Exhibit 10.44


FORBEARANCE
AGREEMENT


This FORBEARANCE AGREEMENT (the “Agreement”) is made
as of this 2nd day of November by and among BANK OF AMERICA, N.A., successor to
Fleet Capital Corporation with an address at 200 Glastonbury Boulevard,
Glastonbury, Connecticut 06033  (the “Lender”),
IWT TESORO CORPORATION, a Nevada corporation with its chief executive
office and principal place of business at Suite 10, 191 Post Road West,
Westport, Connecticut 06880, INTERNATIONAL WHOLESALE TILE, INC., a Florida
corporation with its chief executive office and principal place of business at
3500 S.W. 42nd Avenue, Palm City, Florida 34990, THE TILE
CLUB, INC., a Delaware corporation with its chief executive office and
principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (“The Tile Club”), and TESORO DIRECT, INC. f/k/a IMPORT
FLOORING GROUP, INC., a Delaware corporation with its chief executive office
and principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (jointly and severally and together with their successors and
assigns, collectively, the “Borrower”), IWT TESORO TRANSPORT, INC., a Florida
corporation, with its chief executive office located at 191 Post Road West,
Suite 10, Westport, Connecticut 06880 (“Transport”), IWT TESORO INTERNATIONAL,
LTD., a Bermuda exempt company with its chief executive office located at
Clarendon House, 2 Church Street, Hamilton, H11, Bermuda (“International”, together
with The Tile Club and Transport, collectively, the “Guarantor” and sometimes
collectively with the Borrower, the “Credit Parties”).


WITNESSETH:


WHEREAS, Borrower and Lender entered into a certain Loan and Security
Agreement dated as of September 10, 2003, as amended by that certain First
Amendment to Loan and Security Agreement dated February 19, 2004, as further
amended by that certain Second Amendment to Loan and Security Agreement dated
March 22, 2004, and as further amended by that certain Third Amendment to Loan
and Security Agreement dated October 7, 2004 (collectively, the “Original Credit
Agreement”), whereby the Lender agreed to make loans and extend credit to the
Borrower; and


WHEREAS, Borrower and the
Lender amended and restated the Original Loan Agreement pursuant to that
certain Amended and Restated Loan and Security Agreement dated as of December
31, 2004, as amended by that certain First Amendment dated April 25, 2005, that
certain Second Amendment dated June 30, 2005, that certain Third Amendment
dated November 17, 2005, that certain Fourth Amendment dated March 31, 2006 and
that certain Fifth Amendment dated September 5, 2006 (collectively, as
confirmed and in effect from time to time, the “Credit Agreement”), pursuant to
which the Lender agreed to extend to Borrower a revolving loan in the principal
amount of up to $26,500,000 (the “Loan”); and


WHEREAS, in connection with
the execution and delivery of the Original Credit Agreement Transport and
International each executed certain Continuing Guaranty Agreements dated as of
September 10, 2003, and Tile Club executed that certain Continuing Guaranty 











 


Agreement dated as of
October 7, 2004 (collectively, as confirmed and in effect from time to
time, the “Guaranty”); and


WHEREAS, all capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Credit
Agreement; and


WHEREAS, the Borrower have
been notified of those certain Events of Default which have occurred and are
continuing under the Agreement pursuant to that certain Default Letter from Lender
to the Credit Parties dated October 24, 2006 (“Default Letter”), which Events
of Default (“Specified Defaults”) are:


1.                                       Section 8.3.4 of the Agreement entitled “Minimum
EBITDA” is violated for the month ending August, 2006.


2.                                       Based on the preliminary financial statements
delivered by the Borrower to the Lender (i) Section 8.3.4. of the Agreement
entitled “Minimum EBITDA” is violated for the month ending September, 2006; and
(ii) Section 8.3.3 of the Agreement entitled “Minimum Fixed Charge Coverage Ratio”
is violated for the period ending September 30, 2006.


WHEREAS, the
Credit Parties have requested that the Lender agree to forbear from the
exercise of its rights and remedies under the Credit Agreement, the Revolving
Credit Note, the Guaranty and the Loan Documents to provide for the engagement
of a “Consultant”; and


WHEREAS, the Lender
is willing to forbear from the exercise of such rights and remedies based upon
the representations stated herein and subject to and upon the terms, conditions
and limitations set forth in this Agreement; and


WHEREAS, the Lender
and the Credit Parties agree that this Agreement shall become effective and
constitute an agreement by and among the Lender and the Credit Parties as to
such terms, conditions and limitations of forbearance;


NOW THEREFORE, for
one dollar ($1.00) and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


1.             Acknowledgement of Default.  The Credit Parties hereby acknowledge and
agree that (i) the Borrower’s are in Default under the Credit Agreement as more
particularly referenced in the Default Letter, (ii) that as a result of said
Default, the Lender became entitled to exercise its various rights and remedies
under the Credit Agreement, the Revolving Credit Note, the Guaranty, the Loan Documents
and under applicable law.


2.             Request
for Forbearance. The Credit Parties hereby request that the Lender forbear
from the exercise of its rights and remedies under the Credit Agreement, the Revolving
Credit Note, the Guaranty, the Loan Documents and any other documents,
agreements and instruments executed and delivered in connection therewith by
the Credit Parties (collectively, 



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with the Credit Agreement, the Revolving Credit Note,
the Guaranty, and the Loan Documents, the “Credit Documents”) in consideration
of the covenants and undertakings of the Credit Parties set forth in this
Agreement.  The Credit Parties hereby
acknowledge and agree that the Lender’s agreement to forbear from exercising
such rights and remedies does not constitute an extension of the maturity date
of the Obligations or a “cure period” with respect to the Specified Defaults
(or any other Default or Event of Default which may exist or continue to exist)
and that, by entering into this Agreement, the Lender has agreed to forbear
from the enforcement of such rights and remedies during the Forbearance Period
(as hereinafter defined) but has not waived or released any of its rights and
remedies with respect to the Specified Defaults (or any other Default or Event
of Default) that the Lender may have under the Credit Documents or under
applicable law.  The Credit Parties also
acknowledge and agree that the Lender’s agreement to forbear as aforesaid does
not constitute a waiver or release of any of its rights under the Credit
Documents.  The Credit Parties finally
acknowledge and agree that, except as otherwise set forth in this Agreement,
that as a result of the continuance of the Specified Defaults, the Lender has
no obligation to make any loan or advance or otherwise extend credit to the
Borrower.


3.             Ratification
and Confirmation.  The Credit Parties
hereby ratify and confirm their agreements, covenants and obligations under the
Credit Documents and acknowledge that the Credit Documents shall continue in
full force and effect as security for the payment and performance of all of the
obligations of the Credit Parties to the Lender.  The Credit Parties acknowledge and confirm
that the liens, security interests and other encumbrances granted to the Lender
pursuant to the Credit Documents are valid, subsisting, enforceable first
priority liens and security interests on the personal property and other
collateral which are the subject thereof. 
Except for the continuance of the Specified Defaults, the Credit Parties
hereby confirm and agree that all representations and warranties of the Credit
Parties contained in the Credit Documents are true and correct in all material
respects as of the date hereof except to the extent that any of such
representations or warranties specifically relate to a prior time period or
date.  The Credit Parties hereby confirm
and agree to fully and timely perform all agreements, covenants and obligations
of the Credit Parties contained in the Credit Documents if and as modified by
this Agreement.  The Credit Parties
hereby acknowledge and agree that the obligations of the Credit Parties to the Lender
under the Credit Documents are not subject to any counterclaim, right of set-off
or defense of any kind in favor of the Credit Parties.  As of the date hereof, the Credit Parties
acknowledge and agree that, as of the close of business on October 27, 2006,
the aggregate principal amount of the Loan is $24,930,683.00.


4.             Forbearance.


The Lender hereby agrees, subject to the terms,
conditions and limitations set forth in this Agreement, to forbear from the
exercise of its rights and remedies under the Credit Documents for a period
(the “Forbearance Period”) commencing as of the effective date hereof and continuing
until the date (the “Forbearance Termination Date”) which is the earlier of (a)
December 10, 2006 (the “Scheduled Forbearance Termination Date”), (b) the
occurrence of a Default or Event of Default (other than the Specified Defaults)
under the Credit Documents, (c) the failure of any Credit Party to comply with
the terms or conditions of this Agreement or the Credit Documents, if and as
modified by this Agreement, (d)  any
further material adverse 



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change in the financial condition or business prospects
of the Credit Parties shall occur, (e) 
the commencement after the date hereof by any of the Credit Parties or
any officer, director, shareholder, guarantor, subsidiary or affiliate of any
the Credit Parties of any lawsuit, litigation or other proceeding against the Lender,
any affiliate of the Lender or any officer, director, employee or agent of the Lender
or any affiliate of the Lender in connection with the Credit Documents, this
Agreement or any other credit relationship between the Lender, any affiliate of
the Lender  and any of the Credit
Parties, (f) the creation or incurrence after the date hereof of any lien,
security interest, mortgage or other encumbrance (hereinafter an “Encumbrance”)
other than Encumbrances existing on the date hereof and known to the Lender or
Encumbrances in favor of the Lender with respect to any of the Collateral, (g)
the dissolution, liquidation, merger, consolidation or sale of all or
substantially all of the properties or assets of the Borrower or the taking of
any action by the Borrower or any of its officers, directors or shareholders
which may result in any such corporate action by the Borrower, (h) the
commencement by or against any of the Credit Parties of a proceeding under
Federal bankruptcy law, any Federal or state insolvency law or any other law
for the benefit of creditors, or (i) the sale or other disposition of any
product line or other properties and assets of the Borrower (other than in the
normal course of business or in connection with any sale, transfer or exchange
of slow-moving inventory for either cash or assets).  On and after the Forbearance Termination
Date, the Lender shall be free in its sole and absolute discretion to exercise
any of its rights and remedies as aforesaid without further notice to or demand
upon the Credit Parties.


5.             Terms
and Conditions of Forbearance.  The Lender
and the Credit Parties hereby agree that the following terms and conditions
shall apply during the Forbearance Period:


The Borrower shall reimburse the Lender for the fees
and expenses incurred by the Lender, including consultant and attorneys fees,
in connection with the preparation of this Agreement, the exercise of its
rights and remedies under the Credit Documents, the performance of field
examinations and the monitoring and administration of its credit relationship
with the Borrower (each, an “Expense Reimbursement”).  Any such accounting will be provided in
reasonable detail but without the waiver of any attorney-client or similar
privilege or right of confidentiality.


6.             Tolling
of Time Periods. Notwithstanding any provision of this Agreement to the
contrary, the Credit Parties hereby acknowledge and agree as follows:


(i)            the
Forbearance Period shall not be considered in determining whether any
preference period under Title 11 of the United States Code shall have expired.


(ii)           in
any suit, action or proceeding which may hereafter be brought against any of
the Credit Parties by the Lender in connection with the Credit Documents or any
Advances thereunder, or in any settlement or other determination thereof, the
Credit Parties shall not plead or assert as a defense that the Forbearance
Period is or should be considered in determining whether any statute of
limitations, laches, estoppel or other defense based upon the lapse of time,
the giving of notice or both bars such suit, action or proceeding.



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7.             Effect of Agreement.  The Lender and the Credit Parties hereby
acknowledge and agree that except as provided in this Agreement, the Credit
Agreement and the other Credit Documents remain in full force and effect and
have not been modified or amended in any respect, it being the intention of the
Lender and the Credit Parties that this Agreement and the Credit Agreement be
read, construed and interpreted as one and the same instrument.


8.             Other
Terms and Conditions.  The Lender’s
agreement to forbear under Section 4 of this Agreement shall be subject to the
satisfaction of the following terms and conditions:


a.             The
Borrower shall engage (“Consultant Engagement”) no later than December 1,
2006 a Management Consultant (“Consultant”), acceptable to Lender, which may be
chosen from the list attached hereto as Schedule A  to provide a comprehensive business
assessment which shall include, without limitation, an operational plan review,
strategic assessment, business model feasibility study, cash planning and
liquidity planning advice, analysis and performance improvement strategy,
including business plan execution, organizational alignment and rationalization
and profit improvement.  The
Consultant Engagement referenced in this Section 8(a) shall continue until such
time as Lender notifies the Credit Parties in writing of the ability to
terminate the same.


b.             The
Borrower shall immediately advise the Lender of any termination or abandonment
of the Consultant.  The Consultant shall
issue a report to the Lender on or before the first (1st) and fifteenth (15th) of each month indicating the
status of the Consultant Engagement and the progress thereof.


c.             The
Credit Parties shall execute and deliver such documents, agreements and        instruments as the Lender and its legal
counsel shall reasonably require to effectuate the transactions contemplated by
this letter, including, but not limited to, corporate resolutions, title
searches, good standing certificates, incumbency certificates, UCC financing
statements, evidence of insurance and the like.


9.             Covenants.  Without any prejudice or impairment
whatsoever to any of the Lender’s rights and remedies contained in the Credit
Documents, the Credit Parties hereby acknowledge and agree as follows:


a.             Each
Credit Party shall comply and continue to comply with all of the terms,
covenants and provisions contained in the Credit Documents, except as otherwise
contemplated herein and as such terms, covenants and provisions are expressly
modified by this Agreement upon the terms and conditions set forth herein.


b.             Each
Credit Party shall at any time or from time to time execute and deliver such
further instruments, and take such further action as the Lender may reasonably
request, in each case further to effect the purposes of this Agreement,
including, without limitation, UCC amendments.



 5
 








 


10.           Termination
of Forbearance.  Upon the termination
of the Lender’s forbearance obligations under this Agreement as set forth in
Section 4 of this Agreement, any and all fees, expenses and other amounts due
to the Lender or any affiliate of the Lender in respect of the Credit Documents
or this Agreement, shall become immediately due and payable in full in cash
without notice or any action of any kind whatsoever and the Lender shall be
free in its sole and absolute discretion to exercise or continue with the
exercise of any or all of its rights and remedies under or in respect of the
Credit Documents and applicable law.  All
of the obligations, indebtedness and liabilities of the Credit Parties to the Lender
under the Credit Documents and this Agreement shall survive the Forbearance
Termination Date, and the payment and performance thereof shall be secured by
any collateral or security which any Credit Party has or may, from time to
time, grant or pledge to the Lender.


11.           Release and Indemnity.


(a)           Each Credit Party, on its own behalf
and for its successors and assigns, hereby waives, releases and discharges the Lender,
any affiliate of the Lender and all directors, officers, employees and agents
of the Lender or any affiliate of the Lender, from any and all claims, demands,
actions or causes of action arising out of or in any way relating to the Credit
Documents, this Agreement, the credit and collection relationships between the Lender
and the Credit Parties relative thereto, and any documents, agreements,
dealings or other matters connected therewith, including without limitation all
known and unknown matters, claims, transactions or things occurring prior to
the date of this Agreement related to the subject matter thereof and hereof.


(b)           Each Credit Party, on its own behalf
and for its successors and assigns, hereby waives, releases and discharges the Lender,
any affiliates of the Lender, and all directors, officers, employees and agents
of the Lender or any affiliate of the Lender, from any and all claims, demands,
actions or causes of action arising out of or in any way relating to any other
credit or loan relationship between the Lender and any Credit Party or any
affiliate of any Credit Party, and any documents, agreements, dealings or other
matters connected with such other credit or loan relationship, including
without limitation all known and unknown matters, claims, transactions or
things occurring prior to the date of this Agreement related to such other
credit or loan relationship.


(c)           Each Credit Party agrees, jointly and
severally, to indemnify and hold the Lender, any affiliate of the Lender and
their respective shareholders, directors, officers, employees and agents
harmless from and against any and all damages, losses, obligations, payments,
liabilities, claims, actions or causes of action, fees or expenses (including
legal fees) and other matters of every kind and character incurred, sustained
or paid by the Lender, any affiliate of the Lender or any of such shareholders,
directors, officers, employees and agents arising out of or in any way relating
to the Credit Documents,  this
Agreement,  the Lender’s administration
of the credit and collection relationships between the Lender and the Credit
Parties and any other credit or loan relationship between the Lender and any
Credit Party, and any documents, agreements, dealings or other matters connected
therewith, including without limitation all known and unknown matters, claims,
transactions or things occurring prior to the 



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date of this Agreement related to the subject matter
thereof and hereof.  In the event of
litigation or other proceedings relating to any of the foregoing, the Lender
shall be entitled to select its own legal counsel, and, in addition to the
foregoing indemnity, the Credit Parties agree to promptly pay the reasonable
fees and expenses of such counsel.  The
foregoing indemnity and obligation to pay counsel fees shall not apply to the
extent that the Credit Parties prevail on any claim brought by the Credit
Parties against Lender.


12.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut, without
regard to any conflict of laws rules.


13.           Waivers.  Each Credit Party waives presentment, demand,
notice, protest, notice of acceptance of this Agreement, notice of any loans
made, credit or other extensions granted, collateral received or delivered or
any other action taken in reliance hereon and all other demands and notices of
any description, except for such demands and notices as are expressly required
to be provided to Debtor under this Agreement or any other document evidencing
the Obligations.  With respect to both
the Obligations and the Collateral, each Credit Party assents to any extension
or postponement of the time of payment or any other forgiveness or indulgence,
to any substitution, exchange or release of Collateral, to the addition or
release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromise or
adjustment of any thereof, all in such manner and at such time or times as the Lender
may deem advisable.  The Lender shall not
be required to marshal any present or future collateral or security and may
exercise its rights with respect to the Collateral without resorting, or
regard, to other collateral or sources of reimbursement for Obligations.  The Lender shall not be deemed to have waived
any of its rights with respect to the Obligations or the Collateral unless such
waiver is in writing and signed by the Lender. 
No delay or omission on the part of the Lender in exercising any right shall
operate as a waiver of such right or any other right.  A waiver on any one occasion shall not bar or
waive the exercise of any right on any future occasion.  All rights and remedies of the Lender in and
to the Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, are cumulative and not exclusive of any remedies provided
by law or any other agreement, and may be exercised separately or concurrently.


14.           Expenses.  The Credit Parties shall, on demand, pay or
reimburse the Lender for all reasonable expenses (including attorneys’ fees of
outside legal counsel) incurred or paid by the Lender or any affiliate of the Lender
in connection with the preparation, negotiation, administration or enforcement
of the Credit Documents or this Agreement, the collection of the Obligations,
the sale, foreclosure or other disposition of the Collateral, the defense of
any claim or action brought by the Credit Parties against the Lender in
connection with any enforcement of the Credit Documents or this Agreement
(except to the extent that the Credit Parties prevail in any such claim or
action),  and any other amounts expended
by the Lender or any affiliate of the Lender under the Credit Documents or this
Agreement, including without limitation such expenses as are incurred to
ascertain, verify or preserve the value of the Collateral and the validity,
perfection, priority and value of any security interest created hereby, the
collection, sale or other disposition of any of the Collateral or the exercise
by the Lender of any of the rights and remedies conferred upon it thereunder or
hereunder.



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15.          PREJUDGMENT REMEDY.  EACH CREDIT PARTY ACKNOWLEDGES THAT THE
TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION AND
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE
CONNECTICUT GENERAL STATUTES OR BY OTHER APPLICABLE LAW WITH RESPECT TO ANY
PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE AND FURTHER WAIVE THEIR
RESPECTIVE RIGHT TO REQUEST THAT THE LENDER POST A BOND, WITH OR WITHOUT
SURETY, TO PROTECT ANY CREDIT PARTY OR OTHER PSON AGAINST DAMAGES THAT MAY BE
CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY THE LENDER BY VIRUTE OF
ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR ANY OF THE CREDIT DOCUMENTS.


16.          JURY TRIAL.  EACH CREDIT PARTY HEREBY WAIVES TRIAL BY JURY
IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING OR ANY MATTER ARISING IN
CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTION OF WHICH THIS
AGREEMENT IS A PART AND/OR IN THE ENFORCEMENT BY THE LENDER OF ANY OF ITS
RIGHTS AND REMEDIES UNDER THE CREDIT DOCUMENTS, THIS AGREEMENT OR UNDER
APPLICABLE LAW.  EACH CREDIT PARTY
ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY.


17.          NEGOTIATION OF AGREEMENT.  THE CREDIT PARTIES HEREBY ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVE BEEN ESTABLISHED ON
THE BASIS OF MUTUAL NEGOTIATION BETWEEN THE LENDER AND THE CREDIT PARTIES AND
THE CREDIT PARTIES HAVE BEEN AFFORDED THE OPPORTUNITY TO REVIEW AND COMMENT
UPON SUCH TERMS AND CONDITIONS AND HAVE BEEN ADVISED BY THE LENDER TO SEEK THE
ADVICE OF THE CREDIT PARTIES’ LEGAL, ACCOUNTING AND OTHER PROFESSIONAL
ADVISORS.  THE CREDIT PARTIES HEREBY
AGREE THAT THEIR EXECUTION OF THIS AGREEMENT AND ACCEPTANCE OF THE TERMS,
CONDITIONS AND LIMITATIONS THEREOF IS KNOWING AND VOLUNTARY.  THE CREDIT PARTIES FURTHER ACKNOWLEDGE THAT
THE LENDER HAS NOT AGREED WITH OR REPRESENTED TO THE CREDIT PARTIES OR ANY
OTHER PERSON THAT THE PROVISIONS OF THIS AGREEMENT WILL NOT BE FULLY ENFORCED
BY THE LENDER IN ALL INSTANCES.


18.           Amendments.  No modification or amendment of this
Agreement shall be effective unless same shall be in writing and signed by the
parties hereto.


19.           Assignment.  The Lender may, in its sole discretion and
without the consent of the Credit Parties, assign this Agreement and its rights
hereunder in connection with any sale or transfer of, or grant of a
participation in, all or a portion of the Obligations to any Person. In 



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connection with any of the foregoing, the Lender may
disclose to a prospective purchaser, assignee, participant or transferee, and
their agents, attorneys or other consultants, any information, confidential or
otherwise, possessed by the Lender relating to this Agreement, the Credit Parties
or the Credit Documents.  No Credit Party
may assign or transfer its rights and obligations hereunder.


20.           Counterparts.  This Agreement may be signed in any number of
counterparts with the same effect as if the signatures hereto and thereto were
upon one and the same instrument.


21.           No
Agency Relationship.  The Lender is
not the agent, fiduciary or representative of any Credit Party nor is any
Credit Party the agent, fiduciary or representative of the Lender and this
Agreement shall not make the Lender or any affiliate of the Lender liable to
any third party, including but not limited to, any Credit Party’s shareholders,
directors, officers or creditors.


22.           Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.


23.           Entire
Agreement.  This Agreement and the
Credit Documents constitute the entire understanding and agreement of the Lender
and the Credit Parties with respect to the matters set forth herein and
supersede any prior or contemporaneous written or oral understanding or
agreement with respect to the subject matter hereof.


24.           Headings.  All article, section and subsection headings
in this Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.


25.           Interpretation
and Construction.  The following
rules shall apply to the interpretation and construction of this Agreement
unless the context requires otherwise: (a) the singular includes the plural and
the plural includes the singular; (b) words importing any gender include the
other genders; (c) references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute to which
reference is made and all regulations promulgated pursuant to such statutes;
(d) references to “writing” shall include printing, photocopy, typing,
lithography and other means of reproducing words in a tangible, visible form;
(e) the words “including”, “includes” and “include” shall be deemed to be
followed by the words “without limitation”; (f) references to the introductory
paragraph, preliminary statements, articles, sections (or subdivisions of
sections), exhibits or schedules are to those of this Agreement unless
otherwise indicated; (g) references to agreements and other contractual
instruments shall be deemed to include all subsequent amendments and other
modifications to such instruments, but only to the extent that such amendments
and other modifications are permitted or not prohibited by the terms of this Agreement;
(h) references to Persons include their respective permitted successors and
assigns; and (i) “or” is not exclusive.


[SIGNATURE PAGES
FOLLOW]



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IN WITNESS WHEREOF, the Lender and the Credit Parties
have executed this Agreement as of the date first set forth above.


	
  

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  IWT TESORO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  Its President

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERNATIONAL WHOLESALE
  TILE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul F. Boucher

  Its President

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TILE CLUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  Its President

  Duly Authorized

  



 



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  TESORO DIRECT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  Its President

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  IWT TESORO TRANSPORT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  Title:

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IWT TESORO INTERNATIONAL,
  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  Title:

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TILE CLUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  Its President

  Duly Authorized

  



 



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  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Deirdre Sikora

  Its Vice President

  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Schedule A


J.
Jette Campbell, Managing Director

Carl Marks Advisory Group

212 S. Tryon Street

Suite 1270

Charlotte, NC 28201

Phone:  704-714-1240

E-mail: jcampbell@carlmarks.com


Robert
Kofman

Richter Consulting

Phone: 416-932-6228


Joel
Getzler or Bill Henrich

Getzler Henrich

295 Madison Avenue

20th Floor

Phone: 212-697-2400


J.
Tim Pruban

Focus Management Group

9501 W. Devon Ave.

Suite 701

Rosemont, IL 60018

Phone: 847-318-7400

E-mail:  t.pruban@focusmg.com



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