EXHIBIT 10.22
Equitable PCI Bank
This Mortgage executed by ALLEGRO MICROSYSTEMS PHILIPPINES, INC., a corporation
duly organized and existing in accordance with the laws of the Philippines and
with principal office at Sampaguita St., Marimar Village, Paranaque, Metro
Manila and ALLEGRO MICROSYSTEMS PHILIPPINES REALTY, INC., a corporation duly
organized and existing in accordance with the laws of the Philippines and with
the principal office at the 9th Floor, Common Gold Tower, corner Finance and
Industry Sts., Xxxxxxxx Business Park, Alabang, Muntinlupa City, hereinafter
called (irrespective of number) the MORTGAGOR, in favor of EQUITABLE PCI BANK, a
corporation duly organized and existing in accordance with the laws of the
Philippines and with principal office at Makati City, Philippines hereinafter
called MORTGAGEE,
WITNESSETH
That, for and in consideration of certain loans, overdrafts, credit
accommodations and other banking facilities obtained by ALLEGRO MICROSYSTEMS
PHILIPPINES, INC. (if other than MORTGAGOR, hereinafter called, irrespective of
number, the DEBTOR) from the MORTGAGEE, its parent firm, subsidiary or
affiliated company and to secure payment of the same and those others that the
MORTGAGEE, its parent firm, subsidiary or affiliated company may from time to
time hereafter extend to the MORTGAGOR/ DEBTOR, including interest and penalties
thereon and expenses and other charges incurred incidental thereto, and other
obligations owing by the MORTGAGOR/DEBTOR to the MORTGAGEE, its parent firm,
subsidiary or affiliated company including obligations as a surety, whether
direct or indirect, principal or secondary, as appearing in the accounts, books,
and records of the MORTGAGEE, its parent firm, subsidiary or affiliated company,
the MORTGAGOR does hereby transfer or convey, by way of mortgage, unto
MORTGAGEE, its successors or assigns the parcel/s of land which is/are described
at the back of this document or in supplementary list attached thereto, together
with all the buildings and improvements now existing or which may hereafter be
erected or constructed thereon and all easements, sugar, quotas, agricultural or
land indemnities, aids, or subsidies, including all other rights or benefits
annexed to or inherent therein, now existing or which may hereafter exist, and
also other assets acquired with the proceeds of the loan hereby secured, all of
which the MORTGAGOR declares that he is the absolute owner free from all liens
encumbrances. In case the MORTGAGOR/DEBTOR execute/s subsequent promissory note
or notes either as a renewal of the former note, as an extension thereof or as a
new or an entirely different loan or is given any other kind of accommodation
such as overdrafts, letters of credit, releases of import shipments on Trust
Receipts, etc., this mortgage shall also stand as security for the payment of
the said promissory note or notes and/or accommodations without the necessity of
executing a new contract and this mortgage shall also stand as security for said
obligations and any and all other obligations of the MORTGAGOR/DEBTOR to the
MORTGAGEE, its parent firm, subsidiary or affiliated company, of whatever kind
and nature, whether such obligations have been contracted before, during or
after the constitution of this mortgage. However, if the MORTGAGOR shall pay to
the MORTGAGEE its successors or assigns, the obligations secured by this
mortgage together with interest cost and other expenses on or before the date
they are due, and shall keep and perform all the covenants and agreements herein
contained for the MORTGAGOR to keep and perform, then this mortgage shall be
null and void; otherwise it shall remain in full force and effect.
The MORTGAGOR hereby declares and warrants that there exists no transaction or
document affecting the property/ies subject of this mortgage, previously
presented for, and/ or presently pending registration in the Registry of Deeds
with any city or province.
The consideration of this mortgage is hereby initially fixed at PHILIPPINE
PESOS: ____________________________ (P_________________);
This mortgage is constituted under the following conditions:
1. The MORTGAGOR/DEBTOR shall not apply the amount obtained from the
loans or other credit accommodations except for the purposes stated in
the covering instruments and/or the loan applications approved by the
MORTGAGEE.
2. The mortgage covering the property/ies not registered under Act No.
496, or under the Spanish Mortgage Law, shall be registered under the
provisions of Act No. 3344. In the event untitled property/ies is/are
brought under the provision of Act No. 496 and the corresponding
certificate/s of title is/are issued while the loans and other credit
accommodations secured are still outstanding, the MORTGAGOR shall
immediately deliver said certificate/s of title to the MORTGAGEE for
the annotation of this mortgage.
3. The MORTGAGOR shall pay all expenses in connection with this mortgage,
the registration, cancellation or foreclosure thereof should the
MORTGAGEE deem it necessary, and all other fees, assessment,
government imposts and taxes such as but not limited to documentary
and science stamps required by law for its registration as well as
other instruments related thereto. The MORTGAGOR shall likewise pay on
time all taxes and assessments on the mortgaged property/ies reporting
to the MORTGAGEE the fact of such payment on the dates on which they
were effected and surrendering to the MORTGAGEE for the duration of
this mortgage, such official receipts as may be issued to him/her/it
after payment of taxes and other assessments. In the event that the
MORTGAGOR fails to register the mortgage with the proper Registry of
Deeds, it is hereby agreed that the MORTGAGEE may, at its sole
discretion, register the mortgage advancing the fees and taxes
therefore the account of the MORTGAGOR, the repayment thereof to be
likewise secured by the mortgage. Any such expense advanced by the
MORTGAGEE shall bear interest at the same rate as the principal
obligation hereby secured, computed from the time such advances are
made.
4. The MORTGAGOR shall insure, during the life of the mortgage, all the
buildings, improvements and other properties covered thereby against
fire, typhoon, flood, earthquake and other natural calamity for an
amount and with such company acceptable to the MORTGAGEE, endorsing
and delivering to the latter the corresponding policies. The MORTGAGOR
shall not secure any additional insurance policy on the mortgaged
property/ies without the consent of the MORTGAGEE. However, if the
MORTGAGOR should secure additional insurance on the mortgaged
property/ies without the consent of the MORTGAGEE and without properly
endorsing in favor of the MORTGAGEE the policies corresponding
thereto, the same shall, by virtue of these presents, be
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considered assigned to the MORTGAGEE, which shall, as such assignee of
the original and of the additional policy or policies, have authority
to settle or liquidate, in case the risk or risks insured against
occur, all claims pertaining to said policy and apply the proceeds
thereof to the account of the MORTGAGOR and the MORTGAGOR shall be
credited only with the cash that the MORTGAGEE may receive for said
property/ies and only from the date it actually receives the same. The
MORTGAGOR shall keep the mortgaged property/ies in good condition,
making repairs, filling the land, constructing protective walls that
may reasonably be necessary. He/She/It shall authorize the MORTGAGEE
to inspect the mortgaged property/ies to ascertain thereof and the
actual value in the market. If at any time, during the existence of
this mortgage and/or as long as the MORTGAGOR is indebted to the
MORTGAGEE the mortgaged property/ies or any portion thereof is/are
lost, damaged or suffer/s a depreciation in value due to any cause
whatsoever other than ordinary wear and tear, the MORTGAGOR,
his/her/its successors or assigns, shall give additional security
acceptable to the MORTGAGEE, so as to bring the total value of the
securities held by the MORTGAGEE to an amount not less than the value
of the securities appraised by the MORTGAGEE at the time the original
obligation was contracted and/or the subsequent additional loans were
given; otherwise, the MORTGAGEE may declare the entire mortgage
obligation immediately due and demandable as if the period of the
mortgage obligation has expired. If the MORTGAGOR shall fail to comply
with any these conditions, the MORTGAGEE may at its discretion declare
the mortgage due, payable and defaulted, or may advance the cost of
documentary and science stamps and other registration fees, taxes,
assignments, insurance or the cost of repairs, filling of the land and
the construction of the protective walls, all of which shall be
promptly reimbursed by the MORTGAGOR with interest and charges at the
rate imposed on the principal amount of the loan/credit accommodation
to which the expense relates, the payment of these advances, interest,
penalties and charges xxxxxxx being secured also by this mortgage.
5. The MORTGAGOR shall neither lease the mortgaged property/ies, nor sell
or dispose of the same in any manner, nor encumber the same with a
second mortgage, without the written consent of the MORTGAGEE.
However, if notwithstanding this stipulation and during the existence
of this mortgage, the property/ies hereby mortgaged, or any portion
thereof, is/are leased for over one year, sold or encumbered, it shall
be the obligation of the MORTGAGOR to impose as condition of sale,
alienation or encumbrance that the vendee or the party in whose favor
the alienation or encumbrance is to be made, should take the
property/ies subject to the obligation of this mortgage in the same
terms and conditions under which it is constituted, it being
understood that the MORTGAGOR is not in any manner relieved of
his/her/its obligation to the MORTGAGEE under this mortgage by such
sale, alienation, or encumbrance, on the contrary, both the vendor and
vendee, or the party in whose favor, the alienation or encumbrance is
made, shall be jointly and severally liable for the said mortgage
obligations. It shall also be incumbent upon the MORTGAGOR to make it
a condition of the sale or alienation that the vendee, or any other
party in
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whose favor the alienation is made, shall recognize, as first lien,
the existing mortgage or encumbrance in favor of the MORTGAGEE, as
well as any new or modified mortgage covering the same property/ies to
be executed by the said MORTGAGOR in favor of the MORTGAGEE, and shall
further agree, promise, and bind himself/herself/itself to recognize
and respect any extension of the terms of the original mortgage
granted by the MORTGAGEE in favor of the MORTGAGOR and such extended
mortgage shall be considered as prior and superior encumbrance as the
original mortgage. It is also further understood that should the
MORTGAGOR sell, or in any manner alienate or encumber the mortgaged
property/ies in violation of this agreement, he/she/it shall respond
in damages to the MORTGAGEE.
6. Should the MORTGAGEE become involved in any litigation which may have
relation with any or all of the properties mortgaged by virtue of this
instrument, all expenses of the MORTGAGEE in such litigation,
including reasonable amount for attorney's fees to be determined by
the MORTGAGEE, shall be paid by the MORTGAGOR and this mortgage shall
stand as security therefore, and any and all obligations of the
MORTGAGOR shall likewise become immediately due, payable and
defaulted.
7. The MORTGAGOR shall also be considered in default under this contract
in case of default in the payment of his/her/its obligation or
non-performance or violation of any agreement with any of the
MORTGAGEE's parent firm, subsidiary or affiliated company.
8. If at any time the MORTGAGOR shall fail or refuse to pay the
obligations herein secured, or any of the amortizations of such
indebtedness when due, or to comply with any of the conditions and
stipulations herein agreed or in the separate instruments evidencing
the obligations hereby secured or shall, during the time this mortgage
is in force, institute insolvency, suspension of payment or similar
proceedings, or be involuntarily declared insolvent, or make a general
assignment for the benefit of creditors, or shall use the proceeds of
this loan for purposes other than those specified in the covering
credit instruments and/or approved loan application, or if a receiver
be appointed over, or a writ or order of garnishment or attachment be
issued against any of the assets or income of the MORTGAGOR or if this
mortgage cannot be recorded in the corresponding Registry of Deeds,
then all the obligations of the MORTGAGOR/DEBTOR secured by this
mortgage and all the amortizations thereof shall immediately become
due, payable and defaulted and the MORTGAGEE may immediately foreclose
this mortgage judicially in accordance with the Rules of Court, or
extra-judicially in accordance with Act No. 3135, as amended. For the
purpose of the extra-judicial foreclosure, the MORTGAGOR hereby
appoints the MORTGAGEE his/her/its attorney-in-fact to sell the
property mortgaged under Act No. 3135 as amended, to sign all
documents and perform any act requisite and necessary to accomplish
said purpose and to appoint its substitutes as such attorney-in-fact
with the same powers as above mentioned. In case of judicial
foreclosure, the MORTGAGOR hereby consents to the appointment of the
MORTGAGEE or of any of its designates as receiver, without any bond,
to take charge of the mortgaged property properties at once, and to
hold possession of the same and the rents,
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benefits and profits derived from the mortgaged property/ies before
the sale, less the cost and expenses of the receivership, the
MORTGAGOR hereby agrees further that, in all cases, or in case
collection of the obligation/s secured hereby is made thru an
attorney-at-law, attorney's fees hereby fixed at TWENTY PERCENT (20%)
of the total indebtedness then unpaid, which in no case shall be less
than P20,000.00, exclusive of all costs and fees allowed by law, and
the expenses of collection, as rents, and profits derived from the
mortgaged property/ies or from the proceeds realized from the sale of
said property/ies and this mortgage shall likewise stand as security
therefore. It is hereby agreed that the period or periods granted to
the MORTGAGOR for the payment of the amortizations and/or obligations
secured by this mortgage is for mutual benefit of both the MORTGAGOR
and the MORTGAGEE. In case of extra-judicial foreclosure of this
mortgage, the MORTGAGEE may take actual possession of the foreclosed
property/ies during the redemption period for the purpose of receiving
the fruits/income thereof and/or administering the foreclose
property/ies at its option without any obligation to post a bond. The
proceeds of the foreclosure sale of the mortgaged property/ies shall
be applied in the following manner and order:
a. Expenses and costs of foreclosure and sale, including publication
costs and attorney's fees;
b. Accrued interest, penalties and charges;
c. Principal amount of obligations;
d. All other obligations owing by MORTGAGOR/DEBTOR to MORTGAGEE;
e. Balance, if any, to be delivered and paid to MORTGAGOR.
9. In the event the MORTGAGOR exercise his/her/its rights to redeem the
mortgaged property/ies, he/she/it shall pay the amount fixed by the
court in the order of execution or the amount due under this mortgage
and all other obligations to the MORTGAGEE, its subsidiary or
affiliated company, including penalties, fees and charges specified in
the relevant promissory note/s or other evidence of indebtedness
secured hereby.
10. Effective upon the breach of any condition of this mortgage and in
addition to the remedies herein stipulated, the MORTGAGEE is hereby
appointed attorney-in-fact of the MORTGAGOR with the full powers and
authority to take actual possession of the mortgaged property, without
the necessity of any judicial order or any permission or power, to
collect rents, to eject tenants, to lease or to sell the mortgaged
property/ies or any part thereof, at a private sale without notice or
advertisement of any kind and execute the corresponding bills of sale,
lease or other agreement that may be deemed convenient, to make
repairs or improvements on the mortgaged property/ies and pay for the
same, and perform any other act which the MORTGAGEE may deem
convenient for the proper administration of the mortgaged
property/ies. The payment of any expenses advanced by the MORTGAGEE in
connection with the purposes indicated herein is also guaranteed by
this mortgage and such amount advanced shall bear interest and charges
at the rate imposed on the principal amount of the loan credit
accommodation to which the expenses relate, computed from the time
such
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advances are made. Any amount received from the sale, disposal or
administration above-mentioned may be applied to the payment of the
repairs, improvements, taxes and assessments and other incidental
expenses and obligations, and also to the payment of the original
indebtedness and interest thereon. The power therein granted shall not
be revoked during the life of this mortgage, and all acts that may be
executed by the MORTGAGEE by virtue of said power are hereby ratified.
11. Should the property/ies mortgaged be expropriated by the Government of
the Philippines, or by any department, branch, subdivision, or
instrumentality thereof, or by any province, municipality or township,
or by any person, association or body corporate duly authorized by law
to acquire property by eminent domain, all moneys paid or which may
become payable on account or in consideration of the expropriation of
the property/ies mortgaged and/or any price or pieces of real estate
property or personal property given in exchange for the property so
expropriated shall be immediately delivered to the MORTGAGEE, which is
hereby expressly authorized to collect said moneys or receive such
property/ies from whomsoever they may be properly due and payable,
crediting the MORTGAGOR only with the cash thus received effective on
the day the MORTGAGEE receives the same and reserving the property
received in exchange for those expropriated for such further action as
may be necessary to convert them into cash and apply the same to the
accounts of the MORTGAGOR. The MORTGAGOR further covenants not to
agree upon any purchase price or exchange in consideration of the
property so expropriated without the written consent of the MORTGAGEE.
12. All correspondence relative to this mortgage, including demand
letters, summons, subpoenas or notifications of any judicial or
extrajudicial action shall be sent to the MORTGAGOR at the address
given above or at the address that may hereafter be given in writing
by the MORTGAGOR to the MORTGAGEE; the mere act sending any
correspondence by mail or by personal delivery to the said address
shall be valid and effective notice to the MORTGAGOR for all legal
purposes, and the fact that any communication is not actually received
by the MORTGAGOR or that it has returned unclaimed to the MORTGAGEE,
or that no person was found at the address given, or that the address
is fictitious or cannot be located, shall not excuse or relieve the
MORTGAGOR from the effects of such notice. Provided, however, that in
case of foreclosure of mortgage, personal notice to the MORTGAGOR of
the notice of sale shall not be required and that publication of the
notice of sale in a newspaper of general circulation alone is
sufficient compliance with the notice and posting requirement of the
law.
13. The MORTGAGOR shall execute such other necessary documents as may be
required of him/her/it by the MORTGAGEE.
14. The MORTGAGOR shall not make any alteration upon or demolish any
building or buildings herein mortgaged, without the prior consent of
the MORTGAGEE.
15. It is hereby agreed that in case of foreclosure of this mortgage under
Act No. 3135, as amended, the auction sale shall be held at the
capital of the province if the property is within the territorial
jurisdiction of the province concerned, or
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shall be held in the city, if the property is within the territorial
jurisdiction of the city concerned.
16. It is hereby agreed that in case of foreclosure of this mortgage under
Act No. 3135, as amended, the auction sale shall be held at the
capital of the province if the property is within the territorial
jurisdiction of the province concerned, or shall be held in the city,
if the property is within territorial jurisdiction of the city
concerned.
17. In case of the foreclosure, the MORTGAGOR/DEBTOR shall be liable for
the deficiency, if any, between the purchase price at the foreclosure
sale and the outstanding obligation under this mortgage deed.
18. Whenever this mortgage is executed in accommodation of a DEBTOR other
than a MORTGAGOR, the MORTGAGOR agrees that the mortgage shall stand
as security for the renewal, extension of payment of the obligation
secured by this mortgage or its conversion into any other credit
facility that may be agreed upon between the DEBTOR and the MORTGAGEE,
as well as all additional loans or credit accommodations that may be
granted by the MORTGAGEE to the DEBTOR without further need of
amending the mortgage and the DEBTOR is deemed to be Attorney-in-fact
of the MORTGAGOR for such purpose. The MORTGAGOR further agrees that
this mortgage shall also secure his/her/its own personal obligations
with the MORTGAGEE of whatever kind and nature, whether direct or
indirect, principal or secondary, as appearing in the account, books
and records of the MORTGAGEE as if this mortgage were executed to
secure the said personal obligations of the MORTGAGOR under the same
terms and conditions. The obligations of the MORTGAGOR shall be deemed
the solidary obligations of the DEBTOR and vice versa. For this
purpose, it is hereby agreed that the term "DEBTOR" or any other word
describing the principal obligor shall likewise mean and include the
term "MORTGAGOR", and vice versa, as the context may require.
19. Should any of the provisions of this mortgage be declared
unconstitutional, or unenforceable by any competent court, such
declaration shall not in any way affect the constitutionality,
legality or enforceability of the other provisions thereof not
affected thereby.
20. If the obligations herein secured are loans granted under the lending
program of the Social Security System (SSS) or Development Bank of the
Philippines (DBP), the MORTGAGOR/BORROWER, fully aware of the
Memorandum of Agreement and the Loan Agreement, including any of its
amendments, entered into by and between the MORTGAGEE and the SSS/DBP
under the latter's Omnibus Credit Line, hereby agrees to the automatic
assignment to the SSS/DBP by the MORTGAGEE of all its rights and
interest under this Agreement which shall take effect without need of
further documentation upon the occurrence of any of the following
events:
a. Default as defined in the Loan Agreement or Memorandum of
Agreement mentioned above;
b. Insolvency of the MORTGAGEE;
Provided that in the event of automatic assignment to SSS/DBP as
provided herein, the same shall be deemed effective as of the date of
registration of this
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mortgage with the appropriate Register of Deeds, with the rights of
SSS/DBP enjoying superiority and preference over those of all other
creditors including the MORTGAGEE; provided further, that in cases of
mixed funded loans secured by this mortgage, the occurrence of any of
the aforesaid event shall automatically convert this mortgage into a
Joint Pari-Passu First Mortgage in favor of both the MORTGAGEE and
SSS/DBP where the interest of the latter shall consist of the loan
granted under the SSS/DBP Omnibus Credit Line or Loan Agreement.
LIST OF PROPERTIES MORTGAGED
Executed in _____________ this _____ day of ____ at _______________, Philippines
DEBTOR: MORTGAGOR: MORTGAGOR:
ALLEGRO MICROSYSTEMS PHILS., INC. ALLEGRO MICROSYSTEMS PHILS., INC. ALLEGRO MICROSYSTEMS PHILS. REALTY,
INC.
/s/ Xxxxxxxx X. Xxxxx, Xx. /s/ Xxxxxxxx X. Xxxxx, Xx. /s/ Xxxxxxxx X. Xxxxx, Xx.
--------------------------------- --------------------------------- -----------------------------------
NAME: Xxxxxxxx X. Xxxxx, Xx. NAME: Xxxxxxxx X. Xxxxx, Xx. NAME: Xxxxxxxx X. Xxxxx, Xx.
Director of Fin. Admin, HR Director of Fin. Admin, HR President
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------------- --------------------------------- -----------------------------------
NAME: Xxxxxx X. Xxxxxxx NAME: Xxxxxx X. Xxxxxxx NAME: Xxxxxx X. Xxxxxxx
Finance & Acctg. Manager Finance & Acctg. Manager Treasurer
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SIGNED IN THE PRESENCE OF
/s/ Xxxxx Xxxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxx /s/Xxxx Xxxxxx
--------------------------------- --------------------------------- -----------------------------------
NAME: Xxxxx Xxxxx Xxxxxxx NAME: Xxxx X. Xxxxxxxx NAME: Xxxx Xxxxxx
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
MAKATI CITY ) S.S.
All the locally above mentioned, this day of 04 MAY 2004 personally appeared
before me:
NAME COMM. TAX CERT. NO. DATE &PLACE ISSUED
---- ------------------- ------------------------
Allegro Microsystems Phils., Inc. 00132939 01-30-03/ Paranaque City
Xxxxxxxxx X. Xxxxx, Xx. 20206731 01-30-03/ Paranaque City
Xxxxxx X. Xxxxxxx 11935923 01-22-03/ Paranaque City
Known to me and to be the same persons who executed the foregoing Instrument and
acknowledged to me that the same is their own free and voluntary act and deed
(and that of the corporation's therein represented). Thus instrument refers to
the mortgage of ___ (___) meters of land and with all the buildings,
improvements, etc. thereon and consists of ___ (___) pages including this page
on which this acknowledgment is written, signed by the parties and the witnesses
on all pages.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my nortarial seal
at the place and on the date first above written.
Notary Public
/s/ Xxxxxxx X.Go
----------------------------------------
ATTY. AENDELL L GO
NOTARY PUBLIC UNTIL JANUARY 14, 2006
PTR No. 7012007
JANUARY 05, 2004
MAKITA CITY
Doc. No. 244;
Page No. 50;
Book No. LT;
Series of 2004.
I hereby certify that the instrument has been duly [illegible]
proper memorandum having been made on Transfer Certificate
of Title No. 158614 and on its Owner's Duplicate
Book No. 794 File No. 14
[illegible] Merro Manila 5 5-04
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