Open Joint Stock Company Gazprom

The Trustee may agree, without the consent of the Noteholders, to any modification of the Notesand the Trust Deed or, following the creation of the Security Interests, the Loan Agreement which in theopinion of the Trustee is of a formal, minor or technical nature, is made to correct a manifest error or isnot materially prejudicial to the interests of the Noteholders. The Trustee may also waive or authorise oragree to the waiving or authorising of any breach or proposed breach by the Bank of the Terms andConditions of the Notes or the Trust Deed or, following the creation of the Security Interests, by theBorrower of the terms of the Loan Agreement, or determine that any event which would or mightotherwise give rise to a right of acceleration under the Loan Agreement shall not be treated as such, ifin the opinion of the Trustee, to do so would not be materially prejudicial to the interests of theNoteholders (as a class). Any such modification, waiver or authorisation shall be binding on theNoteholders and, unless the Trustee agrees otherwise, any such modification shall be promptly notifiedto the Noteholders.The Trust Deed contains provisions to the effect that the Bank may, having obtained the consentof the Borrower and the Trustee (which latter consent may be given without the consent of theNoteholders) and having complied with such reasonable requirements as the Trustee may direct in theinterests of the Noteholders, substitute any entity in place of the Bank as creditor under the LoanAgreement, as issuer and principal obligor in respect of the Notes and as principal obligor under theTrust Deed, subject to the relevant provisions of the Trust Deed and the substitute's rights under theLoan Agreement being charged and assigned, respectively, to the Trustee as security for the paymentobligations of the substitute obligor under the Trust Deed and the Notes.In connection with the exercise of any of its powers, trusts, authorities or discretions, the Trusteeshall have regard to the interests of the Noteholders as a class and, in particular, shall not have regardto the consequences of such exercise for individual Noteholders resulting from their being for anypurpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, anyparticular territory. No Noteholder is entitled to claim from the Bank or the Trustee any indemnificationor payment in respect of any tax consequence of any such exercise upon individual Noteholders.11 PrescriptionNotes will become void unless presented for payment of principal within ten years (in the case ofprincipal) or five years (in the case of interest) from the due date for payment in respect thereof.12 Indemnification of TrusteeThe Trust Deed contains provisions for the indemnification of the Trustee and for its relief fromresponsibility, including provisions relieving it from taking proceedings to enforce payment unlessindemnified to its satisfaction.The Trustee's responsibilities are solely those of trustee for the Noteholders on the terms of theTrust Deed. Accordingly, the Trustee makes no representations and assumes no responsibility for thevalidity or enforceability of the Loan Agreement or the security created in respect thereof or for theperformance by the Bank of its obligations under or in respect of the Notes and the Trust Deed or bythe Borrower in respect of the Loan Agreement.13 Replacement of NotesIf a Note shall become mutilated, defaced, lost, stolen or destroyed it may, subject to all applicablelaws and regulations and requirements of the Stock Exchange, be replaced at the specified office of theRegistrar in New York or at the specified office of the Paying Agent in Luxembourg on payment of suchcosts, expenses, taxes and duties as may be incurred in connection therewith and on such terms as toevidence, security and indemnity and otherwise as may reasonably be required by or on behalf of theBank or the Trustee. Mutilated or defaced Notes must be surrendered before replacements will beissued.86