Exhibit 10.19
CONTINUING GUARANTY AGREEMENT
This CONTINUING GUARANTY AGREEMENT (the "Guaranty") is made as of this 25th day
of August, 2005 by IWT TESORO INTERNATIONAL LTD., a Bermuda corporation, IWT
TESORO TRANSPORT, INC., a Florida corporation, THE TILE CLUB, INC., a Delaware
corporation, and IMPORT FLOORING GROUP, INC., a Delaware corporation
(collectively, "Guarantor") in favor and for the benefit of LAURUS MASTER FUND,
LTD. ("Lender").
W I T N E S S E T H:
WHEREAS, Lender has agreed to make loans and advances (collectively, the "Loan")
and otherwise extend credit to IWT Tesoro Corporation, a Nevada corporation and
International Wholesale Tile, Inc., a Florida corporation (collectively, the
"Borrower") pursuant to the terms of a Security Agreement dated as of August 25,
2005 (as amended, modified, supplemented and restated from time to time, the
"Security Agreement") among Borrower and Lender and each Ancillary Agreement
referred to in the Security Agreement (the Security Agreement and each Ancillary
Agreement as amended, modified, supplemented and restated from time to time,
collectively, the "Loan Documents");
WHEREAS, Guarantor is an affiliate and/or subsidiary of Borrower and, as such,
has and will derive substantial benefits from the making of such loans, advances
and extensions of credit to Borrower by Lender; and
WHEREAS, in consideration of such benefits, Guarantor has agreed to guarantee
the payment and performance of Borrower's obligations to Lender;
NOW, THEREFORE, Guarantor agrees as follows:
1.
GUARANTY OF PAYMENT AND PERFORMANCE.
GUARANTOR HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES TO
LENDER THE FULL AND PUNCTUAL PAYMENT AND PERFORMANCE OF ANY AND ALL LOANS,
ADVANCES, INDEBTEDNESS, LIABILITIES, OBLIGATIONS, COVENANTS OR DUTIES OF
BORROWER TO LENDER OF ANY KIND OR NATURE, WHETHER ARISING UNDER A LOAN, LEASE,
CREDIT CARD, LINE OF CREDIT, LETTER OF CREDIT, GUARANTY, INDEMNITY,
CONFIRMATION, CURRENCY EXCHANGE, INTEREST RATE PROTECTION ARRANGEMENT,
OVERDRAFT, OR OTHER TYPE OF FINANCING ARRANGEMENT, AND ANY AND ALL EXTENSIONS
AND RENEWALS THEREOF, AND MODIFICATIONS AND AMENDMENTS THERETO, WHETHER IN WHOLE
OR IN PART, WHETHER CREATED DIRECTLY BY LENDER OR ACQUIRED BY ASSIGNMENT,
PURCHASE, DISCOUNT OR OTHERWISE, WHETHER ANY OF THE FOREGOING ARE DIRECT OR
INDIRECT, JOINT OR SEVERAL, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, NOW
EXISTING OR HEREAFTER ARISING, WHETHER UNDER ANY PRESENT OR FUTURE DOCUMENT,
AGREEMENT OR OTHER INSTRUMENT, AND WHETHER OR NOT EVIDENCED BY A WRITING AND
SPECIFICALLY INCLUDING, UNPAID PRINCIPAL, PLUS ALL ACCRUED AND UNPAID INTEREST
THEREON, TOGETHER WITH ALL FEES, EXPENSES, COMMISSIONS, CHARGES, PENALTIES AND
OTHER AMOUNTS OWING BY OR CHARGEABLE TO BORROWER UNDER THE LOAN DOCUMENTS AND
ALL OBLIGATIONS OR INDEBTEDNESS OF BORROWER FOR POST-PETITION INTEREST, FEES,
COSTS AND CHARGES THAT WOULD HAVE ACCRUED THEREON BUT FOR THE COMMENCEMENT BY OR
AGAINST BORROWER OF A CASE UNDER TITLE 11, UNITED STATES CODE (COLLECTIVELY, THE
"OBLIGATIONS"), AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE, WHETHER AT
MATURITY, BY ACCELERATION OR OTHERWISE.
2.
MAXIMUM GUARANTEED AMOUNT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS GUARANTY TO THE CONTRARY, IF THE
OBLIGATIONS OF GUARANTOR HEREUNDER WOULD OTHERWISE BE HELD OR DETERMINED BY A
COURT OF