WABASH NATIONAL CORP /DE
SHARE TRANSFER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>2
<FILENAME>c60874ex10-14.txt
<DESCRIPTION>SHARE TRANSFER AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.14

URNr.    3042 / K       / 2000
      ------------------


Today on this twelfth day of December 2000

                                 - 12.12.2000 -

there appeared before me,

                                 Dr. Dieter Karl

notary public in Munich, at the offices of Bayerische
Kapitalbeteiligungsgesellschaft mbH, where I have come at the request of the
appearing persons:

1.  Richard H. Snodgress,

    businessman,

    business address: 1000 Sagamore Parkway South, Lafayette, Indiana 47905, USA

acting not on his own behalf but under power of attorney attached hereto on
behalf of WABASH NATIONAL CORPORATION, 1000 Sagamore Parkway South, Lafayette,
Indiana 47905, U.S.A. (the "PURCHASER")

and

2.  a.     Eike Lehmann,
           businessman,
           business address: Promenadeplatz 1, D-80333 Munich

    and

    b.     Dr. Werner Stockner
           businessman,
           business address: ibid.

The persons appearing at ad. 2.a. and b. are not acting on their own behalf but
in their capacity as managing director and fully authorized officer (Prokurist)
of BAYERISCHE KAPITALBETEILIGUNGSGESELLSCHAFT MBH, with its seat in Munich and
its business address at Promenadeplatz 1, 80333 Munich, Germany (the "SELLER")


The Purchaser and the Seller are referred to herein as the "PARTIES".


The appearing person identified themselves by official identity cards.


Upon request by the notary, the appearing persons declared that the undersigned
notary has not acted on behalf of the parties outside his official duties as a
notary.


The notary has verified that the appearing persons are in sufficient command of
the English language to proceed with the notarization in English.


At the request of the appearing persons, I record in accordance with the
declarations the following

<PAGE>   2
                   SHARE TRANSFER AGREEMENT (the "AGREEMENT"):


WHEREAS

1     ETZ Europaische Trailerzug Beteiligungsgesellschaft mbH (the "Company") is
      a company with limited liability under German law, with its registered
      seat in Munich, Germany, registered under the registration number HRB
      106942 at the Commercial Register Munich with a fully paid up share
      capital of DM 17,357,000 (in words: German Mark seventeen million
      threehundred-fiftyseventhousand).

2     The Purchaser is a corporation under the laws of Delaware, with its
      registered seat in Lafayette, Indiana, U.S.A., and currently owning 25.1%
      of the shares (Geschaftsanteile) in the Company.

3     The Seller is a company with limited liability under German law, with its
      registered seat in Munich, Germany, registered under the registration
      number HRB 41723 at the Commercial Register Munich and currently owning
      shares in the total nominal amount of DM 13,000,000 equaling 74.9% of the
      nominal share capital in the Company.

4     The Seller, as an investment company, is currently restructuring its
      portfolios. With regard to this process , the Seller wishes to dispose of
      the shares in the Company. The Seller wishes to sell to the Purchaser, and
      the Purchaser wishes to buy from the Seller all of the Shares in the
      Company currently held by the Seller under the terms and conditions set
      forth in this Agreement therewith acquiring 100% of the shares in the
      Company.

5     The Seller is interested in and the Purchaser is willing to ensure a
      continuation of the business of the Company and its subsidiary, BTZ
      Bayerische Trailerzug Gesellschaft fur bimodalen Guterverkehr mbH ("BTZ"),
      including the preservation of existing jobs and of the principal place of
      business in the Free State of Bavaria.

It is agreed as follows:


                                    ARTICLE I
                           SALE AND PURCHASE OF SHARES

1     The Seller owns shares in the aggregate nominal amount of DM 13,000,000
      representing approx. 74.9% of the share-quotas in the Company (the
      "Shares").

2     Under the terms and conditions of this Agreement, the Seller hereby agrees
      to sell to the Purchaser and the Purchaser hereby agrees to buy from the
      Seller all of the Shares of the Seller in the Company in the aggregate
      nominal amount of DM 13,000,000.- and constituting approx. 74.9% in the
      nominal share capital of the Company.

3     Subject to the fulfilment of the Conditions Precedent set out in Article
      IV hereof, the Seller hereby assigns the Shares to the Purchaser and the
      Purchaser hereby accepts such assignment.

4     The Shares sold and assigned pursuant to subsection 2 and 3 above are sold
      and assigned with economic effect from 1 January 2001 with all rights
      attaching thereto, including, without limitation, the right to receive
      dividends, if any, for the fiscal year starting on 1 January 2000.
<PAGE>   3
                                   ARTICLE II
                                 PURCHASE PRICE

1     The Purchase Price for the Shares in the Company is DEM 1 (in words:
      German Mark one).

2     The Purchase Price shall be due and payable upon Closing to the Seller in
      cash.

3     In the cases described in Article IX paras. 2 and 3, an additional
      purchase price shall apply.


                                   ARTICLE III
                                 EFFECTIVE DATE

1     The ownership in the Shares is deemed to be transferred to the Purchaser
      with effect as of 1 January 2001 (the "Effective Date"). On Effective Date
      all rights related to the Shares shall accrue with the Purchaser.

2     The Purchaser shall be entitled to receive the entire dividends of the
      Company, if any, for the business year 2000, which started on 1 January
      2000.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

The validity of this Agreement is subject to the fulfillment of the following
conditions, in respect of which each of the Parties shall make all reasonable
efforts to procure that they are fulfilled as soon as possible after signing of
this Agreement:

1     Approval resolution by the general assembly of the Company on the transfer
      of the Shares to the Purchaser pursuant to Section 11 of the articles of
      association of the Company;

2     Seller shall make, subject to paras 1 above and 3 below, a non-redeemable
      shareholder equity contribution to the Company in the amount of DM
      7,500,000 (in words: German Marks seven million fivehundredthousand) less
      the amount withheld, if any, by the Seller in accordance with Article VIII
      below;

3     Purchaser shall make a non-redeemable shareholder equity contribution to
      the Company in the amount of DM 2,500,000.-. (in words : German Marks two
      million fivehundredthousand), including an amount of DM 1,000,000. -- paid
      to the Company by the Purchaser in November 2000.
<PAGE>   4
In the event that (i) any of the conditions precedent, as set forth under this
Article IV, has not been met by January 31, 2001, provided that the period had
not been extended by mutual consent, either Party may terminate this Agreement
upon written notice to the other Party, except that the Party which
unjustifiably prevents a condition precedent under this Article IV from being
met, shall not have such right of termination. For the avoidance of doubt:
nothing in paras. 2 and 3 above shall be construed to give the Company a direct
claim for payment; rather, payment to the Company can only be requested by the
parties hereto. Any claim for payment is subject to the condition that no prior
filing for insolvency proceedings has been made with regard to the Company.



                                    ARTICLE V
                                     CLOSING

1     Closing shall take place no later than five business days following the
      fulfillment of all of the conditions precedent set forth under Article IV
      (the "Closing Date") at the registered seat of the Company or any other
      place mutually agreed upon by the Parties.

2     On Closing Date the Seller shall provide the Purchaser with (i) a copy of
      the shareholder approval resolution described under Article IV Clause 1
      and (ii) written confirmation, acceptable to the Purchaser in form and
      substance, evidencing payment of the non-redeemable shareholder equity
      contribution by the Seller to the Company as set out under Article IV
      Clause 2.

3     On Closing Date the Purchaser shall (i), against receipt of the documents
      set out under Clause 2, pay to the Seller the Purchase Price and (ii)
      provide the Seller with written confirmation, acceptable to the Seller in
      form and substance, evidencing payment of the non-redeemable shareholder
      equity contribution by the Seller to the Company as set out under Article
      II Clause 2.

4     On Closing Date, or any other date mutually agreed upon by the Parties,
      the Parties shall execute a closing confirmation as set forth in Annex ./1
      (the "Closing Confirmation"). For the avoidance of doubt: the transfer of
      the shares shall become effective upon satisfaction of the conditions set
      forth in Article IV above and the Closing Confirmation shall be of
      confirmatory nature only.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

1     Representations and Warranties of the Seller:

      The Seller represents and warrants by means of an independent guaranty
      undertaking ("selbstandiges Garantieversprechen") the following as of the
      date of the signing of this Agreement and as of the Closing Date:

            1.1 The Company is a company with limited liability duly organized,
            registered, and validly existing under the laws of the Republic of
            Germany. The Purchaser is aware that the current financial situation
            of the Company may give rise to the need for filings under the
            German Insolvency Code.
<PAGE>   5
            1.2 The Seller is the owner of the Shares in the aggregate nominal
            amount of DM 13,000,000, constituting approx. 74.9% of the Shares in
            the Company and has good and valid title to the Shares, free and
            clear of liens, encumbrances, options and of other charges and
            claims of third parties.

            1.3 The Seller has all requisite power and authority to execute this
            Agreement and to perform his obligations hereunder. This Agreement
            has been duly authorized, executed and delivered by Seller, and
            constitutes (assuming due authorization, execution and delivery by
            the Purchaser) a legal, valid and binding obligation of Seller,
            enforceable against Seller in accordance with its terms.

      1.4   The Shares are fully paid up or contributed in kind, and no payments
            violating German law have been made to the Seller.

      1.5   The Shares have been validly created, the capital contributions
            pertaining to such Shares have been fully paid in, no portion of the
            capital thereof has been returned or otherwise flowed back to the
            Seller and there have been no transactions of whatsoever nature
            between Seller and Company which may result in liabilities that pass
            from the Seller to the Purchaser by virtue of the transfer of the
            Shares.

      1.6   There are no undisclosed facts with regard to the Company and BTZ
            known to the Seller of which the non-disclosure would give rise to
            claims of the Purchaser against the Seller for rescission on the
            grounds of fraud ("arglistige Tauschung") in the sense of (Section
            123 of the German Civil Code (BGB).

2     Representations and Warranties of the Purchaser:

      The Purchaser represents and warrants the following as of the date of
      signing of this Agreement:

      2.1   The Purchaser is a corporation duly organized, validly existing and
            in good standing under the laws of Delaware.

      2.2   The Purchaser has all requisite power and authority to execute this
            Agreement and to perform its obligation thereunder.


                                   ARTICLE VII
                                INDEMNIFICATIONS

1     The Seller and the Purchaser shall not be liable for any liabilities or
      damages resulting from any circumstances with respect to the Company or
      any of its subsidiaries which have occurred prior to Closing Date and
      Seller and Purchaser herewith expressly waive their rights to any remedy,
      whatsoever, with respect to such liabilities or damages.

2     The Purchaser expressly waives its rights to any remedy, whatsoever, with
      respect to damages from any impairment in value of the Company and its
      subsidiaries as a result of this transaction.

3     The Seller shall be liable to the Purchaser for, and shall indemnify and
      hold harmless the Purchaser, its agents and advisors, as the case may be,
      of any and all liabilities and damages incurred due to, or resulting from
      any incorrectness of any representation and warranty explicitly made
      hereunder. Any other claims by the Purchaser against the Seller (including
      but not limited to claims for rescission, reduction of purchase price -
      "Wandelung/Minderung" - or under the legal concepts of culpa in
      contrahendo or positive Vertragsverletzung) shall be expressly excluded to
      the extent permitted by law (it being understood that liability for fraud
      - "arglistige Tauschung" - cannot be excluded as a matter of mandatory
      German law). Any liability of the Purchaser shall be subject to a statute
      of limitation ("Verjahrungsfrist") of three years.


                                  ARTICLE VIII
                              RELEASE OF COLLATERAL
<PAGE>   6
1.    The Seller has granted an absolute guarantee to Deutsche Bank AG Munich in
      a maximum amount of DM 2,000,000.-- dated April 1, 1997 as collateral for
      any and all obligations of BTZ to Deutsche Bank AG (the "GUARANTEE").

2.    The Purchaser shall use its best efforts to effect a release of the
      Guarantee from Deutsche Bank AG by no later than December 31, 2000. Until
      such time as a release shall have been effected, the Seller shall be
      entitled to withhold the amount of DM 2,000,000.-- from the shareholder
      equity contribution of DM 7,500,000.-- otherwise payable under Article IV
      para. 2. At such time as the release is effected, the Seller shall
      immediately release the withheld amount of DM 2,000,000. -- to the
      Company.


                                   ARTICLE IX
                          CONTINUATION OF THE BUSINESS


1     The Purchaser intends to ensure, through additional financing and other
      support or through a sale to a third party willing to provide such
      additional financing and support, that the business of the Company and of
      BTZ shall be continued as a going concern.

2.    Should the Company or BTZ on or before May 31, 2001 become subject to
      insolvency proceedings (including dismissal of insolvency petitions for
      lack of assets) or cease to do business as a going concern, (each an
      "Event of Default"), the purchase price payable to the Seller shall be
      increased. The amount of the increase shall equal the amounts of (i) any
      non-redeemable equity contributions made by the Seller to the Company
      after the date hereof and (ii) any payments made by the Seller to Deutsche
      Bank AG as described in Article VIII above up to the following maximum: In
      case the Event of Default occurs on or before March 31, 2001, the maximum
      shall be DM 7,500,000.--; if the Event of Default occurs on or before
      April 30, 2001 but after March 31, 2001, the maximum shall be DM
      5,000,000.-; and if the Event of Default occurs on or before May 31, 2001
      but after April 30, 2001, the maximum shall be DM 2,500,000.-. The
      additional purchase price shall be due and payable within five banking
      days (i.e. days on which banks are open in both Indiana and Bavaria) after
      the Seller has notified the Purchaser in writing of the Event of Default.

3.    Should the Purchaser resell the Shares to a third party on or before June
      30, 2001 or on the basis of a Final Offer (as defined below) made on or
      before June 30, 2001 or exchange them into shares of another entity or
      other consideration (each a "Resale"), an additional purchase price
      equaling 50% (in the case of a Final Offer made on or before March 31,
      2001) or 25% (in the case of a Final Offer made after March 31, 2001) of
      the Value Increase, as defined below, shall be due and payable
      simultaneously with payment of the purchase price by the third party to
      the Purchaser. The term "Value Increase" shall refer to (i) 74,9% of the
      purchase price (and / or of the fair market value of other consideration
      received) received upon Resale less (ii) 74.9% of all non-refundable cash
      contributions to the equity of the Company to be made by the Purchaser
      after the date hereof but excluding the amount of DM 2,500,000.-- referred
      to in Article IV para. 2 above. The term "Final Offer" shall refer to any
      offer by the respective acquirer received by the M&A Advisors engaged for
      reselling the Company or directly by Wabash National Corporation or any of
      its affiliates or made to the respective acquirer by or on behalf of the
      Purchaser for a Resale subject only to certain contingencies as specified
      therein (including, without limitation, execution of final and legally
      binding contracts)provided that an offer which lacks essential features of
      so-called "binding offers" customarily received by investment banks or M&A
      advisers in limited auction proceedings does not constitute a Final Offer
      for purposes of the above.
<PAGE>   7
                                    ARTICLE X
                          COSTS, STAMP DUTIES AND TAXES


1     All costs resulting from negotiation and drafting of this Agreement,
      including but not limited to, legal fees, shall be borne by such Party
      where they occurred and shall not be reimbursable by the other Party or
      the Company.

2     Transfer taxes, stamp duties and fees, if applicable, notarial fees and
      registration fees in connection with this Agreement, including notarial
      deeds, will be borne by the Purchaser.


                                   ARTICLE XI
                               GENERAL PROVISIONS


1     This Agreement and any documents referred to in this Agreement contain the
      entire agreement between the Parties relating to the transaction
      contemplated by this Agreement and supersede any previous agreements
      between the Parties relating to this transaction. Each of the Parties
      acknowledges that in agreeing to enter into this Agreement it has not
      relied on any representation, warranty or other assurance except as
      explicitly set out in this Agreement.

2     This Agreement shall not be amended orally and shall not be modified or
      discharged in whole or in part, otherwise than by an instrument in writing
      (or in such stricter form as may be required by law) signed by the
      Parties.

3     Should any provision of this Agreement be or become wholly or partly
      invalid or unenforceable, this will not affect the validity or
      enforceability of the remaining provisions. In this event, the Parties
      shall start negotiations without undue delay with a view to amend this
      Agreement so that the invalid or unenforceable provision shall be
      substituted by a valid or enforceable provision which, in its essential
      purpose, comes as close as possible to the invalid or unenforceable
      provision.

4     The failure of any party to enforce or exercise,at any time or for any
      period of time, any term of, or any right or remedy arising pursuant to,
      or under this Agreement, does not constitute and shall not be construed
      as, a waiver of such term or right or remedy and shall in no way affect
      the Parties' right to enforce or exercise it later, provided that such
      right is not time barred or precluded. Any waiver to this effect must be
      explicitly in writing.
<PAGE>   8
                                   ARTICLE XII
                           GOVERNING LAW, ARBITRATION


1     This Agreement shall be governed by and construed in accordance with the
      laws of the Federal Republic of Germany, without giving effect to the
      principles of conflicts of law thereof. The applicability of the
      provisions of the UN Sales Law is expressly excluded.

2     Any dispute, controversy or claim arising out of, relating to or in
      connection with this Agreement of the breach, termination or validity
      thereof shall be finally settled exclusively by arbitration under the
      Rules of Arbitration of the International Chamber of Commerce (the "ICC")
      then in effect (the "Rules"), except as modified herein. The arbitration
      proceedings shall be conducted, and the award shall be rendered in Munich,
      Germany in the German language. There shall be three arbitrators of whom
      each of the claimant Party and the defendant Party shall select one in
      accordance with the Rules. The two arbitrators so appointed shall select a
      third arbitrator to serve as presiding arbitrator. The Parties hereto
      hereby waive any rights of application or appeal to any court or tribunal
      of competent jurisdiction to the fullest extent permitted by law in
      connection with any question of law arising in the course of the
      arbitration or with respect to any award made except for actions relating
      to enforcement of the arbitration agreement or an arbitral award. Among
      other remedies otherwise available to them, the arbitrators shall be
      authorized to order the specific performance of any provision contained
      herein. The award shall be final and binding upon the Parties hereto, and
      shall be the sole and exclusive remedy between the Parties regarding any
      claims, counter-claims, issues or accounting presented to the arbitral
      tribunal.

Read out in the presence of the Notary, approved by the appearing persons and
signed by them and by the Notary as follows:

                                  signed by Eike Lehman
                                  signed by Dr. Werner Stocker
                                  signed by Richard H. Snodgress
                                  signed by Dr. Karl, Notary

place of seal
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</DOCUMENT>
