0000950162-01-000265 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs • New York
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs • New York
RECITALS
Stock Purchase Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs • New York
Joint Filing Agreement
Joint Filing Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows of or has reason to believe that such information is not accurate.

RECITALS
Profit Participation Interest Agreement • March 5th, 2001 • Heartland Industrial Partners L P • Carpets & rugs • New York
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