Nazionale del Lavoro S.p.A.
Area of Lombardy
I L A
(hereinafter for the sake of brevity referred to as the “Guarantor”) with
registered office in Villa Guardia (CO), Piazza XX Settembre 2, Inland Revenue
Code and registration in the Register of Companies of Como under no.
02098100130, in the person of Dr. Laura Iris Ferro, born in Milan on 3rd August,
1951, in her capacity as Chairwoman of the Board of Directors, and Mr. Cary
Grossman born in Corpus Christi in Texas (USA) on 15th February, 1954, in his
capacity as Chief Financial Officer, authorised with joint signature by virtue
of the powers granted to them, hereby lodge as security in favour of Banca
Nazionale del Lavoro S.p.A. with registered office in Rome (hereinafter for
sake of brevity referred to as the "Bank") the credit of €uro 550,000.00 (five
hundred and fifty thousand/00) represented by the balance of the account lodged
as security no. 420011 made out to the latter, opened with the Como Branch
of the pledge and secured credit.
pledge is indivisibly given as guarantee for the payment of all the amounts
which, on account of capital, interest, including interest on arrears, costs
additional charges, shall be owed to the "Bank" by the aforesaid "Guarantor"
consequence of the loan agreement for €uro 2,000,000.00 (Two million/00) in
accordance with articles 10, 38 and subsequent articles of the Legislative
Decree no. 285, 1st
September, 1993 (Unified Body of Laws on the subject of banking and credit)
referred to in the deed dated 20th
2004 under the hand and seal of the Notary Public Dr. Giorgio Miserocchi of
record no. 102338/18000.
pledge may be redeemed at the request of the "Guarantor", as of the due date
the first instalment of reimbursement of the loan, to an extent proportional
the capital share of the individual instalments fallen due and paid by the
"Guarantor", resulting from the depreciation plan.
pledge is governed by the following general provisions:
Effectiveness of the pledge. The
pledge is indivisibly lodged for its entire value as guarantee of the full
payment of all the amounts which, on account of capital, interest, including
interest on arrears, costs and additional charges, shall be owed to the "Bank"
by the aforesaid "Guarantor" in consequence of the aforesaid loan agreement.
is independent of all and any other guarantees lodged by any person under any
form whatsoever in favour of the "Bank" in the interests of the "Guarantor” and
shall also guarantee, without the need for any further operations or
declarations, the amount that has been received by the "Bank" as payment of
guaranteed obligations and which must be returned by the "Bank" in consequence
of the ineffectiveness, revocation or cancellation of the payments made by
person whatsoever. The guarantee shall also remain firm and valid until the
discharge of the amount payable to the "Bank", in the event of the latter,
its unquestionable discretion, granting extensions of payment or modifications
to the original terms, procedures and conditions of reimbursement of the loan,
expromissions or assumptions of obligation, reductions or restrictions or
waivers or substitutions of the collateral or personal securities lodged hereby,
or which may be subsequently furnished, also
remission or composition on the part of the "Bank", and also in the event of
total or partial nullity or invalidity of the guarantees
and transfer of the pledge. The
pledge is understood to be automatically extended also to any other amounts
may be further paid at the time of the individual payments, as well as to any
interest which may accrue on the account lodged as security forming the subject
thereof, without the need for any other formalities whatsoever. It is also
understood that, in the event of the "Bank", at its unquestionable discretion,
allowing withdrawals from the account lodged as security, this may never be
understood as a waiver of the pledge on the residual balance and on the
of enforcement of the pledge. Whenever,
at the due dates established by contract, or in the event of termination of
secured credit transaction, the "Debtor" fails to punctually fulfil his
obligations of reimbursement and the amount payable to the "Bank" is not
immediately paid up, the "Bank" itself is as of now authorised to withdraw
amounts owed to it directly from the account lodged as security forming the
subject of the pledge, by a simple eight days’ advance notice to be dispatched
to the "Guarantor" by registered letter, without detriment to all and any other
rights or actions for the recovery of any difference.
and fiscal charges.
any costs pertaining and consequential hereto shall be borne by the "Guarantor",
who explicitly undertakes to pay the latter, declaring his intention to take
advantage of the tax benefits contemplated by article 15 of the D.P.R. no.
Court of Law.
controversies which may arise shall be referred to the competence of the
judicial authorities in whose territorial jurisdiction the branch of the
Territorial Area of the "Bank" which carried out the secured credit transaction
intents and purposes hereof, the "Guarantor" elects domicile in Villaguardia
(CO), Piazza XX Settembre, 2
of the subject of the pledge
lodged as security opened in the name of GENTIUM S.p.A. no. 420011 with the
May 16, 2006
||/s/ Laura Iris Ferro
||Laura Iris Ferro, CEO
||/s/ Cary Grossman
||Cary Grossman, CFO