Open Joint Stock Company Gazprom

4 Restrictive CovenantAs provided in the Trust Deed, so long as any of the Notes remains outstanding (as defined inthe Trust Deed), the Bank will not, without the prior written consent of the Trustee, agree to anyamendments to or any modification or waiver of, or authorise any breach or proposed breach of, theterms of the Loan Agreement and will act at all times in accordance with any instructions of the Trusteefrom time to time with respect to the Loan Agreement, except as otherwise expressly provided in theLoan Agreement. Any such amendment, modification, waiver or authorisation made with the consent ofthe Trustee shall be binding on the Noteholders and, unless the Trustee agrees otherwise, any suchamendment or modification shall be notified by the Bank to the Noteholders in accordance withCondition 14.5 InterestOn each Interest Payment Date the Bank shall account to the Noteholders for an amountequivalent to amounts of interest actually received by or for the account of the Bank pursuant to theLoan Agreement, which interest under the Loan is equal to 10.5 per cent. per annum as set out inClause 4 of the Loan Agreement. Interest shall continue to accrue on overdue interest at the same rateper annum up to the maximum extent permitted by applicable law.If interest is required to be calculated for any period of less than a year, it will be calculated onthe basis of a year of 360 days consisting of 12 months of 30 days each and, in the case of anincomplete month, the actual number of days elapsed.In this Condition 5, "Interest Payment Date" means 21 April and 21 October of each year.6 RedemptionUnless previously prepaid or repaid, the Borrower will be required to repay the Loan on 21October 2009 and, subject to such repayment, as set forth in the Loan Agreement, all the Notes thenremaining outstanding will on that date be redeemed or repaid by the Bank at 100 per cent. of theprincipal amount thereof.The Bank shall, at the option of the Holder of any Note, redeem such Note on 21 October 2005(the "Put Settlement Date") at its principal amount together with accrued interest. To exercise suchoption a Holder must deposit the Note or Notes to be redeemed with any Paying Agent together with aduly completed put option notice (the "Put Option Notice") in the form obtainable from any of the PayingAgents, not more than 60 but not less than 30 days prior to the Put Settlement Date. No Note sodeposited may be withdrawn. Provided, however, that if, prior to the Put Settlement Date, a RelevantEvent has occurred or, upon due presentation of any Note on the Put Settlement Date, payment of theredemption moneys is improperly withheld or refused, such Note shall, without prejudice to the exerciseof the Put Option, be returned to the Holder by uninsured first class mail (airmail if overseas) at suchaddress as may have been given by such Holder in the relevant Put Option Notice.Subject to timely receipt of the relevant amounts from the Borrower under the Loan Agreement,the Bank shall redeem the Notes in accordance with this Condition 6 on the Put Settlement Date,subject as provided in Condition 7 (Payments).If the Loan should become repayable (and be repaid) pursuant to the Loan Agreement prior to21 October 2009, as set forth in the Loan Agreement, all Notes then remaining outstanding willthereupon become due and redeemable or repayable at par together with accrued interest (and, subjectto the Loan being repaid together with accrued interest, shall be redeemed or repaid) and the Bank willendeavour to give not less than 8 days' notice thereof to the Trustee and the Noteholders.7 PaymentsPayments of principal shall be made by U.S. dollar cheque drawn on, or by transfer to a U.S. dollaraccount maintained by the payee with, a bank in New York City upon surrender of the relevant Notes atthe specified office of the Principal Paying Agent or at the specified office of the Transfer Agent.83