Open Joint Stock Company Gazprom

Under the Trust Deed, the obligations of the Bank in respect of the Notes rank pari passu andrateably without any preference among themselves.In the event that the payments under the Loan Agreement are made by the Borrower to, or to theorder of, the Trustee or (subject to the provisions of the Trust Deed) the Principal Paying Agent, they willpro tanto satisfy the obligations of the Bank in respect of the Notes.Save as otherwise expressly provided herein and in the Trust Deed, no proprietary or other directinterest in the Bank's right under or in respect of the Loan Agreement or the Loan exists for the benefitof the Noteholders. Subject to the terms of the Trust Deed, no Noteholder will have any entitlement toenforce the Loan Agreement or direct recourse to the Borrower except through action by the Trusteepursuant to the Loan Administration Assignment granted to the Trustee in the Trust Deed. Neither theBank nor, following the enforcement of the Security Interests created in the Trust Deed, the Trustee shallbe required to take proceedings to enforce payment under the Loan Agreement unless it has beenindemnified and/or secured by the Noteholders to its satisfaction.2 Form and DenominationThe Notes are issued in fully registered form, and in the denomination of U.S.$1,000 or integralmultiples thereof, without coupons.3 Register, Title and TransfersThe Registrar will maintain a register (the "Register") in respect of the Notes in accordance withthe provisions of the Agency Agreement. In these Conditions the "holder" of a Note means the personin whose name such Note is for the time being registered in the Register (or, in the case of a jointholding, the first named thereof) and "Noteholder" shall be construed accordingly. A Note will be issuedto each Noteholder in respect of its registered holding.The holder of each Note shall (except as otherwise required by law) be treated as the absoluteowner of such Note for all purposes (whether or not it is overdue and regardless of any notice ofownership, trust or any other interest therein, any writing on the Note relating thereto (other than theendorsed form of transfer) or any notice of any previous loss or theft of such Note) and no person shallbe liable for so treating such holder.A Note may be transferred upon surrender of the relevant Note, with the endorsed form of transferduly completed, at the specified office of the Registrar or at the specified office of the Transfer Agent,together with such evidence as the Registrar or the Transfer Agent may reasonably require to prove thetitle of the transferor and the authority of the individuals who have executed the form of transfer. Wherenot all the Notes represented by the surrendered Note are the subject of the transfer, a new Note inrespect of the balance of the Note will be issued to the transferor.Subject to the last paragraph of this Condition, within five business days of the surrender of aNote in accordance with the immediately preceding paragraph above, the Registrar will register thetransfer in question and deliver a new Note to each relevant holder at its specified office or (at therequest and risk of such relevant holder) by uninsured first class mail (airmail if overseas) to the addressspecified for the purpose by such relevant holder. In this paragraph, "business day" means a day onwhich commercial banks are open for business (including dealings in foreign currencies) in the citywhere the Registrar has its specified office.The transfer of a Note will be effected without charge but against such indemnity as the Registrarmay require in respect of any tax or other duty of whatsoever nature which may be levied or imposedin connection with such transfer.Noteholders may not require transfers to be registered during the period of 15 days ending on thedue date for any payment of principal or interest in respect of the Notes.82