Exhibit 10.20


 


LOAN AGREEMENT


 


October I.2011


 


Bulk Partners (Bermuda)
Ltd


P.O Box HM2257


Hamilton I1MJX


Bermuda


 


Mr Ed Coll, Lagoa Investments
Ltd., and Mr Anthony Laura ("the Lenders"), are pleased to confirm that, subject to the following terms and conditions.
they agree to make loans to Bulk Partners (Bermuda) Ltd. ("the Borrower") in the aggregate amount of US$l 0,000.000.


 


The Notes:


The obligation to repay the loans shall
he evidenced by the three Promissory Notes (the "Notes") in substantially the form of Exhibit A hereto, dated the date
of the making of the loans, payable to the order of the Lenders in accordance with the repayment terms dictated by the Note.


 


The Interest:


The Note shall bear interest from its date,
payable annually as stipulated in the Notes, at a rate per annum (on the basis of a 360 day year for the actual number of days
involved) equal to eight percent. (8.00%) per annum. To the extent permitted by law, any payment of interest on the Notes not made
when due shall bear interest from the date when due until payment is made at a rate per annum equal to ten percent. (10%) per annum.


 


Optional Prepayment:


The Borrower shall have the right, on not
less than 7 days notice. to prepay the Notes in whole at any time or in part from time to time, together with accrued interest
on the principal being prepaid to the date of prepayment.


 


Representation and Warranties:


The Borrower represents and warrants that: 


		(a)	This Agreement constitutes, and the Note, when issued, will constitute, the valid and legally binding
obligations of the Borrower enforceable in accordance with their terms;



		(h)	There is no provision of any mortgage, indenture contract, or agreement binding on the Borrower
or affecting its property; which would prohibit. conflict with, or in any way prevent the execution, delivery, or carrying out
the terms of this Agreement and of the Notes.



 




    	 



    	 



    

 


Conditions of Lending:


The obligation of the Lenders to make each
loan is subject to the following conditions precedent:


 


		(a)	At the time of the loan (i) the Borrower shall have complied and
shall then be in compliance with all the terms. covenants and conditions of this Agreement which are binding upon it, (ii) there
shall have occurred no Event of Default as defined below and no event which, with the giving of notice or the lapse of time,
or both, would constitute an Event of Default and (iii) the representations and warranties contained
in this Agreement shall be true with the same effect as though such representations and warranties had been made at the
time of the loan.



 


Covenants:


The Borrower agrees that so long as it
may borrow under this Agreement and until the payment in full of the Notes it will give prompt '• iitten notice to the Lenders
of the following:


(i) Any Event of Default as defiled
below and any event which with the giving of notice or the lapse of time. or both, would constitute an Event of Default.


(ii) Any material adverse change
in the business, properties, condition (financial or other) or operations. present or prospective. of the Borrower.


 


Events of Default:


If any of the following events (each an
"Event of Default") shall occur:


		(a)	Default shall be made in any payment of interest on or principal of the Notes when demanded and
payable;



		(b)	Default shall be made in the due observance or performance of any other term, covenant or agreement
contained in this Agreement;



		(c)	Any representation or warranty made by the Borrower herein or any statement or representation made
in any certificate, report or other document delivered in connection herewith shall prove to have been misleading in any material
respect when made;



		(d)	The Borrower makes an assignment for the benefit of creditors, files a petition in bankruptcy,
is adjudicated insolvent or bankrupt under any law or statute of any jurisdiction, whether now or hereafter in effect, or if there
is commenced against the Borrower any such proceeding which remains undismissed for a period of 30 days. or the Borrower by any
act indicates its consent to, approval of or acquiescence in any such proceeding or suffers any such receivership to continue undischarged
for a period of 30 days; or



 




    	 



    	 



    

 


		(e)	One or more judgements against the Borrower or attachments against its property, which in the aggregate
exceed $50.000 or the operation or result of which could be to interfere materially and adversely with the conduct of the business
of the Borrower, remain unpaid. unstayed on appeal, undischarged, unbonded, or undismissed for a period of 30 days;



then the Notes shall become and be immediately
due and payable and the obligation of the Lenders to make any or further loans hereunder shall terminate upon declaration to that
effect delivered by the Lenders to the Borrower; provided. that upon the happening of any event specified in (d), no declaration
or other notice need be given.


 


Miscellaneous:


		(a)	This Agreement and the rights and obligations of the parties hereunder shall he governed by the
laws of the islands of Bermuda, as to both interpretation and performance.



		(b)	If any suit is instituted by the Lenders to enforce this Agreement or the Notes, the Borrower hereby
submits to jurisdiction and to the laying of venue in the Islands of Bermuda.



 


If you agree to the foregoing terms and
conditions, please signify your acceptance by signing, dating and returning to us the enclosed copy of this Agreement.


 


Yours faithfully,


For and on behalf of:-


 


ACCEPTED AND AGREED TO:


 


Dated:   October 1, 2011


 


For and on behalf of :Bulk Partners (Bermuda) Ltd