EXHIBIT 10.22
TRANSLATION FROM THE GERMAN LANGUAGE
SHARE PURCHASE AGREEMENT(1)
(THE "AGREEMENT")
11 JANUARY 2002
between
1. BRENNERO TRASPORTO ROTAIA S.P.A., Brennerstrasse 7, I-39100 Bozen, Italy ("STR"),
2. BIMODAL VERWALTUNGS GESELLSCHAFT MBH, Rhondorfer Strasse 85, D-53604
Bad Honnef, Germany ("BIMODAL"),
(collectively the "PURCHASERS")
and
3. WABASH NATIONAL CORPORATION, 1000 Sagamore Parkway South, Lafayette.
Indiana 47905, U.S.A. ("WABASH" or the "SELLER").
The Purchasers and the Seller, as the case may be, each are referred to herein as a "PARTY" and collectively as
the "PARTIES".
(1) This Agreement has to be executed in the form of a German notarial deed.
TRANSLATION FROM THE GERMAN LANGUAGE
WHEREAS
(1) The Company is a company with limited liability under German law, with its registered seat in Munich,
Germany, registered under the registration number HRB 10642 in the Commercial Register Munich with a fully
paid up nominal share capital of DEM 17,357,000,-- (in words: German Mark seventeen million three hundred
fifty-seven thousand).
(2) STR is a joint stock corporation under Italian law registered under registration number 01667390213 in the
Commercial Register Bozen, Italy and having its commercial seat in Bozen, Italy.
(3) Bimodal is a company with limited liability under German law which until present had been registered in the
commercial register of the District Court of Frankfurt (Amtsgericht Frankfurt) under registration number HRB
53240 under the name of "Blitz F01-901 GmbH", which had had its registered seat in Frankfurt/Main and the
name of which has been changed to "Bimodal Verwaltungs GmbH" by a shareholders' resolution certified by a
notary public, but not registered so far and the seat of which has been transferred to Bad Honnef.
(4) The Seller is a corporation under the laws of Delaware, with its registered seat in Lafayette, Indiana, U.S.A.,
owning 100% of the shares (Geschaftsanteile) in the Company (the "SHARES").
(5) As of this date,