Open Joint Stock Company Gazprom

(i)(ii)(iii)(iv)to a Noteholder who (a) is able to avoid such deduction or withholding by satisfying anystatutory requirements or by making a declaration of non-residence or other claim forexemption to the relevant tax authority; or (b) is liable for such taxes or duties by reason ofhis having some connection with the Federal Republic of Germany other than the mereholding of such Notes or the receipt of payments in respect thereof;in respect of a Note presented for payment of principal more than 30 days after theRelevant Date except to the extent that such additional payment would have been payableif such Note had been presented for payment on such thirtieth day;where such withholding or deduction is imposed on a payment to an individual and isrequired to be made pursuant to any European Union Directive on the taxation of savingsimplementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 orany law implementing or complying with, or introduced in order to conform to, suchDirective; orin respect of a Note presented for payment by or on behalf of a Noteholder who would havebeen able to avoid such withholding or deduction by presenting the relevant Note toanother Paying Agent in a Member State of the European Union.As used herein, "Relevant Date" (i) means the date on which the equivalent payment under theLoan Agreement first becomes due but (ii) if the full amount payable by the Borrower has not beenreceived by, or for the account of, the Bank pursuant to the Loan Agreement on or prior to such date,means the date on which such full amount shall have been so received and notice to that effect shallhave been duly given to the Noteholders by or on behalf of the Bank.Any reference herein or in the Trust Deed to payments in respect of the Notes shall be deemedalso to refer to any additional amounts which may be payable in accordance with the Trust Deed andthis Condition 8 or any undertaking given in addition thereto or in substitution therefor pursuant to theTrust Deed.9 EnforcementThe Trust Deed provides that only the Trustee may pursue the remedies under the general law,the Trust Deed or the Notes to enforce the rights of the Noteholders and no such Noteholder will beentitled to pursue such remedies unless the Trustee (having become bound to do so in accordance withthe terms of the Trust Deed) fails or neglects to do so within a reasonable period and such failure orneglect is continuing.The Trust Deed also provides that, in the case of an Event of Default (as defined in the LoanAgreement), or of a Relevant Event (as defined in the Trust Deed), the Trustee may, and shall, ifrequested to do so by Noteholders owning 25 per cent. in aggregate principal amount of the Notesoutstanding, or if directed to do so by an Extraordinary Resolution and, in either case, subject to it beingsecured and/or indemnified to its satisfaction, declare all amounts payable under the Loan Agreementby the Borrower to be due and payable (in the case of an Event of Default), or enforce the securitycreated in the Trust Deed in favour of the Trustee (in the case of a Relevant Event). Upon repayment ofthe Loan following an Event of Default and a declaration as provided herein, the Notes will be redeemedor repaid and thereupon shall cease to be outstanding.10 Meetings of Noteholders; Modification of Notes, Trust Deed and Loan Agreement; Waiver;Substitution of the BankThe Trust Deed contains provisions for convening meetings of Noteholders to consider any matteraffecting their interests, including any modification of, or any arrangement in respect of, the Notes or theTrust Deed. Noteholders will vote pro rata according to the principal amount of their Notes. Specialquorum provisions apply for meetings of Noteholders convened for the purpose of amending certainterms concerning, inter alia, the amount payable on, and the currency of payment in respect of, theNotes and the amounts payable and currency of payment under the Loan Agreement. Any resolutionduly passed at a meeting of Noteholders will be binding on all the Noteholders, whether present or not.85