Exhibit 10.22


 


 


LOAN AGREEMENT


 


THIS LOAN AGREEMENT (the
“Agreement”) is made on March 18th, 2013 between:


 


ASO 2020 Maritime S.A.,
of Aquilino de la Guardia Street No. 8, IGRA Building, P.O. Box 0823 – 02435 Panama, Republic of Panama (the “Lender”)


 


Nordic Bulk Holding Company
Ltd., of 3rd Floor, Par La Ville Place, 14 Par La Ville Road, Hamilton, Bermuda (the “Borrower”).


 


(the Lender and the Borrower
being from time to time, hereinafter referred to as the “Parties”).


 


WHEREAS the Lender has
made available to the Borrower a loan of $ 12,683,333.33 upon and subject to the terms of a Loan Agreement dated 10.1.2013, as
well as, a certain subscription agreement concluded also on 10.1.2013 between the Borrower, ST Shipping and Transport Pte. Ltd
and Bulk Fleet Bermuda Holding Company Limited (the "Subscription Agreement");


 


WHEREAS the Lender shall
make available to the Borrower a further amount of $ 2,173,333.33 upon and subject to the terms of this Agreement and the Subscription
Agreement;


 


		1.	DEFINITIONS



 


Terms Defined In this Agreement:


 


	“Business Day”	means a day (other than a Saturday or a Sunday) on which banks are open for business in London, New York and Panama;
	 	 
	 “Loan”	means the principal amount of the borrowing by the Borrower hereunder or (as the context requires) the principal amount thereof from time to time outstanding;
	 	 
	“Repayment Day”	means January 9th 2023 or any prior date in accordance with Clause 4.1.
	 	 
	“Taxes”	includes all present and future taxes, levies, duties, deductions, charges, fees and withholdings of any nature impose, levied, collected, withheld or assessed by any country or any political sub-division taxing authority thereof: “Taxation” shall be construed accordingly.


 


		2.	THE LOAN



 


		2.1.	Loan



 


Subject to
the terms of this Agreement and in reliance on the representations and warranties of the Borrower set out in Clause 7, the Lender
has granted to the Borrower a further loan of Two Million One Hundred Seventy Three Thousand Three Hundred Thirty Three US Dollars
and thirty three cents ($ 2,173,333.33) (the “Loan”).


 


		2.2.	Purpose of the Loan



 


The purpose of the Loan is to
provide financing for the Borrower’s activities and investments.


 


		3.	DRAWDOWN



 


The Loan shall
be paid within one Business Day from the execution of this Agreement.


 




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		4.	REPAYMENT



 


		4.1.	Repayment



 


The Borrower
shall repay the Loan in full on the Repayment Date.


 


		4.2.	Voluntary early payments



 


The Borrower
may prepay all or part of the Loan without penalty prior to the Repayment Day, however not in amounts or increments with respect
to prepayment of less than all of the Loan which are less than Fifty Thousand US Dollars ($ 50,000).


 


		5.	INTEREST AND SUBORDINATION



 


		5.1.	Interest 



 


The Loan is
interest free.


 


		5.2.	Subordination



 


The Loan is
fully subordinated to a certain loan agreement concluded on 25.07.2012 between Bulk Nordic Odyssey LTD, Bulk Nordic Orion LTD and
DVB Bank SE.


 


		6.	PAYMENTS



 


		6.1.	Funds and Place



 


All payments
to be made by Borrower hereunder shall be made to the Lender in US Dollars in same day funds on the due date to such account of
the Lender as the Lender may specify for this purpose.


 


		6.2.	Taxes



 


All payments
to be made by the Borrower hereunder shall be made without set-off or counterclaim, or deduction due to any taxation, fees or penalties,
including but not limited to any withholding tax or Value Added Tax.


 


		7.	REPRESENTATION AND WARRANTIES



 


		7.1.	The Borrower makes the following representations and warranties to and for the benefit of the Lender:



 


		(i)	Status: It is a limited liability company, duly incorporated and validly existing under the laws
of Bermuda;



		(ii)	Powers and authority: It has the power to enter into and perform, and has taken all necessary action
to authorize the entry into, performance and delivery of this Agreement and the transactions contemplated hereby;



		(iii)	Legal validity: This Agreement constitutes its legal, valid and binding obligations enforceable
in accordance with the terms hereof;



		(iv)	Non – conflict: The entry into and performance by it of, and the transactions contemplated
by, this Agreement do not and will not:



		·	conflict with any law or regulation or
judicial or official order; or



		·	conflict with the articles of association
of the Borrower; or



		·	conflict with any mortgage, agreement
or other undertaking or instrument which is binding upon the Borrower or of its assets.



 




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		8.	NOTICES



 


Except as otherwise
stated herein, all notices, requests, demands and other communications to, upon or by any party hereto shall be given or made in
writing or by registered post or facsimile transmission or e-mail and shall be duly given or made if dispatched in writing by registered
post or facsimile transmission or e-mail to the party to which such notice, request, demand or other communication is required
or permitted to be given or made under this Agreement, addressed as follows:


 


if to the Borrower
at 


 


Third Floor,
Par La Ville Place


 


14 Par La Ville
Road


 


Hamilton, HM08


 


Bermuda


 


Tel: +1(0) 441-295-8313


 


Fax: +1(0) 441-292-1373


 


Email: sdurrant@consolidated.bm


 


if to the
Lender at:


 


To the attention
of: Mr. John P. Ioannidis


ASO 2020 Maritime
S.A.


c/o Olympic
Shipping and Management S.A.


8, Zephyrou
St. P. Phaleron


GR 175 64 Athens
Greece


Tel: +30 210
9498 353


Fax: +30 210
9498 364


Email: john.ioannidis@olyship.com


 


With a copy
to:


ASO Holdings
S.A.


Städtle
27


Vaduz, FL 9490
Lichtenstein


Attention:
Anthony S. Papadmitriou


Facsimile:
+00423 23 50 220


Email: asp@onassis.gr


 


Or at such
other addresses or facsimile number as may have been notified by the intended addressee to the other party by not less than five
(5) Business Days’ prior notice. Any notice or other communication hereunder required to be given in writing shall be duly
given by registered post or facsimile to be effective version for the purposes hereof. All such notices, requests, demands or other
communications, if duly given or made, shall be effective upon receipt.


 


		9.	ASSIGNMENT



 


The Lender
may at any time assign or transfer all or part of its right or obligations hereunder to any of its Affiliates, however he remains
responsible for the terms of such assignment to be identical to those of this Agreement.


 


		10.	ENTIRE AGREEMENT



 


This Agreement
constitutes, together with the Subscription Agreement, the whole agreement of the Parties in relation to its subject matter and
supersedes any previous agreement, representations, warranties or arrangements, allegations or promises (whether in writing or
oral) between them in relation to that matter (with the exception of the Restructuring Agreement). No modification of this Agreement
shall be effective unless it is made in writing and signed by both Parties.


 




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		11.	CONFIDENTIALITY



 


This Agreement
is private and confidential and each Party undertakes that it shall not at any time disclose to any person or entity any information
or details in relation to this Agreement except as provided in next paragraph of this clause.


 


Each Party
may disclose information regarding this Agreement:


 


		(i)	to its employees, officers, contracted representatives or contracted advisers who need to know
such information for the purposes of carrying out the Party’s obligations under this agreement. Each Party shall ensure that
its employees, officers, contracted representatives or contracted advisers to whom it discloses the other Party’s confidential
information comply with this clause 11; and



 


		(ii)	as it may be obliged to do by operation of law, by court order or by any governmental or regulatory
authority.



 


		12.	GOVERNING LAW



 


This Agreement
and any dispute or claim (whether contractual or otherwise) arising out of or in connection with it or its subject matter shall
be governed by and construed solely in accordance with English law.


 


		13.	DISPUTE RESOLUTION



 


The Parties
irrevocably agree that the High Court of London located in London is to have exclusive jurisdiction to settle any dispute which
may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it. The Parties irrevocably
submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on
the ground that the proceedings have been brought in an inconvenient forum.


 


		14.	COSTS AND CHARGES



 


All banking
costs and charges related to the disbursement and repayment of the Loan shall be borne by the Borrower.


 


		15.	LANGUAGE



 


This Agreement
is made in English in two originals – one the Lender and one for the Borrower.


 


AS WITNESSED
WHEREOF, the parties hereto have caused this Agreement to be signed in two copies on date first above written.


 


	Signed by (Name
    & Signature)	 
	 	 
	for and on behalf of the Lender	 
	 	 
	Signed by (Name
    & Signature)	 
	 	 
	for and on behalf of the Borrower 	 


 




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