be binding upon the parties, theirrespective successors and any permitted assignee or transferee of some or all of aparty's rights or obligations under this Agreement. Any reference in this Agreement toany party shall be construed accordingly and, in particular, references to the exercise ofrights and discretions by the Bank, following the enforcement of the security and/orassignment referred to in sub-Clause 14.5.3 below, shall be references to the exercise ofsuch rights or discretions by the Trustee (as Trustee). Notwithstanding the foregoing, theTrustee shall not be entitled to participate in any discussions between the Bank and<strong>Gazprom</strong> or any agreements of the Bank or <strong>Gazprom</strong> pursuant to sub-Clauses 6.4 or 6.5or Clause 8.14.5.2 <strong>Gazprom</strong> shall not assign or transfer all or any part of its rights or obligations hereunderto any other party except as otherwise expressly permitted herein.14.5.3 The Bank may not assign or transfer, in whole or in part, any of its rights and benefits orobligations under this Agreement except (i) the charge by way of first fixed chargegranted by the Bank in favour of the Trustee (as Trustee) of the Bank's rights and benefitsunder this Agreement and (ii) the absolute assignment by the Bank to the Trustee ofcertain rights, interests and benefits under this Agreement, in each case, pursuant toClause 4 of the Trust Deed.14.6 Currency IndemnityTo the fullest extent permitted by law, the obligation of <strong>Gazprom</strong> in respect of any amount due inDollars under this Agreement shall, notwithstanding any payment in any other currency (whetherpursuant to a judgment or otherwise), be discharged only to the extent of the amount in Dollarsthat the Bank may, in accordance with normal banking procedures, purchase with the sum paidin such other currency (after any premium and costs of exchange) on the Business Dayimmediately following the day on which the Bank receives such payment. If the amount in Dollarsthat may be so purchased for any reason falls short of the amount originally due (the "DueAmount"), <strong>Gazprom</strong> hereby agrees to indemnify and hold harmless the Bank against anydeficiency in Dollars. Any obligation of <strong>Gazprom</strong> not discharged by payment in Dollars shall, tothe fullest extent permitted by applicable law, be due as a separate and independent obligationand, until discharged as provided herein, shall continue in full force and effect. If the amount inDollars that may be purchased exceeds that Due Amount the Bank shall promptly pay the amountof the excess to <strong>Gazprom</strong>.14.7 PrescriptionSubject to the Bank having received the principal amount thereof or interest thereon from<strong>Gazprom</strong>, the Bank shall forthwith repay to <strong>Gazprom</strong> the principal amount or the interest amountthereon, respectively, of any Notes upon such Notes becoming void pursuant to Condition 11 ofthe Notes.77
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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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Gazprom Shares. The Presidential De
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Gazprom's main subsidiaries were, a
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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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