SCHNEIDER NATIONAL LEASING, INC. NOTE PURCHASEAGREEMENT $100,000,000 4.83% Senior Notes, Series A, due May 7, 2017 Dated as of May 7, 2010 TABLE OF CONTENTS (Not Part of Agreement)

Address for Delivery of Notes:

(a) Send physical security by nationwide overnight delivery service to:

JPMorgan Chase Bank

4 New York Plaza

Ground Floor Receive Window

New York, NY 10004

Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Companion Life Insurance Company; Account Number: ***).

(b) Send copy by nationwide overnight delivery service to:

Prudential Capital Group

Gateway Center 4

100 Mulberry, 7th Floor

Newark, NJ 07102

Attention: Trade Management, Manager

Telephone: (973) 367-3141

Tax Identification No.: ***

EX-10.2 3 d238359dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Execution Copy

SCHNEIDER NATIONAL LEASING, INC.

NOTE PURCHASE AGREEMENT

$100,000,000 4.83% Senior Notes, Series A, due May 7, 2017

Dated as of May 7, 2010

TABLE OF CONTENTS

(Not Part of Agreement)


		Page
SECTION 1.	AUTHORIZATION OF ISSUE OF NOTES		1

SECTION 2.	NOTES; GUARANTY AGREEMENTS		1

Section 2.1	Sale and Purchase of Notes		1

Section 2.2	Guaranty Agreements		1

SECTION 3.	CLOSING		2

SECTION 4.	CONDITIONS TO CLOSING		2

Section 4.1	Representations and Warranties		2

Section 4.2	Performance; No Default		2

Section 4.3	Compliance Certificates		3

Section 4.4	Secretary’s Certificate of the Subsidiary Guarantors		4

Section 4.5	Parent Guaranty Agreement		4

Section 4.6	Subsidiary Guaranty Agreement		4

Section 4.7	Intercreditor Agreement		4

Section 4.8	Opinions of Counsel		4

Section 4.9	Purchase Permitted by Applicable Law, etc.		5

Section 4.10	Payment of Special Counsel Fees		5

Section 4.11	Private Placement Number		5

Section 4.12	Changes in Corporate Structure		5

Section 4.13	Proceedings and Documents		5

SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		5

Section 5.1	Organization; Power and Authority		5

Section 5.2	Authorization, etc.		6

Section 5.3	Compliance with Laws, Other Instruments, Etc.		6

Section 5.4	Governmental Authorizations, Etc.		6

Section 5.5	Litigation; Observance of Agreements, Statutes and Orders		6

Section 5.6	Compliance with ERISA		6

Section 5.7	Use of Proceeds; Margin Regulations		7

SECTION 6.	REPRESENTATIONS OF THE PURCHASER		7

Section 6.1	Nature of Purchase		7

Section 6.2	Source of Funds		7

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		Page
SECTION 7.	INFORMATION AS TO COMPANY		9

Section 7.1	Financial and Business Information		9

SECTION 8.	PAYMENT OF THE NOTES		9

Section 8.1	Required Payments		9

Section 8.2	Optional Prepayments with Make-Whole Amount		9

Section 8.3	Allocation of Partial Prepayments		9

Section 8.4	Maturity; Surrender, Etc.		10

Section 8.5	Purchase of Notes		10

Section 8.6	Make-Whole Amount for Notes		10

Section 8.7	Change in Control		11

Section 8.8	“Schneider Family Group” Defined		13

SECTION 9.	AFFIRMATIVE COVENANTS		14

Section 9.1	Corporate Existence, Etc.		14

SECTION 10.	NEGATIVE COVENANTS		14

Section 10.1	Merger, Consolidation		14

SECTION 11.	EVENTS OF DEFAULT		15

SECTION 12.	REMEDIES ON DEFAULT, ETC.		17

Section 12.1	Acceleration		17

Section 12.2	Other Remedies		18

Section 12.3	Rescission		18

Section 12.4	No Waivers or Election of Remedies, Expenses, etc.		18

SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		19

Section 13.1	Registration of Notes		19

Section 13.2	Transfer and Exchange of Notes		19

Section 13.3	Replacement of Notes		19

SECTION 14.	PAYMENTS ON NOTES		20

Section 14.1	Note Payments		20

Section 14.2	Home Office Payment		20

SECTION 15.	EXPENSES, ETC.		20

Section 15.1	Transaction Expenses		20

Section 15.2	Survival		21

SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		21

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		Page
SECTION 17.	AMENDMENT AND WAIVER		21

Section 17.1	Requirements		21

Section 17.2	Solicitation of Holders of Notes		22

Section 17.3	Binding Effect, etc.		22

Section 17.4	Notes Held by Company, etc.		22

SECTION 18.	NOTICES		23

SECTION 19.	REPRODUCTION OF DOCUMENTS		23

SECTION 20.	CONFIDENTIAL INFORMATION		23

SECTION 21.	SUBSTITUTION OF PURCHASER		24

SECTION 22.	MISCELLANEOUS		25

Section 22.1	Successors and Assigns		25

Section 22.2	Payments Due on Non-Business Days		25

Section 22.3	Severability		25

Section 22.4	Construction		25

Section 22.5	Counterparts		25

Section 22.6	Governing Law		25

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Schedule A	—	Purchaser Schedule

Schedule B	—	Defined Terms

Exhibit 1	—	Form of 4.83% Senior Notes, Series A, due May 7, 2017

Exhibit 2	—	Form of Parent Guaranty Agreement

Exhibit 3	—	Form of Subsidiary Guaranty Agreement

Exhibit 4	—	Form of Addendum to Intercreditor Agreement

Exhibit 5	—	Form of Opinion of Special Counsel to the Company and the Parent Guarantor

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Schneider National Leasing, Inc.

3101 South Packerland Drive

Green Bay, Wisconsin 54313

Dated as of May 7, 2010

To the Purchasers Listed in

the attached Schedule A

Ladies and Gentlemen:

The undersigned, Schneider National Leasing, Inc., a Nevada corporation (the “Company”) and wholly owned subsidiary of Schneider National, Inc., a Wisconsin corporation (the “Parent Guarantor”), agrees with the Purchasers listed in the attached Schedule A to this Note Purchase Agreement (this or the “Agreement”) as follows:

SECTION 1. AUTHORIZATION OF ISSUE OF NOTES.

The Company will authorize the issue and sale of its $100,000,000 4.83% Senior Notes, Series A, due May 7, 2017 (the “Notes”). The term “Notes” shall also include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement. The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement

SECTION 2. NOTES; GUARANTY AGREEMENTS.

Section 2.1 Sale and Purchase of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, the Notes and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of each Purchaser hereunder are several and not joint obligations and no Purchaser shall have any obligation or liability to any Person for the performance or nonperformance by any other Purchaser hereunder.

Section 2.2 Guaranty Agreements. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by (i) the Parent Guarantor under and pursuant to a Guaranty Agreement dated as of even date herewith (as amended, supplemented, reaffirmed or otherwise modified from time to time, the “Parent Guaranty Agreement”), which shall be substantially in the form attached hereto as Exhibit 2, and (ii) the Subsidiary Guarantors under and pursuant to a Subsidiary Guaranty Agreement dated as of even date herewith (as amended, supplemented, reaffirmed or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”), which shall be substantially in the form attached hereto as Exhibit 3.

(b) The holders of the Notes agree that a Subsidiary Guarantor may be automatically discharged and released from its obligations under the Subsidiary Guaranty Agreement in accordance with the provisions of Section 7.7(b) of the Parent Guaranty Agreement.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Schiff Hardin LLP, 233 S. Wacker Drive, Suite 6600, Chicago, Illinois, 60606 at 11:00 a.m., Chicago time, on May 7, 2010 (the “Closing”). At the Closing, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request), dated the date of the Closing and registered in the Purchaser’s name (or in the name of the Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to JPMorgan Chase Bank, New York, New York, ABA Number 021-000-021, Account Name: Schneider Enterprise Resources, LLC, Account Number ***, for the benefit of Schneider National Leasing, Inc. If on the date of Closing on which such Purchaser is scheduled to purchase Notes the Company fails to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s reasonable satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser or the Company may have by reason of such failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be purchased by such Purchaser hereunder at the Closing is subject to the satisfaction, on or before the Closing, of the following conditions:

Section 4.1 Representations and Warranties.

(a) Representations and Warranties of the Company. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

(b) Representations and Warranties of the Parent Guarantor. The representations and warranties of the Parent Guarantor in the Parent Guaranty Agreement shall be correct when made and at the time of the Closing.

(c) Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty Agreement shall be correct when made and at the time of the Closing.

Section 4.2 Performance; No Default. (a) The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.7 hereof), no Default or Event of Default shall have occurred and be continuing.

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(b) The Parent Guarantor shall have performed and complied with all agreements and conditions contained in the Parent Guaranty Agreement and this Agreement required to be performed or complied with by the Parent Guarantor prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.7 hereof), no Default or Event of Default shall have occurred and be continuing. Neither the Parent Guarantor nor any Subsidiary shall have entered into any transaction since December 31, 2009 that would have been prohibited by Section 8 of the Parent Guaranty Agreement had such Sections applied since such date.

(c) The Subsidiary Guarantors shall have performed and complied with all agreements and conditions contained in the Subsidiary Guaranty Agreement and in this Agreement required to be performed or complied with by the Subsidiary Guarantors prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.7 hereof), no Default or Event of Default shall have occurred and be continuing.

Section 4.3 Compliance Certificates.

(a) Officer’s Certificate of the Company. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Section 4.1(a), Section 4.2(a) and Section 4.12 have been fulfilled.

(b) Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and other documents in connection therewith, the certificate of incorporation and by-laws attached therewith and the incumbency and specimen signatures of the officers executing this Agreement and authorized to execute the Notes.

(c) Officer’s Certificate of the Parent Guarantor. The Parent Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Section 4.1(b), Section 4.2(b) and Section 4.12 have been fulfilled.

(d) Secretary’s Certificate of the Parent Guarantor. The Parent Guarantor shall have delivered to such Purchaser a certificate, dated as of the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Parent Guaranty Agreement and other documents in connection therewith, the certificate of incorporation and by-laws attached thereto and the incumbency and specimen signatures of the officers executing the Parent Guaranty and authorized to execute other documents in connection therewith.

(e) Officer’s Certificate of the Subsidiary Guarantors. The Subsidiary Guarantors shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Section 4.1(c), Section 4.2(c) and Section 4.12 have been fulfilled.

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Section 4.4 Secretary’s Certificate of the Subsidiary Guarantors. The Subsidiary Guarantors shall have delivered to such Purchaser a certificate, dated as of the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty Agreement and other documents in connection therewith, the certificate of incorporation or other formation document and the by-laws or other organizational document and the incumbency and specimen signatures of the officers executing the Subsidiary Guaranty and authorized to execute other documents in connection therewith.

Section 4.5 Parent Guaranty Agreement. The Parent Guaranty Agreement shall have been duly authorized, executed and delivered by the Parent Guarantor and shall constitute the legal, valid and binding contract and agreement of the Parent Guarantor and such Purchaser shall have received a true, correct and complete copy thereof, dated the date of Closing.

Section 4.6 Subsidiary Guaranty Agreement. The Subsidiary Guaranty Agreement shall have been duly authorized, executed and delivered by each Subsidiary Guarantor and shall constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true, correct and complete copy thereof, dated the date of the Closing.

Section 4.7 Intercreditor Agreement.

(a) An Addendum in respect of the Intercreditor Agreement dated as of the Closing in the form attached hereto as Exhibit 4, shall have been duly authorized, executed and delivered by each Purchaser, the Company, the Parent Guarantor and Schneider Specialized Carriers, Inc. (f/k/a International Transport, Inc.); and

(b) The Company and the Parent Guarantor shall have mailed, or caused to be mailed, by certified mail, return receipt requested, a certificate to the agent bank under the Company’s Bank Credit Agreement, acting on behalf of the bank lenders under the Bank Credit Agreement, and to each other institutional creditor holding senior unsecured promissory notes of the Company issued and sold pursuant to note agreements in accordance with the provisions of Section 6.2 of the Intercreditor Agreement, and the Purchasers shall have received duly executed copies of such certificate.

Section 4.8 Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Godfrey & Kahn, S.C., special counsel to the Company and the Parent Guarantor, covering the matters set forth in Exhibit 5 and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company and the Parent Guarantor hereby instruct its counsel to deliver such opinion to such Purchaser) and (b) from Schiff Hardin LLP, the Purchasers’ special counsel in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

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Section 4.9 Purchase Permitted by Applicable Law, etc. On the date of the Closing each purchase of the Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which each Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject any Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.10 Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel in connection with the execution and delivery of this Agreement and in connection with the issuance of the Notes.

Section 4.11 Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

Section 4.12 Changes in Corporate Structure. Neither the Company, the Parent Guarantor nor any Subsidiary shall have changed its jurisdiction of organization or been a party to any merger or consolidation nor shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.5 of the Parent Guaranty Agreement.

Section 4.13 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and such Purchaser’s special counsel, and such Purchaser and such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

Section 5.1 Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transaction the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof.

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Section 5.2 Authorization, etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Compliance with Laws, Other Instruments, Etc. Except as disclosed in Schedule 5.6 to the Guaranty Agreement and other than Liens arising under the Intercreditor Agreement in accordance with its terms, the execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company.

Section 5.4 Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

Section 5.5 Litigation; Observance of Agreements, Statutes and Orders. (a) Except as disclosed in Schedule 5.8 or 5.11 to the Guaranty Agreement, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) The Company is not in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.6 Compliance with ERISA. Neither the execution and delivery of this Agreement nor the sale of the Notes will constitute a transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.6 is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

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Section 5.7 Use of Proceeds; Margin Regulations. Proceeds of the sale of the Notes will be used for general corporate purposes of the Company, the Parent Guarantor and its Subsidiaries. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). As used in this Section, the terms “margin stock” and “purpose of buying or carrying” and “directly or indirectly” shall have the meanings assigned thereto to them in said Regulation U.

SECTION 6. REPRESENTATIONS OF THE PURCHASER. Each Purchaser represents and covenants as follows:

Section 6.1 Nature of Purchase. Such Purchaser is acquiring the Notes purchased by it hereunder for investment purposes only and is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser’s property shall at all times be and remain within its control. Such Purchaser will not offer or sell any Note in violation of the Securities Act or any state securities laws. Such Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A(a)(1) under the Securities Act.

Section 6.2 Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

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(iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1, or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

(v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

If any Purchaser or any subsequent transferee of the Notes indicates that such Purchaser or such transferee is relying on any representation contained in paragraph (iii), (iv) or (vii) above, the Company shall deliver on the date of issuance of such Notes and on the date of any applicable transfer a certificate, which shall either state that (1) it is neither a party in interest nor a “disqualified person” (as defined in Section 4975(e)(2) of the Code), with respect to any plan

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identified pursuant to paragraphs (iii) or (vii) above, or (2) with respect to any plan, identified pursuant to paragraph (iv) above, neither it nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (iv) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

Section 7.1 Financial and Business Information. The Company shall deliver to each Significant Holder with reasonable promptness, such data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of the Notes.

SECTION 8. PAYMENT OF THE NOTES.

Section 8.1 Required Payments. The entire principal amount of the Series A Notes shall become due and payable on May 7, 2017.

Section 8.2 Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment (other than a partial prepayment resulting from an offer of prepayment pursuant to Section 8.5 of the Parent Guaranty Agreement), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount of each Note then outstanding. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3 Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to the provisions of Section 8.2 (other than any prepayment resulting from an offer of prepayment pursuant to Section 8.5 of the Parent Guaranty Agreement), the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

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Section 8.4 Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5 Purchase of Notes. The Company will not, and will not permit the Parent Guarantor or any Subsidiary or any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement, Section 8.5 of the Parent Guaranty Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or by the Parent Guarantor, any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.6 Make-Whole Amount for Notes. The term “Make-Whole Amount” means with respect to a Note an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of the Note, over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to a Note, the principal of the Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of a Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.

Reinvestment Yield” means, with respect to the Called Principal of a Note, 0.50% plus the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the second Business Day next preceding the Settlement Date with respect to such Called Principal on the display designated as “Page PX1” on Bloomberg Financial Markets (or such other display as may replace Page PX1 on Bloomberg Financial Markets or, if Bloomberg Financial Markets shall cease to report such yields or shall cease to be the customary source of information for calculating

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make-whole amounts on privately placed notes, then such source as is then the customary source of such information) for the most recent actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable (including by way of interpolation), the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the second Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or (ii) of the preceding sentence, such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of a Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of a Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7 Change in Control.

(a) Notice of Change in Control or Control Event. The Company will, within five Business Days after any Senior Financial Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change

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in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.7. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.7.

(b) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 30th day after the date of such offer).

(d) Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance to be delivered to the Company at least 5 days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes together with interest on such Notes accrued to the date of prepayment. On the Business Day preceding the date of prepayment, the Company shall deliver to each holder of Notes being prepaid a statement showing the amount due in connection with such prepayment and setting forth the details of the computation of such amount. The prepayment shall be made on the Proposed Prepayment Date except as provided in subparagraph (f) of this Section 8.7.

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (c) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

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(g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled; (vi) in reasonable detail, the nature and date of the Change in Control; and (vii) that the failure to respond to such offer of prepayment shall constitute a rejection of such offer.

(h) “Change in Control” Defined. “Change in Control” means each and every issue, sale or other disposition of shares of stock of the Parent Guarantor which results in any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), other than the Schneider Family Group, becoming the “beneficial owners” (as such term is used in Rule 13d-3 under the Exchange Act as in effect on the date hereof), directly or indirectly, of more than 50% of the total voting power of all classes then outstanding of the Parent Guarantor’s voting stock.

(i) “Control Event” Defined. “Control Event” means:

(a) the execution by the Parent Guarantor, the Company or any of their Subsidiaries or Affiliates of any agreement or binding letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, could reasonably be expected to result in a Change in Control;

(b) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control; or

(c) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date hereof or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date hereof) to the holders of the common stock of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control unless such offer is rejected or expires pursuant to its terms prior to the date on which notice of such Change in Control is required to be delivered pursuant to Section 8.7(a).

Section 8.8 “Schneider Family Group” Defined. “Schneider Family Group” means (i) Donald J. Schneider and his spouse; (ii) the lineal descendants of Donald J. Schneider; (iii) the estates or legal representatives of the Persons named in clauses (i) and (ii); (iv) trusts established for the benefit of any Person named in clauses (i), (ii) and (iii); and (v) entities of which more than 50% of the total voting power of all classes of voting stock or other equity interests then outstanding are owned directly or indirectly by the Persons named in clauses (i) through (iv), both inclusive.

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SECTION 9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1 Corporate Existence, Etc. Subject to transactions permitted under Section 10.1, the Company shall at all times preserve and keep in full force and effect its corporate existence and the Company will at all times preserve and keep in full force and effect all rights and franchises of the Company unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1 Merger, Consolidation. The Company will not consolidate with or merge with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that:

(1) a Subsidiary of the Company may consolidate with or merge with the Company so long as the Company shall be the surviving or continuing corporation; and

(2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as:

(A) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Corporation”), shall be a Subsidiary of the Guarantor which is a solvent corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(B) the Successor Corporation would be permitted by the provisions of Section 8.1 of the Parent Guaranty Agreement to incur at least $1.00 of additional Consolidated Debt on a pro forma basis as of the end of the immediately preceding fiscal quarter;

(C) if the Company is not the Successor Corporation, such corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Company shall have caused to be delivered to each holder of Notes (i) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (ii) an acknowledgment from each Guarantor that the Guaranty to which such Guarantor is a party continues in full force and effect; and

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(D) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

SECTION 11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five (5) Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Section 10.1 or the Parent Guarantor defaults in the performance of or compliance with any term contained in Section 8 of the Parent Guaranty Agreement; or

(d) the Company defaults in the performance of or compliance with any term contained herein or any Guarantor defaults in the performance of or compliance with any term contained in any Guaranty Agreement executed by such Guarantor (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within thirty (30) days after the earlier of (i) a Senior Financial Officer of the Parent Guarantor or the Company obtaining actual knowledge of such default and (ii) the Company or the Parent Guarantor receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Section 11); or

(e) except as otherwise provided in Section 2.2(b) of this Agreement and Section 7.7(b) of the Parent Guaranty Agreement, any Guaranty Agreement executed by a Guarantor shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a final and nonappealable determination by any governmental body or court that such Guaranty Agreement is invalid, void or unenforceable as to one or more Guarantors, or any Guarantor shall contest or deny in writing the validity or enforceability of any provision of, or obligation under, the Guaranty Agreement to which such Guarantor is a party; or

(f) any representation or warranty made in writing by or on behalf of the Company or any Guarantor or by any Senior Financial Officer of the Company or a Guarantor in this Agreement or any Guaranty Agreement or in any writing furnished by the Company or any Guarantor, or any agent retained by the Company or any Guarantor, in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

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(g) (i) the Company, any Guarantor or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt other than the Notes that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company, any Guarantor or any Subsidiary is in default in the performance of or compliance with any term of any Existing Agreements pursuant to which Debt of the Company is outstanding, if any, or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) the Company, any Guarantor or any Subsidiary is in default in the performance of or compliance with any term of any evidence of Debt in an aggregate principal amount of at least $10,000,000, other than the Notes and Debt in respect of the Existing Agreements, if any, or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), the Company, any Guarantor or any Subsidiary has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000; or

(h) the Company, any Guarantor or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (v) is adjudicated as insolvent or to be liquidated; or

(i) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, any Guarantor or any Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, any Guarantor or any Significant Subsidiary, or any such petition shall be filed against the Company, any Guarantor or any Significant Subsidiary and such petition shall not be dismissed within 60 days; or

(j) a final judgment or judgments at any one time outstanding for the payment of money aggregating in excess of $50,000,000 are rendered against one or more of the Company, any Guarantor and any Subsidiary and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

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(k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent Guarantor or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) the Parent Guarantor or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Parent Guarantor or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Parent Guarantor or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that could increase the liability of the Parent Guarantor or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(l) the Board of Directors of the Parent Guarantor shall fail to approve at the first meeting of such Board of Directors after the date of Closing resolutions ratifying the authorization, execution and delivery of the Parent Guaranty Agreement and the other documents executed by the Parent in connection therewith, and otherwise in form and substance reasonably satisfactory to the Required Holders, and deliver to each holder of the Notes on or before August 7, 2010 a copy of such resolutions, certified by the Assistant Secretary of the Parent Guarantor.

As used in Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1 Acceleration. (a) If an Event of Default described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable.

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Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2 Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3 Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than a majority in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4 No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

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SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1 Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each Permitted Transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2 Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred except to a Permitted Transferee and in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any Permitted Transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.

The Notes have not been registered under the Securities Act or under the securities law of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Section 13.3 Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

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(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 14. PAYMENTS ON NOTES.

Section 14.1 Note Payments. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Chicago, Illinois at the principal office of LaSalle Bank National Association in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2 Home Office Payment. So long as any Purchaser or such Purchaser’s nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose for such Purchaser in Schedule A to this Agreement, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser or such Person’s nominee, such Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note.

SECTION 15. EXPENSES, ETC.

Section 15.1 Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers and the holders of Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes

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effective), including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders retained by the Company or any Guarantor.

Section 15.2 Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Guaranty Agreement or the Notes, and the termination of this Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement, any Guaranty Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or any Guarantor, or any agent retained by the Company or any Guarantor, pursuant to this Agreement or any Guaranty Agreement shall be deemed representations and warranties of the Company or the Guarantors, as the case may be, under this Agreement or the applicable Guaranty Agreement, as the case may be. Subject to the preceding sentence, this Agreement, each Guaranty Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and the applicable Guarantor and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

Section 17.1 Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20.

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Section 17.2 Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, of any Guaranty Agreement or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof, of any Guaranty Agreement or of the Notes unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding whether or not such holder consented to such waiver or amendment.

Section 17.3 Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note or under any Guaranty Agreement shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Section 17.4 Notes Held by Company, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Guaranty Agreement or the Notes, or have directed the taking of any action provided herein, in any Guaranty Agreement or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company, the Parent Guarantor, or any Subsidiary or Affiliate shall be deemed not to be outstanding.

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SECTION 18. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to a Purchaser or such Purchaser’s nominee, to such Purchaser or such Purchaser’s nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or such Purchaser’s nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of its Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by each Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to each Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company, the Parent Guarantor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement and the Parent Guaranty Agreement, together with any related schedules and exhibits, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, or (c) otherwise becomes known to such Purchaser other than through disclosure by the Company, the Parent Guarantor or any Subsidiary or from a Person who is known to such Purchaser to be bound by a confidentiality agreement with the Company, the Parent Guarantor or any of its Subsidiaries, or is known to such Purchaser to be under an obligation not to transmit the information to such Purchaser. Each Purchaser will maintain the

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confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) such Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by such Purchaser’s Notes), (ii) such Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which such Purchaser offers to purchase any security of the Company or the Parent Guarantor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate in each of the following cases: (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process which such Purchaser reasonably believes to have been validly issued, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement and any Guaranty Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder of a Note under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

SECTION 21. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of such Purchaser’s Affiliates as the purchaser of the Notes that such Purchaser has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Purchaser’s Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of such Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to such Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of an original holder of the Notes under this Agreement.

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SECTION 22. MISCELLANEOUS.

Section 22.1 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and permitted assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 22.2 Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

Section 22.3 Severability. Any provision of this Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 22.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 22.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

* * * * *

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The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.


Very truly yours,

SCHNEIDER NATIONAL LEASING, INC.

By:		/s/ Denise M. Lukowitz
		Name: Denise M. Lukowitz
		Title: Secretary / Treasurer


Accepted as of the date first written above.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:	/s/
	Vice President

PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

	By:	/s/
		Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager

	By:	Prudential Investment Management, Inc.,
		as Sub-Adviser

	By:	/s/
		Vice President

COMPANION LIFE INSURANCE COMPANY

By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)

By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

	By:	/s/
		Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY


By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)

By:	Prudential Private Placement Investors, Inc. (as its General Partner)

	By:	/s/
		Vice President



METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT
by Metropolitan Life Insurance Company, its Investment Manager



By:		/s/ Judith A. Gulotta
Name:		Judith A. Gulotta
Title:		Managing Director

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Information Relating to Purchasers

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	$	19,650,000.00	$	19,650,000.00

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	Account Name: The Prudential—Privest Portfolio Account No.: *** (please do not include spaces)

	JPMorgan Chase Bank New York, NY ABA No.: 021-000-021

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes, Series A, due May 7, 2017, Security No. INV02855, PPN 80689# AZ9” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)	Address for all notices relating to payments:

	The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077

	Attention: Manager, Billings and Collections

(3)	Address for all other communications and notices:

	The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Managing Director

SCHEDULE A

(to Note Purchase Agreement)


(4)		Recipient of telephonic prepayment notices:

		Manager, Trade Management Group

		Telephone: (973) 367-3141
		Facsimile: (888) 889-3832

(5)		Address for Delivery of Notes and Closing Sets:

		Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Armando M. Gamboa Telephone: (312) 540-4203

(6)		Tax Identification No.: ***

A-2

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY	$	10,000,000.00	$	10,000,000.00

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank New York, NY ABA No.: 021-000-021
	Account No.: *** (please do not include spaces) Account Name: PARCC PLAZ Trust 2—Privates

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes, Series A, due May 7, 2017, Security No. INV02855, PPN 80689# AZ9” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)	Address for all notices relating to payments:

	Prudential Arizona Reinsurance Captive Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077

	Attention: Manager, Billings and Collections

(3)	Address for all other communications and notices:

	Prudential Arizona Reinsurance Captive Company c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Managing Director

A-3


(4)		Recipient of telephonic prepayment notices:

		Manager, Trade Management Group

		Telephone: (973) 367-3141
		Facsimile: (888) 889-3832

(5)		Address for Delivery of Notes and Closing Sets:

		Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Armando M. Gamboa Telephone: (312) 540-4203

(6)		Tax Identification No.: ***

A-4

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	GIBRALTAR LIFE INSURANCE CO., LTD.	$	15,000,000.00	$	15,000,000.00

(1)	All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank New York, NY ABA No.: 021-000-021

	Account Name: Gibraltar Private Account No.: *** (please do not include spaces)

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes, Series A, due May 7, 2017, Security No. INV02855, PPN 80689# AZ9” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank New York, NY ABA No. 021-000-021 Account No. *** Account Name: Prudential International Insurance Service Company

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes due May 7, 2017, Security No. INV02855, PPN 80689# AZ9” and the due date and application (e.g., type of fee) of the payment being made.

A-5


(3)		Address for all notices relating to payments:

		The Gibraltar Life Insurance Co., Ltd. 2-13-10, Nagatacho Chiyoda-ku, Tokyo 100-8953, Japan E-mail: *@* Attention: Mizuho Matsumoto, Vice President of Investment Operations Team

(4)		Address for all other communications and notices:

		Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Managing Director

(5)		Address for Delivery of Notes and Closing Sets:

		Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Armando M. Gamboa Telephone: (312) 540-4203

(6)		Tax Identification No.: ***

A-6

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	UNITED OF OMAHA LIFE INSURANCE COMPANY	$	3,350,000.00	$	3,350,000.00

(1)	All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank ABA No. 021-000-021 Private Income Processing For Credit to account: * For further credit to Account Name: United of Omaha Life Insurance Company For further credit to Account Number: *

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes, Series A, due May 7, 2017, PPN 80689# AZ9” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank ABA No. 021-000-021 Account No. *** Account Name: United of Omaha Life Insurance Co.

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes due May 7, 2017, PPN 80689# AZ9” and the due date and application (e.g., type of fee) of the payment being made.

A-7


(3)		Address for all notices relating to payments:

		JPMorgan Chase Bank 14201 Dallas Parkway—13th Floor Dallas, TX ###-###-#### Attn: Income Processing—G. Ruiz a/c: G09588

(4)		Address for all other communications and notices:

		Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Managing Director

(5)		Address for Delivery of Notes:

		(a) Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank 4 New York Plaza Ground Floor Receive Window New York, NY 10004 Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (United of Omaha Life Insurance Company; Account Number: ***). (b) Send copy by nationwide overnight delivery service to: Prudential Capital Group Gateway Center 4 100 Mulberry, 7th Floor Newark, NJ 07102 Attention: Trade Management, Manager Telephone: (973) 367-3141

(6)		Tax Identification No.: ***

A-8

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	COMPANION LIFE INSURANCE COMPANY	$	2,000,000.00	$	2,000,000.00

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank ABA No. 021-000-021 Private Income Processing For Credit to account: * For further credit to Company Name: Companion Life Insurance Company For further credit to Account Number: *

	Each such wire transfer shall set forth the name of the Company, a reference to “4.83% Senior Notes, Series A, due May 7, 2017, Security No. INV02855, PPN 80689# AZ9” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)	Address for all notices relating to payments:

	JPMorgan Chase Bank 14201 Dallas Parkway—13th Floor Dallas, TX ###-###-#### Attention: Income Processing—G. Ruiz a/c: G09589

(3)	Address for all other communications and notices:

	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza 180 North Stetson, Suite 5600 Chicago, IL 60601-6716 Attention: Managing Director

A-9

A-10

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	METROPOLITAN LIFE INSURANCE COMPANY	$	49,000,000.00	$	49,000,000.00

	1095 Avenue of the Americas New York, New York 0036 (Securities to be registered in the name of Metropolitan Life Insurance Company)

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: *** Account Name: Metropolitan Life Insurance Company Ref: Schneider National Leasing Inc., 4.83% Due 5/7/2017 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey ###-###-#### Attention: Director Facsimile ###-###-####

A-11

A-12

PURCHASER SCHEDULE


		Aggregate Principal Amount of Notes to be Purchased		Note Denomination(s)
	METLIFE INSURANCE COMPANY OF CONNECTICUT	$	1,000,000.00	$	1,000,000.00

	c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas New York, New York 0036 (Securities to be registered in the name of MetLife Insurance Company of Connecticut)

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: *** Account Name: MetLife Insurance Company of Connecticut Ref: Schneider National Leasing Inc., 4.83% Due 5/7/2017 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications: MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Investments, Private Placements

A-13

A-14

Defined Terms

Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned thereto in the Parent Guaranty Agreement.

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Agreement” shall mean this Note Purchase Agreement dated as of May 7, 2010 by and among the Company and the Purchasers which become parties hereto from time to time, as amended, restated, supplemented or otherwise modified from time to time.

“Closing” is defined in Section 3.

“Company” means Schneider National Leasing, Inc., a Nevada corporation.

“Confidential Information” is defined in Section 20.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or cure period or the giving of notice or both, become an Event of Default.

“Default Rate” means with respect to the Notes, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank. N.A. from time to time in New York City as its Prime Rate.

“Event of Default” is defined in Section 11.

“Existing Agreements” shall mean (i) (a) the Note Purchase Agreement dated as of October 15, 1999, as amended from time to time (the “1999 Note Agreement”), between the Company and the institutional investors named therein, (b) the Guaranty Agreement dated as of even date therewith, as amended from time to time, between the Parent Guarantor and the institutional investors, (c) the Subsidiary Guaranty Agreement dated as of even date therewith, as amended or joined from time to time, by the Subsidiary Guarantors in favor of the institutional investors holding promissory notes of the Company under the 1999 Note Agreement, and (d) any other document, instrument or agreement executed in connection therewith, (ii) (x) the Amended and Restated Master Senior Note and Private Shelf Agreement dated as of June 29, 2000, as amended from time to time, by and among the Company, The Prudential Insurance Company of America and U.S. Private Placement Fund, (y) the Amended and Restated Master Guaranty Agreement dated as of June 29, 2000, as amended or joined from time to time, by and among the Guarantors, The Prudential Insurance Company of America and U.S. Private Placement Fund, and (z) any other document, instrument or agreement executed in connection therewith, (iii) the Note Purchase Agreement dated as of December 16, 2003, as amended from time to time, (the “2003 Note Agreement”) between the Company and the institutional investors named therein, (b) the Guaranty Agreement dated as of even date therewith, as amended from time to time, between the Parent Guarantor and the institutional investors, (c) the Subsidiary Guaranty Agreement dated as of even date therewith, as amended or joined from time to time, by the Subsidiary Guarantors in favor of the institutional investors holding promissory notes of the

SCHEDULE B

(to Note Purchase Agreement)

Company under the 2003 Note Agreement, and (d) any other document, instrument or agreement executed in connection therewith, and (iv) the Private Shelf Agreement dated as of October 11, 2004, as amended from time to time, (the “2004 Shelf Agreement”) between the Company and the institutional investors named therein, (b) the Parent Guaranty Agreement dated as of even date therewith, as amended from time to time, between the Parent Guarantor and the institutional investors, (c) the Subsidiary Guaranty Agreement dated as of even date therewith, as amended or joined from time to time, by the Subsidiary Guarantors in favor of the institutional investors holding promissory notes of the Company under the 2004 Shelf Agreement, and (d) any other document, instrument or agreement executed in connection therewith.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Guarantor” shall mean any of the Parent Guarantor or any Subsidiary Guarantor and “Guarantors” shall mean the Parent Guarantor and the Subsidiary Guarantors.

“Guaranty Agreement” shall mean each of the Parent Guaranty Agreement and the Subsidiary Guaranty Agreement and “Guaranty Agreements” shall mean the Parent Guaranty Agreement and the Subsidiary Guaranty Agreement.

“holder” means, with respect to any Note, the Person or Permitted Transferee in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

“Institutional Investor” means (a) any Purchaser so long as such Purchaser shall hold any Note, (b) any holder of a Note holding more than $5,000,000 in aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

“Notes” is defined in Section 1.

“Officer’s Certificate” of any Person means a certificate of a Senior Financial Officer or of any other officer of such Person whose responsibilities extend to the subject matter of such certificate.

“Parent Guarantor” is defined in the introductory paragraph of this Agreement.

“Parent Guaranty Agreement” is defined in Section 2.2 hereof.

“Permitted Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased by any Purchaser under this Agreement, provided that such transferee shall not be a direct competitor of the Parent Guarantor or any of its Subsidiaries.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Purchaser” means each of the Purchasers of Notes identified in Schedule A.

B-2

“Required Holder(s)” shall mean the holder or holders of more than 50% of the aggregate principal amount of the Notes from time to time outstanding.

“Senior Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or assistant treasurer of such Person.

“Significant Subsidiary” means, at any time, a Subsidiary that accounts for more than (i) 5% of the consolidated assets of the Parent Guarantor and its Subsidiaries or (ii) 5% of consolidated revenue of the Parent Guarantor and its Subsidiaries.

“Subsidiary Guaranty Agreement” is defined in Section 2.2 hereof.

B-3

[FORM OF SERIES A NOTE]

SCHNEIDER NATIONAL LEASING, INC.

4.83% SENIOR NOTE, SERIES A, DUE MAY 7, 2017


No. [ ]		[Date]
$[ ]		PPN 80689# AZ9

For Value Received, the undersigned, Schneider National Leasing, Inc. (herein called the “Company”), a Nevada corporation, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars on May 7, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.83% per annum from the date hereof, payable semiannually, on the seventh of each May and November in each year, commencing with the May or November next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.83% or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank from time to time in New York, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of May 7, 2010 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.

EXHIBIT 1

(to Note Purchase Agreement)

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Pursuant to a Guaranty Agreement (as from time to time amended, the “Parent Guaranty Agreement”) and a Subsidiary Guaranty Agreement (as from time to time amended, the “Subsidiary Guaranty Agreement,” and together with the Parent Guaranty Agreement, the “Guaranty Agreements”), each dated as of even date with the Note Purchase Agreement, Schneider National, Inc., a Wisconsin corporation, and certain of its subsidiaries, respectively, have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance of the Company of all of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Guaranty Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such State.


SCHNEIDER NATIONAL LEASING, INC.

By
		Name:
		Title:

E-1-2

Form of Parent Guaranty Agreement

(see attached)

EXHIBIT 2

(to Private Shelf Agreement)

Execution Copy

SCHNEIDER NATIONAL, INC.

GUARANTY AGREEMENT

regarding

$100,000,000 4.83% Senior Notes, Series A, due May 7, 2017

Issued by Schneider National Leasing, Inc.

Dated as of May 7, 2010

TABLE OF CONTENTS


		Page
SECTION 1. THE GUARANTY			1

SECTION 2. OBLIGATIONS ABSOLUTE			2

SECTION 3. WAIVER AND AUTHORIZATION			2

Section 3.1	Waiver		2

Section 3.2	Obligations Unimpaired		4

SECTION 4. REINSTATEMENT AND RANK			4

Section 4.1	Reinstatement of Guaranty		4

Section 4.2	Rank of Guaranty		4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR			4

Section 5.1	Organization; Power and Authority		4

Section 5.2	Authorization, Etc.		5

Section 5.3	Disclosure		5

Section 5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates		5

Section 5.5	Financial Statements		6

Section 5.6	Compliance with Laws, Other Instruments, Etc.		6

Section 5.7	Governmental Authorizations, Etc.		6

Section 5.8	Litigation; Observance of Agreements, Statutes and Orders		6

Section 5.9	Taxes		7

Section 5.10	Title to Property; Leases		7

Section 5.11	Licenses, Permits, Etc.		7

Section 5.12	Compliance with ERISA		7

Section 5.13	Private Offering		8

Section 5.14	Use of Proceeds; Margin Regulations		8

Section 5.15	Existing Debt, Future Liens		9

Section 5.16	Foreign Assets Control Regulations, Etc.		9

Section 5.17	Status under Certain Statutes		10

Section 5.18	Environmental Matters		10

Section 5.19	Intercreditor Agreement		10

-i-

TABLE OF CONTENTS

(continued)


		Page
SECTION 6. INFORMATION AS TO GUARANTOR			11

Section 6.1	Financial and Business Information		11

Section 6.2	Officer’s Certificate		13

Section 6.3	Inspection		14

SECTION 7. AFFIRMATIVE COVENANTS			14

Section 7.1	Compliance with Law		14

Section 7.2	Insurance		15

Section 7.3	Maintenance of Properties		15

Section 7.4	Payment of Taxes and Claims		15

Section 7.5	Corporate Existence, Etc.		15

Section 7.6	Ownership of Company		15

Section 7.7	Subsidiary Guaranty Agreement		16

SECTION 8. NEGATIVE COVENANTS OF GUARANTOR			16

Section 8.1	Leverage Ratio		16

Section 8.2	Minimum Net Worth		16

Section 8.3	Liens		17

Section 8.4	Priority Debt		18

Section 8.5	Sales of Assets		18

Section 8.6	Merger, Consolidation		19

Section 8.7	Nature of Business		20

Section 8.8	Transactions with Affiliates		20

SECTION 9. DEFINITIONS			20

SECTION 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT			28

SECTION 11. AMENDMENT AND WAIVER			29

Section 11.1	Requirements		29

Section 11.2	Solicitation of Holders of Notes		29

Section 11.3	Binding Effect, Etc.		29

Section 11.4	Notes Held by Guarantor, Etc.		30

SECTION 12. NOTICES			30

SECTION 13. REPRODUCTION OF DOCUMENTS			30

-ii-

TABLE OF CONTENTS

(continued)


		Page
SECTION 14. CONFIDENTIAL INFORMATION			31

SECTION 15. MISCELLANEOUS			32

Section 15.1	Termination of Intercreditor Agreement		32

Section 15.2	Successors and Assigns		32

Section 15.3	Accounting Terms		32

Section 15.4	Severability		32

Section 15.5	Construction		32

Section 15.6	Counterparts		33

Section 15.7	Governing Law		33

-iii-


SCHEDULE I	—	Information Relating To Purchasers

SCHEDULE 5.4	—	Subsidiaries of the Guarantor, Ownership of Subsidiary Stock, Affiliates

SCHEDULE 5.5	—	Financial Statements

SCHEDULE 5.6	—	Compliance with Laws, Other Instruments, Etc.

Schedule 5.8	—	Litigation; Observance of Agreements, Statutes and Orders

SCHEDULE 5.11	—	Licenses, Permits, Etc.

SCHEDULE 5.12	—	Compliance with ERISA

SCHEDULE 5.15	—	Existing Debt, Future Liens

-iv-

GUARANTY AGREEMENT

This Guaranty Agreement, dated as of May 7, 2010 (as amended, restated, reaffirmed or otherwise modified from time to time, this “Guaranty Agreement”), is made by Schneider National, Inc., a Wisconsin corporation (the “Guarantor”) in favor of each “holder” (as defined below).

PRELIMINARY STATEMENT:

A. Schneider National Leasing, Inc., a Nevada corporation (the “Company”) is a Wholly-Owned Subsidiary of the Guarantor.

B. The Company and the institutional investors named in Schedule I hereto (hereinafter sometimes collectively referred to as the “Purchasers”) have or are about to enter into a Note Purchase Agreement (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), dated as of the date hereof, pursuant to which, subject to the terms and conditions of such Note Agreement, the Purchasers will purchase $100,000,000 in aggregate principal amount of 4.83% Senior Notes, Series A, due May 7, 2017 (such notes, and any notes issued in replacement, substitution or exchange therefor, being hereinafter collectively referred to as the “Notes”) of the Company.

C. A condition, among others, to the Purchasers agreement to purchase the Notes under the Note Agreement is that Guarantor execute and deliver this Guaranty Agreement for the benefit of the holders.

NOW, THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by the Purchasers, the Guarantor hereby covenants and agrees with, and represents and warrants to, each of the Purchasers as follows:

SECTION 1. THE GUARANTY.

The Guarantor hereby irrevocably and unconditionally guarantees to the Purchasers and each holder, the due and punctual payment in full of (i) the principal of, Make-Whole Amount (or other premium), if any, and interest on, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or repurchase or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Note Agreement and the Notes (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and performance and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company, any Subsidiary Guarantor, or any other Person or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of principal of, Make-Whole Amount (or other premium), if any, or interest on any Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Notes issued in connection with the Note Agreement make reference to this Guaranty Agreement.

The Guarantor hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes or the Note Agreement.

SECTION 2. OBLIGATIONS ABSOLUTE.

The obligations of the Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or of the Note Agreement, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against the Company, any Subsidiary Guarantor or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any modification or amendment of or supplement to the Note Agreement, the Notes or any other instrument referred to therein (except that the obligations of the Guarantor hereunder shall apply to the Note Agreement, the Notes or such other instruments as so amended, modified or supplemented) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes or in respect of the Note Agreement; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of the Guarantor or of the Company into or with any other corporation or any sale, lease or transfer of any or all of the assets of the Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with the Guarantor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full of all of the Guaranteed Obligations.

SECTION 3. WAIVER AND AUTHORIZATION.

Section 3.1 Waiver. The Guarantor hereby waives, for the benefit of each holder:

(a) any right to require any holder, as a condition of payment or performance by the Guarantor to (i) proceed against Company, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, or (iii) pursue any other remedy available to any holder whatsoever;

-2-

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than indefeasible payment in full of the Guaranteed Obligations;

(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(d) any defense based upon holder’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;

(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty Agreement and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any holder protect, secure, perfect or insure any security interest or lien or any property subject thereto;

(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty Agreement, notices of default under the Note Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of assignment, sale or other transfer of any Note to a Transferee, notices of any extension of credit to Company and notices of any of the matters referred to in Section 2 and any right to consent to any thereof;

(g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty Agreement; and

(h) (i) all rights of subrogation which it may at any time have as a result of this Guaranty Agreement (whether statutory or otherwise) to the claims of the holders against the Company or any other guarantor of the Guaranteed Obligations (each referred to herein as the “Other Party”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from the Company or any Other Party which it may at any time otherwise have as a result of this Guaranty Agreement; and (ii) any right to enforce any other remedy which the holders now have or may hereafter have against the Company or any Other Party, any endorser or any other guarantor of all or any part of the Guaranteed Obligations.

-3-

Section 3.2 Obligations Unimpaired. The Guarantor authorizes the holders of the Notes, without notice or demand to the Guarantor and without affecting its obligations hereunder, from time to time (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, all or any part of the Notes, the Note Agreement or any other instrument referred to therein, (b) to take and hold security for the payment of the Notes, for the performance of this Guaranty Agreement or otherwise for the obligations guaranteed hereby and to exchange, enforce, waive and release any such security, (c) to apply any such security and to direct the order or manner of sale thereof as they in their sole discretion may determine; (d) to obtain additional or substitute endorsers or guarantors; (e) to exercise or refrain from exercising any rights against the Company and others; and (f) to apply any sums, by whomsoever paid or however realized, to the payment of the principal of, Make-Whole Amount (or other premium), if any, and interest on the Notes and any other Guaranteed Obligation hereunder. The Guarantor waives any right to require the holders to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, the Guarantor or any other person or to pursue any other remedy available to such holders.

SECTION 4. REINSTATEMENT AND RANK.

Section 4.1 Reinstatement of Guaranty. The obligations of the Guarantor under this Guaranty Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration shall at such time be prevented or the right of any holder to receive any payment under any Note shall at such time be delayed or otherwise affected by reason of the pendency against the Company, the Guarantor or any other guarantor of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holders had accelerated the same in accordance with the terms of the Note Agreement, and the Guarantor shall forthwith pay such accelerated principal amount, accrued interest and Make-Whole Amount (or other premium), if any, thereon and any other amounts guaranteed hereunder.

Section 4.2 Rank of Guaranty. The Guarantor agrees that its obligations under this Guaranty Agreement shall rank at least pari passu with all other unsecured Senior Debt of the Guarantor now or hereafter existing.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR.

The Guarantor represents and warrants to each holder of a Note that:

Section 5.1 Organization; Power and Authority. The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty Agreement and to perform the provisions hereof.

-4-

Section 5.2 Authorization, Etc. This Guaranty Agreement has been duly authorized by all necessary corporate action on the part of the Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Disclosure. Except as disclosed in Schedule 5.3, this Guaranty Agreement, the documents, certificates or other writings delivered to you by or on behalf of the Guarantor in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since December 31, 2009, there has been no change in the financial condition, operations, business, properties or prospects of the Guarantor or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Guarantor that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to you by or on behalf of the Guarantor specifically for use in connection with the transactions contemplated hereby.

Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) a complete and correct list as of the date of this Guaranty Agreement of (i) the Guarantors’ Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Guarantor and each other Subsidiary, and (ii) the Guarantor’s Affiliates, other than Subsidiaries.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Guarantor and its Subsidiaries have been validly issued, are fully paid and nonassessable, and are owned by the Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 8.3).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

-5-

(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Guaranty Agreement, the agreements and regulatory restriction described on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions to the Guarantor or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5 Financial Statements. The Guarantor has delivered to each Purchaser copies of the financial statements of the Guarantor and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Guarantor and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year end adjustments).

Section 5.6 Compliance with Laws, Other Instruments, Etc. Except as otherwise disclosed in Schedule 5.6 hereof and other than Liens arising under the Intercreditor Agreement in accordance with its terms, the execution, delivery and performance by the Guarantor of this Guaranty Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by laws, or similar organizational and governing instruments or any other agreement or instrument to which the Guarantor or any Subsidiary is bound or by which the Guarantor or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any Subsidiary.

Section 5.7 Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty Agreement.

Section 5.8 Litigation; Observance of Agreements, Statutes and Orders. Except as otherwise disclosed on Schedule 5.8 hereto:

(a) There are no actions, suits or proceedings pending or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor or any Subsidiary or any property of the Guarantor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

-6-

(b) Neither the Guarantor nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority, or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.9 Taxes. The Guarantor and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Guarantor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Guarantor knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Guarantor and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Guarantor and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 1999.

Section 5.10 Title to Property; Leases. The Guarantor and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Guarantor or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Guaranty Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11 Licenses, Permits, Etc. Except as disclosed in Schedule 5.11, (a) the Guarantor and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others; (b) to the best knowledge of the Guarantor, no product of the Guarantor or any Subsidiary infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person, and (c) the Guarantor is not aware of any Material violation by any Person of any right of the Guarantor or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Guarantor or any of its Subsidiaries.

Section 5.12 Compliance with ERISA. Except as otherwise disclosed on Schedule 5.12 hereto:

(a) The Guarantor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Guarantor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV

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of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Guarantor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Guarantor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material;

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The terms “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA;

(c) The Guarantor and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate could have a Material Adverse Effect;

(d) The expected post-retirement benefit obligation (determined as of the last day of the Guarantor’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Guarantor and its Subsidiaries is not Material; and

(e) The execution and delivery of this Guaranty Agreement will not constitute a transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Guarantor in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.2 of the Note Agreement as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13 Private Offering. Neither the Guarantor nor the Company nor anyone acting under their direction has offered the Notes, or any similar securities for sale to, or solicited any offer to buy any of the same from, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Guarantor nor the Company nor anyone acting on its or their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act.

Section 5.14 Use of Proceeds; Margin Regulations. Proceeds of the sale of the Notes will be used for general corporate purposes of the Guarantor and its Subsidiaries. No part of the proceeds from the sale of the Notes under the Note Agreement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of

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Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Guarantor in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 2% of the value of the consolidated assets of the Guarantor and its Subsidiaries and the Guarantor does not have any present intention that margin stock will constitute more than 2% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” and “directly or indirectly” shall have the meanings assigned to them in said Regulation U.

Section 5.15 Existing Debt, Future Liens. (a) Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the Guarantor and its Subsidiaries as of March 31, 2010, and other than increases or decreases in the aggregate amount of revolving credit indebtedness of the Guarantor and its Subsidiaries outstanding from time to time in the ordinary course of business or scheduled amortization payments in respect of any such Debt set forth in Schedule 5.15 there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Guarantor or its Subsidiaries since such date. Neither the Guarantor nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Guarantor or such Subsidiary, and no event or condition exists with respect to any Debt of the Guarantor or any Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, the Guarantor has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 8.3.

Section 5.16 Foreign Assets Control Regulations, Etc.

(a) Neither the sale of the Notes by the Company pursuant to the Note Agreement nor its use of the proceeds thereof nor the execution and delivery of the Guaranty Agreement by the Guarantor will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Guarantor nor any Subsidiary (i) is, or will become, a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person. The Guarantor and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the sale of the Notes pursuant to the Note Agreement will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

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Section 5.17 Status under Certain Statutes. Neither the Guarantor nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18 Environmental Matters. Neither the Guarantor nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Guarantor or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing:

(a) neither the Guarantor nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Guarantor nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in each case in a manner contrary to any Environmental Laws and in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Guarantor or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Section 5.19 Intercreditor Agreement. The Intercreditor Agreement has not been amended or otherwise modified other than to add or delete parties thereto or agreements covered thereunder. No “Collateral Trustee” (as defined in the Intercreditor Agreement) has been appointed under the Intercreditor Agreement and no “Event of Default” or “Event of Collateralization” (in each case as defined in the Intercreditor Agreement) has occurred thereunder. Upon the issuance and sale of any Notes under the Note Agreement, such Notes will constitute “Indebtedness” (as such term is defined in the Intercreditor Agreement). Concurrently with the issuance and sale of any Notes under the Note Agreement, the Guarantor shall have mailed, or caused to be mailed, by certified mail, return receipt requested, to the “Agent” and each “Noteholder” (in each case as defined in the Intercreditor Agreement) the certification contemplated by Section 6.2 of the Intercreditor Agreement with respect to such Notes and the Purchasers thereof. Each Purchaser, at the time such Purchaser purchases any Notes under the

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Note Agreement, will constitute an “Additional Party” (as such term is defined in the Intercreditor Agreement) to the Intercreditor Agreement and the Note Agreement will constitute an “Additional Agreement” (as such term is defined in the Intercreditor Agreement) under the Intercreditor Agreement.

SECTION 6. INFORMATION AS TO GUARANTOR.

Section 6.1 Financial and Business Information. The Guarantor shall deliver to each Significant Holder:

(a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

(i) a consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries as at the end of such quarter, and

(ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows of the Guarantor and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Guarantor’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 6.1(a);

(b) Annual Statements — within 120 days after the end of each fiscal year of the Guarantor, duplicate copies of:

(i) a consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries, as at the end of such year, and

(ii) consolidated and consolidating statements of income, changes in shareholders’ equity and cash flows of the Guarantor and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied (in the case of the consolidated statements)

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(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a certificate of such accountants stating that they have reviewed this Guaranty Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Guarantor’s Annual Report on Form 10-K for such fiscal year (together with the Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant’s certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 6.1(b);

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Guarantor or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Guarantor or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Guarantor or any Subsidiary to the public concerning developments that are Material;

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Senior Financial Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(g) of the Note Agreement, a written notice specifying the nature and period of existence thereof and what action the Guarantor or the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters — promptly, and in any event within five Business Days after a Senior Financial Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Guarantor or an ERISA Affiliate proposes to take with respect thereto:

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(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Guarantor or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Guarantor or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Guarantor or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Guarantor or any of its Subsidiaries or relating to the ability of the Guarantor to perform its obligations hereunder as from time to time may be reasonably requested by any such holder of Notes.

Section 6.2 Officer’s Certificate. Each set of financial statements delivered to a holder of Notes pursuant to Section 6.1(a) or Section 6.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer on behalf of the Guarantor setting forth:

(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Guarantor was in compliance with the requirements of Section 8.1, Section 8.2, Section 8.4 and Section 8.5 hereof during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

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(b) Event of Default — a statement that such officer has reviewed the relevant terms hereof and of the Note Agreement and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Guarantor and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Guarantor or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Guarantor shall have taken or proposes to take with respect thereto.

Section 6.3 Inspection. The Guarantor shall permit any Significant Holder or any Person designated in writing by a Significant Holder as a representative of such Significant Holder:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Guarantor, to visit the principal executive office of the Guarantor, to discuss the affairs, finances and accounts of the Guarantor and its Subsidiaries with the Guarantor’s officers, and (with the consent of the Guarantor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, to visit and inspect any of the offices or properties of the Guarantor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Guarantor and its Subsidiaries), all at such times and as often as may be requested. Any visitation and inspection pursuant to this Section 6.3(b) shall be at the expense of the holders, provided that the Guarantor agrees to reimburse the reasonable visitation and inspection expenses of three representatives designated by the Required Holders following the occurrence of a Default or Event of Default.

SECTION 7. AFFIRMATIVE COVENANTS.

The Guarantor covenants that so long as any of the Notes are outstanding:

Section 7.1 Compliance with Law. The Guarantor will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their

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respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 7.2 Insurance. The Guarantor will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 7.3 Maintenance of Properties. The Guarantor will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties necessary in the operation of their business in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Guarantor or any Subsidiary from discontinuing the operation and maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 7.4 Payment of Taxes and Claims. The Guarantor will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Guarantor or any Subsidiary, provided that neither the Guarantor nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Guarantor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Guarantor or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 7.5 Corporate Existence, Etc. Subject to transactions permitted under Sections 8.5 and 8.6, the Guarantor will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 8.5 and 8.6, the Guarantor will at all times preserve and keep in full force and effect the corporate or legal existence of each of its Subsidiaries and all rights and franchises of the Guarantor and its Subsidiaries unless, in the good faith judgment of the Guarantor, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 7.6 Ownership of Company. The Guarantor will at all times keep and maintain the Company as a Subsidiary.

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Section 7.7 Subsidiary Guaranty Agreement. (a) The Guarantor will cause any Subsidiary which is required by the terms of the Bank Credit Agreement or any of the Private Placement Documents to become a party to, or otherwise guaranty, Debt under the Bank Credit Agreement or any of the Private Placement Documents, to enter into the Subsidiary Guaranty Agreement and deliver within five Business Days thereafter to each of the holders of the Notes the following items:

(i) a joinder agreement in respect of the Subsidiary Guaranty Agreement, in the form attached as Exhibit A to the Subsidiary Guaranty Agreement; and

(ii) an opinion of counsel (who may be in-house counsel for the Guarantor) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty Agreement has been duly authorized, executed and delivered and that the Subsidiary Guaranty Agreement constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(b) Any Subsidiary Guarantor will be automatically discharged and released from the Subsidiary Guaranty Agreement if (i) such Subsidiary Guarantor has been released and discharged as an obligor or guarantor under the Bank Credit Agreement and the Private Placement Documents and (ii) concurrently with such release the Company shall deliver a certificate of a Senior Financial Officer to the holders of the Notes to the effect that (x) all obligations of such Subsidiary Guarantor in respect of the Bank Credit Agreement and the Private Placement Documents and each other agreement pursuant to which such Subsidiary Guarantor shall have guaranteed Debt of the Guarantor or the Company have been released and discharged, and (y) at the time of such release and discharge, no Default or Event of Default exists. If any Subsidiary Guarantor shall be released in accordance with this Section 7.7(b) upon written request from the Guarantor, the holders of the Notes shall confirm to the Guarantor that the relevant Subsidiary Guarantor has been released from the Subsidiary Guaranty Agreement.

SECTION 8. NEGATIVE COVENANTS OF GUARANTOR.

Section 8.1 Leverage Ratio. The Guarantor covenants that it will not permit at any time the ratio of Consolidated Adjusted Debt to Consolidated EBITDA for the four consecutive fiscal quarter periods then most recently ended to exceed 3.50 to 1.00.

Section 8.2 Minimum Net Worth. The Guarantor covenants that it will not permit Consolidated Net Worth at any time to be less than $275,000,000 plus 50% of positive Consolidated Net Income for each fiscal quarter of the Guarantor ending after December 31, 2005.

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Section 8.3 Liens. The Guarantor covenants that it will not and will not permit any Subsidiary to create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except (which exception is qualified in its entirety by the paragraph appearing at the end of this Section 8.3):

(i) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and Liens in connection with attachments or judgments (including judgment or appeal bonds) relating to judgments that do not constitute an Event of Default under Section 11(j) of the Note Agreement,

(ii) Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business,

(iii) Liens on property or assets of a Subsidiary securing obligations of such Subsidiary to the Guarantor or to a Wholly-Owned Subsidiary,

(iv) Liens created in connection with the sale by the Guarantor and/or certain Subsidiaries of accounts receivable in an amount not to exceed 120% of the debt secured by such receivables (or interests therein) under the Receivables Program, provided that the amount of debt secured thereby shall at no time exceed an amount equal to the greater of (i) 70% of the gross trade receivables of the Guarantor and its Subsidiaries or (ii) $200,000,000,

(v) any Lien existing on property immediately prior to its acquisition (after the date hereof) by the Guarantor or a Subsidiary, provided that (a) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, (b) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (x) the cost to the Guarantor or such Subsidiary of the property so acquired and (y) the Fair Market Value of such property (as determined in good faith the Board of Directors of the Guarantor) at the time of such acquisition, and (c) no such Lien shall have been created or assumed in contemplation of such acquisition,

(vi) any Lien existing on property of a Person immediately prior to its becoming a Subsidiary, provided that no such Lien shall have been created or assumed in contemplation of such Person’s becoming a Subsidiary,

(vii) any Lien renewing, extending or refunding any Lien permitted by clauses (v) or (vi) of this Section 8.3, provided that the principal amount of Debt secured by such Lien immediately prior thereto is not increased or the maturity thereof reduced and such Lien is not extended to other property,

(viii) any Lien created under TRAC Leases,

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(ix) Liens created on property pursuant to the Intercreditor Agreement (prior to release of such agreement) following the occurrence of an Event of Collateralization (as defined in the Intercreditor Agreement), and

(x) Liens securing Priority Debt.

For the purposes of this Section 8.3, any Person becoming a Subsidiary after the date of this Guaranty Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes a Subsidiary, and any Person extending, renewing or refunding any Debt secured by any Lien shall be deemed to have incurred such Lien at the time of extension, renewal or refunding.

Section 8.4 Priority Debt. The Guarantor will not at any time permit Priority Debt to exceed 20% of Consolidated Net Worth.

Section 8.5 Sales of Assets. The Guarantor will not, and will not permit any Subsidiary to, sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Guarantor and its Subsidiaries; provided, however, that the Guarantor or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Guarantor and its Subsidiaries if such assets are sold in an arm’s length transaction for consideration which is not less than the Fair Market Value of such property and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the Net Proceeds received from such sale, lease or other disposition shall be used within 365 days of such sale, lease or disposition, in any combination:

(1) to acquire property and equipment of a similar nature and of at least equivalent value to the property which has been sold; or

(2) to make an offer to prepay or retire Senior Debt of the Guarantor or its Subsidiaries; provided that (i) the Guarantor shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, and the payment of the Make-Whole Amount, if any. Any offer of prepayment of the Notes pursuant to this Section 8.5 shall be given to each holder of the Notes by written notice which shall be delivered not less than 30 days and not more than 60 days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment, (iii) a calculation of the Ratable Portion for such holder’s Notes and (iv) an estimate of the Make-Whole Amount which would be payable if the Notes were to be prepaid on the date of such notice. Each holder of the Notes which desires to have its Notes prepaid shall notify the Guarantor in writing delivered not less than 5 Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. Prepayment of Notes pursuant to this Section 8.5 shall be made in accordance with Section 8.2 and Section 8.4 of the Note Agreement.

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As used in this Section 8.5, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Guarantor and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Guarantor and its Subsidiaries during any fiscal year of the Guarantor exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Guarantor and its Subsidiaries, (ii) any transfer of assets from the Guarantor to any Wholly-Owned Subsidiary or from any Subsidiary to the Guarantor or a Wholly-Owned Subsidiary, (iii) receivables sold under the Receivables Program, and (iv) the sale of all or any part of the Guarantor’s interest in Schneider Finance, Inc. or in one or more finance portfolios of Schneider Finance, Inc.

Section 8.6 Merger, Consolidation. The Guarantor will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other corporation or other legal entity or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that:

(1) a Subsidiary of the Guarantor may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Guarantor or a Wholly-Owned Subsidiary or any other Person so long as in any merger or consolidation involving the Guarantor, the Guarantor shall be the surviving or continuing corporation, and in any merger or consolidation involving such other Person, such Subsidiary (or a Wholly-Owned Subsidiary) shall be the surviving or continuing entity, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 8.5;

(2) the foregoing restriction does not apply to the consolidation or merger of the Guarantor with, or the conveyance, transfer or lease of all or substantially all of the assets of the Guarantor in a single transaction or series of transactions to, any Person so long as:

(A) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Guarantor as an entirety, as the case may be (the “Successor Corporation”), shall be a solvent corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

(B) the Successor Corporation would be permitted by the provisions of Section 8.1 hereof to incur at least $1.00 of additional Consolidated Debt on a pro forma basis as of the end of the immediately preceding fiscal quarter;

(C) if the Guarantor is not the Successor Corporation, such corporation shall have executed and delivered to each holder its assumption of the due and punctual performance and observance of each covenant and condition of this Guaranty Agreement (pursuant to such agreements and instruments as shall be

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reasonably satisfactory to the Required Holders), and the Guarantor shall have caused to be delivered to each holder (i) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (ii) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty Agreement continues in full force and effect; and

(D) immediately after giving effect to such transaction no Default or Event of Default would exist; and

(3) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, a Subsidiary of the Guarantor in accordance with the terms of Section 10.1 of the Note Agreement.

Section 8.7 Nature of Business. The Guarantor and its Subsidiaries may engage in any business, if, as a result, when taken as a whole, the general nature of the business of the Guarantor and its Subsidiaries would not be substantially changed from the general nature of the business of the Guarantor and its Subsidiaries on the date of the Note Agreement.

Section 8.8 Transactions with Affiliates. The Guarantor will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except upon fair and reasonable terms no less favorable to the Guarantor or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

SECTION 9. DEFINITIONS.

For the purpose of this Guaranty Agreement, the terms defined in the text of any Section or prefatory paragraph shall have the respective meanings specified therein; and the following terms shall have the meanings specified with respect thereto below:

“Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such first Person, except a Subsidiary of the Guarantor shall not be an Affiliate of the Guarantor, and (ii) with respect to any Purchaser, shall include any managed account, investment fund or other vehicle for which such Purchaser or any Affiliate of such Purchaser as investment advisor or portfolio manager. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

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“Bank Credit Agreement” shall mean the Credit Agreement dated as of June 16, 2004 among the Guarantor, the Company and the Subsidiary Guarantors and the other financial institutions which are parties thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or replacements thereof which constitutes the primary bank credit facility of the Guarantor and its Subsidiaries.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois or New York, New York are required or authorized to be closed.

“Capitalized Lease Obligation” shall mean any rental obligation which, under GAAP, is or will be required to be capitalized on the books of the Guarantor or any Subsidiary, taken at the amount thereof accounted for as Debt (net of interest expense) in accordance with GAAP.

“Cash Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) U.S. dollar denominated time deposits and certificates of deposit or Eurodollar time deposits and certificates of deposit of any domestic commercial bank of recognized standing or any branch thereof (y) having capital and surplus in excess of $500,000,000 and (z) whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued in the United States and having a maturity of 270 days or less from the date of acquisition with the issuer having a rating from S&P of at least A-1 or the equivalent thereof or from Moody’s of at least P-1 or the equivalent thereof, (d) repurchase agreements entered into by a Person with a bank or trust company (including any Approved Bank) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) obligations of any State of the United States or any political subdivision thereof, the interest with respect to which is exempt from federal income taxation under Section 103 of the Code, having a long term rating of at least AA- or Aa-3 by S&P or Moody’s, respectively, and maturing within three years from the date of acquisition thereof, (f) investments in securities (i) rated AAA (or the equivalent thereof) or better by S&P or Aaa (or the equivalent thereof) or better by Moody’s and (ii) with dividends or interest rates that reset at least once every 365 days and (g) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing clauses (a), (b), (c), (e) and (f).

“Closing” is defined in Section 3 of the Note Agreement.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the Recitals of this Guaranty Agreement.

“Consolidated Adjusted Debt” shall mean Consolidated Debt less the amount of unencumbered Consolidated Cash (shown on the consolidated balance sheet of the Guarantor as of the date of any determination thereof) in excess of $5,000,000.

“Consolidated Cash” shall mean, as of any time of determination thereof, all cash and Cash Equivalents of the Guarantor and Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Debt” shall mean Debt of the Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, the sum of Consolidated Net Income of the Guarantor and its Subsidiaries (excluding any non-cash gains or losses), plus consolidated interest expense, plus all provisions for income taxes, plus depreciation and amortization all determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” shall mean the amount which in accordance with generally accepted accounting principles would be reported as net income on the audited consolidated financial statements of the Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” shall mean the sum of (i) the par value (or value stated on the books of Guarantor) of the capital stock of all classes of Guarantor, plus (or minus in the case of a surplus deficit) (ii) the amount of the consolidated surplus, whether capital or earned, of the Guarantor and its Subsidiaries after subtracting therefrom the aggregate of treasury stock and any other contra-equity accounts including, without limitation, Minority Interests; all determined in accordance with GAAP.

“Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Guarantor and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Debt” shall mean, without duplication, the sum of (i) indebtedness for borrowed money, (ii) indebtedness representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of business payable on terms customary in the trade) or evidenced by notes payable, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter acquired, (iv) obligations (excluding any reserves established in accordance with GAAP) which are due more than one year from the date of creation thereof and which would be shown on Guarantor’s consolidated balance sheet as a liability in accordance with GAAP, (v) Capitalized Lease Obligations, (vi) net liabilities under hedging agreements, (vii) Guaranties in respect of the obligations of another Person, and (viii) any part of the obligations under the Receivables Program which are recourse to the Company or its Subsidiaries.

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“Default” shall have the meaning set forth in the Note Agreement.

“Environmental Laws” shall mean all federal, state, local and foreign laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, ground water, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, and any and all regulations, codes, plans, orders, decrees, judgments, injunctions, notices or demand letters issued, entered, promulgated or approved thereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Guarantor under section 414 of the Code.

“Event of Default” shall have the meaning set forth in the Note Agreement.

“Fair Market Value” means, at any time and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means:

(a) the government of:

(i) the United States of America or any State or other political subdivision thereof, or

(ii) any jurisdiction in which the Guarantor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty Agreement” is defined in the first paragraph of this Guaranty Agreement.

“Guarantor” is defined in the first paragraph of this Guaranty Agreement.

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“Guaranties” by any Person shall mean all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect, guaranteeing any Debt, dividend or other obligation, of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Debt or obligation or any property or assets constituting security therefor, (b) to advance or supply funds (1) for the purchase or payment of such Debt or obligation, (2) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation, or (c) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of the primary obligor to make payment of the Debt or obligation, or (d) otherwise to assure the owner of the Debt or obligation of the primary obligor against loss in respect thereof. For the purposes of all computations made under this Guaranty Agreement, a Guaranty in respect of any Debt for borrowed money shall be deemed to be Debt equal to the principal amount of such Debt for borrowed money which has been guaranteed, and a Guaranty in respect of any other obligation or liability or any dividend shall be deemed to be Debt equal to the maximum aggregate amount of such obligation, liability or dividend.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

“holders” and “holder” shall mean the Purchasers and any other holder of a Note from time to time.

“Institutional Investor” means (a) any Purchaser so long as such Purchaser shall hold any Note, (b) any holder of a Note holding more than $5,000,000 in aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of June 15, 1989, among the Guarantor, the Company, Schneider Specialized Carriers, Inc. (formerly International Transport, Inc.), the banks and insurance companies named therein and such additional parties as may become a party thereto from time to time, as amended or supplemented from time to time.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, deposit arrangement, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

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“Make-Whole Amount” shall have the meaning set forth in Section 8.6 of the Note Agreement with respect to any Note.

“Material” means material in relation to the business, operations, financial condition, assets or properties of the Guarantor and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Guarantor and its Subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations under the Note Agreement and the Notes or the ability of the Guarantor to perform its obligations under this Guaranty Agreement, or (c) the validity or enforceability of this Guaranty Agreement, the Note Agreement or the Notes.

“Minority Interests” shall mean any shares of stock of any class of a Subsidiary (other than directors’ qualifying shares as required by law) that are not owned by the Guarantor and/or one or more Wholly-Owned Subsidiaries. Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor ratings entity.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“Net Proceeds” means with respect to any sale of property by any Person an amount equal to (a) the aggregate amount of the consideration received by such Person in respect of such sale (valued at the Fair Market Value of such consideration at the time of such sale determined by the Board of Directors of the Guarantor), minus (b) the sum of (i) all out-of-pocket costs and expenses actually incurred by such Person in connection with such sale, and (ii) all state, federal and foreign taxes incurred, or to be incurred, by the seller (assuming the highest marginal rate were applicable to such sale) in connection with such sale.

“Note Agreement” is defined in the Recitals to this Guaranty Agreement.

“Notes” is defined in the Recitals to this Guaranty Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Subsidiary Guarantor Debt” means Debt of a Subsidiary Guarantor evidenced by a Guaranty of Debt of the Guarantor or another Subsidiary.

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“Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Guarantor or any ERISA Affiliate or with respect to which the Guarantor or any ERISA Affiliate may have any liability.

“Private Placement Documents” shall mean (i) (a) the Note Purchase Agreement dated as of December 16, 2003, as amended from time to time, (the “2003 Note Agreement”) between the Company and the institutional investors named therein, (b) the Guaranty Agreement dated as of even date therewith, as amended from time to time, between the Parent Guarantor and the institutional investors, (c) the Subsidiary Guaranty Agreement dated as of even date therewith, as amended or joined from time to time, by the Subsidiary Guarantors in favor of the institutional investors holding promissory notes of the Company under the 2003 Note Agreement, and (d) any other document, instrument or agreement executed in connection therewith and (ii) the Private Shelf Agreement dated as of October 11, 2004, as amended from time to time, (the “2004 Shelf Agreement”) between the Company and the institutional investors named therein, (b) the Parent Guaranty Agreement dated as of even date therewith, as amended from time to time, between the Parent Guarantor and the institutional investors, (c) the Subsidiary Guaranty Agreement dated as of even date therewith, as amended or joined from time to time, by the Subsidiary Guarantors in favor of the institutional investors holding promissory notes of the Company under the 2004 Shelf Agreement, and (d) any other document, instrument or agreement executed in connection therewith.

“Priority Debt” means (i) Debt of the Guarantor and its Subsidiaries which is secured by a Lien (excluding Debt secured by Liens described in clauses (i) through (ix) of Section 8.3) and (ii) unsecured Debt of any Subsidiary other than (a) Debt of the Company, and (b) Permitted Subsidiary Guarantor Debt. For purposes of all computations made under this Guaranty Agreement, a Guaranty in respect of Debt shall be deemed to be Priority Debt equal to the amount of such Debt which has been guaranteed.

“Purchaser” is defined in the Recitals to this Guaranty Agreement.

“Ratable Portion” mean, with respect to any Note, an amount equal to the product of (x) the amount equal to the Net Proceeds being so applied to the prepayment of Senior Debt multiplied by (y) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of Senior Debt of the Company and its Subsidiaries.

“Receivables Program” means any transaction or series of transactions that may be entered into by the Guarantor or any of its Subsidiaries pursuant to which the Guarantor or such Subsidiary, as the case may be, may sell, convey or otherwise transfer receivables for Fair Market Value to (a) a Receivables Subsidiary (in the case of a transfer by the Guarantor or any of its Subsidiaries) intended to be a true sale transaction and (b) any other Person (in the case of a

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transfer by a Receivables Subsidiary), and any Receivables Subsidiary may transfer, or grant a security interest in, any receivables (whether now existing or arising in the future) of the Guarantor or any of its Subsidiaries and any assets related thereto, including all collateral securing such receivables, all contracts and all Guaranties or other obligations in respect of such receivables and the proceeds of such receivables; provided that there shall be no recourse under such securitization to the Guarantor or any of its Subsidiaries other than pursuant to Standard Securitization Undertakings.

“Receivables Subsidiary” means a Wholly-Owned Subsidiary of the Guarantor which engages in no activities other than the financing of receivables and which is designated by the Board of Directors of the Guarantor as a Receivables Subsidiary, (a) no portion of the Debt or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Guarantor or any other Subsidiary (excluding Guaranties of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Guarantor or any other Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Guarantor or any other Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than the receivables and related rights sold into the applicable Receivables Program and other than pursuant to Standard Securitization Undertakings and (b) to which neither the Guarantor nor any other Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

“Required Holder(s)” shall mean the holder or holders of more than 50% in aggregate principal amount of the Notes from time to time outstanding (exclusive of Notes then owned by the Guarantor, the Company or any of their Affiliates).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Senior Debt” shall mean Debt other than Subordinated Debt.

“Senior Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or assistant treasurer of such Person.

“Significant Holder” shall mean (i) each Purchaser, so long as such Purchaser shall hold any Note and (ii) any holder of at least 5% of the aggregate principal amount of the Notes from time to time outstanding which is a bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, which is a holder.

“S&P” shall mean Standard & Poors Ratings Group, a division of McGraw Hill, Inc. or any successor ratings entity.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Guarantor or any Subsidiary that are customary in the non-recourse securitization of receivables transactions.

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“Subordinated Debt” means all unsecured Debt of the Guarantor or the Company which shall contain or have applicable thereto subordination provisions providing for the subordination thereof to other Debt of the Guarantor (including, without limitation, the obligations of the Guarantor under this Agreement) or the Company.

“Subsidiary” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership, limited liability company or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership, limited liability company or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Guarantor.

“Subsidiary Guarantors” shall mean Schneider Resources, Inc., Schneider Finance, Inc., Schneider National Carriers, Inc. and each Subsidiary of the Guarantor that subsequent to the date of the Note Agreement becomes a party to the Subsidiary Guaranty Agreement in accordance with Section 7.7 of this Guaranty Agreement and the form of Guaranty Joinder attached as Exhibit A to the Subsidiary Guaranty Agreement.

“Subsidiary Guaranty Agreement” shall have the meaning set forth in Section 2.2 of the Note Agreement.

“TRAC Leases” mean leases of tractors and/or trailers under leases pursuant to which the rental obligations of the lessee constitute Capitalized Lease Obligations of the lessee.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased under the Note Agreement.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly-Owned” shall mean, as applied to any Subsidiary, a Subsidiary all the outstanding shares (other than directors’ qualifying shares, if required by law) of every class of stock or other equity interest of which are at the time owned by the Guarantor and/or by one or more Wholly-Owned Subsidiaries.

SECTION 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Guaranty Agreement and the Notes, the purchase or transfer by a holder of the Notes of any Note or portion thereof or interest therein and the payment of any Note, and may be

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relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of a holder of the Notes or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Guarantor pursuant to this Guaranty Agreement shall be deemed representations and warranties of the Guarantor under this Guaranty Agreement. Subject to the preceding sentence, this Guaranty Agreement embodies the entire agreement and understanding between the holders of the Notes and the Guarantor and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 11. AMENDMENT AND WAIVER.

Section 11.1 Requirements. This Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 5 hereof, or any defined term (as it is used therein for purposes of Section 5), will be effective as to a holder of the Notes unless consented to by such holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (ii) amend this Section 11, Section 1 or Section 14.

Section 11.2 Solicitation of Holders of Notes.

(a) Solicitation. The Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 11.2 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding whether or not such holder consented to such waiver or amendment.

Section 11.3 Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 11 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Guarantor without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantor and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Guaranty Agreement” and references thereto shall mean this Guaranty Agreement as it may from time to time be amended or supplemented.

-29-

Section 11.4 Notes Held by Guarantor, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Guarantor or any of its Affiliates shall be deemed not to be outstanding.

SECTION 12. NOTICES.

(i) if to a holder of the Notes or such holder’s nominee, to such holder or such holder’s nominee at the address specified for such communications in Schedule A to the Note Agreement, or at such other address as such holder or it shall have specified to the Guarantor in writing, or

(ii) if to the Guarantor, to the Guarantor at its address set forth at the beginning hereof to the attention of the Chief Financial Officer, or at such other address as the Guarantor shall have specified to the holder of each Note in writing.

Notices under this Section 12 will be deemed given only when actually received.

SECTION 13. REPRODUCTION OF DOCUMENTS.

This Guaranty Agreement and all documents relating hereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by a holder of the Notes at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to a holder of the Notes, may be reproduced by such holder by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such holder may destroy any original document so reproduced. The Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by a holder of the Notes in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 13 shall not prohibit the Guarantor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

-30-

SECTION 14. CONFIDENTIAL INFORMATION.

For the purposes of this Section 14, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Guarantor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Guaranty Agreement and the Note Agreement, together with any related schedules and exhibits, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, or (c) otherwise becomes known to such Purchaser other than through disclosure by the Guarantor or any Subsidiary or from a Person who is known to such Purchaser to be bound by a confidentiality agreement with the Guarantor or any of its Subsidiaries, or is known to such Purchaser to be under an obligation not to transmit the information to such Purchaser. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) such Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by such Purchaser’s Notes), (ii) such Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14), (v) any Person from which such Purchaser offers to purchase any security of the Guarantor or the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate in each of the following cases: (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process which such Purchaser reasonably believes to have been validly issued, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, the Note Agreement, and this Guaranty Agreement. Each holder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14 as though it were a party to this Guaranty Agreement. On reasonable request by the Guarantor in connection with the delivery to any holder of information required to be delivered to such holder under this Guaranty Agreement or requested by such holder (other than a holder that is a party to this Guaranty Agreement or its nominee), such holder will, as a condition precedent to receiving such information, enter into an agreement with the Guarantor embodying the provisions of this Section 14.

-31-

SECTION 15. MISCELLANEOUS.

Section 15.1 Termination of Intercreditor Agreement. So long as no Default or Event of Default shall exist, if (a) each party to the Intercreditor Agreement (excluding the holders of the Notes) shall have their rights terminated under the Intercreditor Agreement, or (b) all other Debt (excluding the Notes) which shall have the benefit of the Intercreditor Agreement shall have been paid in full and no other Debt shall have the benefit of the Intercreditor Agreement, then each holder of the Notes agrees that the Intercreditor Agreement shall terminate and the holders of the Notes shall have no further rights under the Intercreditor Agreement. If the interest of the holders of the Notes in the Intercreditor Agreement shall terminate in accordance with this Section 15.1, upon written request from the Guarantor the holders of the Notes shall confirm to the Guarantor in writing that the interest of the holders of the Notes in the Intercreditor Agreement has terminated.

Section 15.2 Successors and Assigns. All covenants and other agreements contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 15.3 Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP and (ii) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing or any other provision of this Agreement providing for any amount to be determined in accordance with GAAP, for purposes of determining compliance with the covenants contained in this Agreement, any election by the Guarantor to measure an item of Debt (other than of the type described in clause (vi) of the definition thereof) using fair value (as permitted by Accounting Standards Codification 820-12, formerly known as State of Financial Accounting Standards No. 159, or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 15.4 Severability. Any provision of this Guaranty Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.5 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

-32-

Section 15.6 Counterparts. This Guaranty Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 15.7 Governing Law. This Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

[remainder of page left intentionally blank]

-33-

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to be duly executed and delivered as of the date and year first above written.


SCHNEIDER NATIONAL, INC.

By:
		Thomas A. Gannon
Its:		Secretary

Agreed and accepted as of the date first written above.


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:
		Vice President

PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY

By:		Prudential Investment Management, Inc.,
		as investment manager

		By:
		Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

By:		Prudential Investment Management (Japan),
		Inc., as Investment Manager

		By: Prudential Investment Management, Inc.,
		as Sub-Adviser

		By:
		Vice President

COMPANION LIFE INSURANCE COMPANY

By:		Prudential Private Placement Investors,
		L.P. (as Investment Advisor)

By:		Prudential Private Placement Investors, Inc.
		(as its General Partner)

		By:
		Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:		Prudential Private Placement Investors,


		L.P. (as Investment Advisor)

By:		Prudential Private Placement Investors, Inc.
		(as its General Partner)

		By:
		Vice President


METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT
by Metropolitan Life Insurance Company, its Investment Manager

By:_________________________________________
Name: ______________________________________
Title: _______________________________________

-2-

Information Relating to Purchasers

The Prudential Insurance Company of America

Prudential Arizona Reinsurance Captive Company

The Gibraltar Life Insurance Co., Ltd.

United of Omaha Life Insurance Company

Companion Life Insurance Company

c/o Prudential Capital Group

Two Prudential Plaza

180 North Stetson, Suite 5600

Chicago, IL 60601-6716

Attention: Managing Director

Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey ###-###-####

Attention: Director

Facsimile ###-###-####

With a copy OTHER than with respect to deliveries of financial statements to:

Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey ###-###-####

Attention: Chief Counsel-Securities Investments

(PRIV)

Email: ***@***

MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey ###-###-####

Attention: Director

Facsimile ###-###-####

With a copy OTHER than with respect to deliveries of financial statements to:

SCHEDULE I

(to Guaranty Agreement)

MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey ###-###-####

Attention: Chief Counsel-Securities Investments (PRIV)

Email: ***@***

-2-

SUBSIDIARIES OF THE GUARANTOR, OWNERSHIP OF SUBSIDIARY STOCK, AFFILIATES

(a) (i) Guarantor’s Subsidiaries:


	JURISDICTION OF ORGANIZATION	PERCENTAGE OF OWNERSHIP*
4488 International Holding Company Limited	Barbados, V.I.	100% - SLI
Distribution Services Systems, Inc.	Louisiana	100%
INS Insurance, Inc.	Vermont	100%
N61GB, LLC	Wisconsin	100%
Optimodal, LLC	Wisconsin	100% - SNC
Schneider Distribution Services, LLC	Wisconsin	95% 5% - SNC
Schneider Enterprise Consultancy (Shanghai) Co., Ltd.	Shanghai, PRC	100% - 4488
Schneider Enterprise Resources, LLC	Wisconsin	100% - SNL
Schneider Finance, Inc.	Wisconsin	100%
Schneider Global Logistics (Tianjin) Co. Ltd.	Tianjin, China	100% - 4488
Schneider Intermodal Marketing, Inc.	Wisconsin	100%
Schneider International Operations, LLC	Wisconsin	95% - SNC 5% - SNI
Schneider Leasing de Mexico S.de R.L. de C.V.	Mexico	99%
Schneider Logistics Canada, Ltd.	Ontario, CN	100% - SLI
Schneider Logistics Europe B.V.	Venlo, Netherlands	100% - SLI
Schneider Logistics International, Inc.	California	100% - SLI
Schneider Logistics (Tianjin) Co., Ltd.	Tianjin, China	100% - 4488
Schneider Logistics Transloading and Distribution, Inc.	Wisconsin	100% - SLI
Schneider Logistics Transportation, Inc.	Louisiana	100% - SLI
Schneider Logistics, Inc.	Wisconsin	100%
Schneider National Bulk Carriers, Inc	Louisiana	100%
Schneider National Carriers, Inc.	Nevada	100%
Schneider National Carriers, Ltd.	Ontario, CN	100%
Schneider National de Mexico, S.A. de C.V.	Mexico	99%
Schneider National Leasing, Inc.	Nevada	100%
Schneider Receivables Corporation	Delaware	100%
Schneider Resources, Inc.	Wisconsin	100%
Schneider Specialized Carriers, Inc.	North Dakota	100%
Schneider Tank Lines, Inc.	Illinois	100%
Schneider Training Academy Canada, Ltd.	Ontario CN	100% - STA
Schneider Training Academy, Inc.	Wisconsin	100%
Schneider Transport, Inc.	Wisconsin	100%
Schneider Transportation Management, Inc.	Wisconsin	100%
Transportation Services, LLC	Wisconsin	99% - SSC 1% - SNL

SCHEDULE 5.4

(to Guaranty Agreement)

(ii) Guarantor’s Affiliates:


Servicios Dedicados Express, S.A. de C.V.		Cuautitalan Izcalli, Estado de Mexico		49%

* Except as noted, all ownership is by Schneider National, Inc.

(d) INS Insurance, Inc. is an insurance company regulated under the laws of the State of Vermont and the payment of dividends from INS Insurance, Inc. to its shareholders is subject to regulation by the Department of Banking, Insurance, Securities and Healthcare Regulation of the State of Vermont.

5.4-2-

FINANCIAL STATEMENTS

•

Schneider National, Inc. and Subsidiaries

•

Consolidated Financial Statements as of and for the Years Ended December 31, 2009 and 2008, Independent Auditors’ Report

•

Schneider National, Inc. and Subsidiaries

•

Consolidated Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Independent Auditors’ Report

SCHEDULE 5.5

(to Guaranty Agreement)

COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

None

SCHEDULE 5.6

(to Guaranty Agreement)

Litigation; Observance of Agreements, Statutes and Orders

•

Bickley, Morris and Patton, Michael et. al. v. Schneider National Carriers, Inc. (“Company”). This is a class action lawsuit brought in California against the Company in December 2008 by former driver Morris Bickley, and in February 2009 by former driver, Michael Patton. They allege that the Company failed to pay all California dedicated and intermodal local and regional drivers according to California wage and hour laws and wage orders. Claims include those for vacation pay, timing of termination pay, failure to maintain records, penalties, attorneys’ fees, and failure of the company to afford drivers appropriate “meal” and “rest” periods under California law. The case is venued in the federal court in the Northern District of California. The Bickley/Patton case is in the “discovery” phase where interrogatories and depositions are being taken. This is expensive. Our strategy is to prevent class certification. Another former driver, Richard Beaudoin, has retained a different plaintiff’s law firm who assert similar class action allegation. We have not yet been able to determine what damages and reserve, if any, are estimable or appropriate. On-going defense costs will be relatively significant. Should the Company not prevail on the merits, damages could be significant, anywhere from $500,000 to several million dollars.

•

Polanco, Krumbine, Arias vs. Schneider National Carriers, Inc. (“Company”). This is an asserted class action from a California law firm who represents two former mechanics, Luis Polanco and Alan Krumbine, as well as a current mechanic, Asuncion Arias. The Complaint asserts a class action on behalf of all current and former Company mechanics located in California for the past four years. The Complaint alleges violations of California wage and hour laws and wage orders for alleged failure to pay overtime, failure to provide rest and meal periods, failure to have proper wage statements, and claims for attorneys’ fees, fines, costs, and penalties. The law firm also asserts that the Company does not have a valid “alternative work schedule,” which is allowable under California law to avoid overtime. The Company has taken declarations from mechanics who remember the alternative work schedule vote and support the Company’s position. The Company has had a new vote on an alternative work schedule to avoid overtime after eight (8) hours in any one work day. The schedule was implemented on March 21, 2010. We have not yet been able to determine what damages or reserve, if any, are estimable and appropriate. On-going defense costs will be relatively significant. Should the Company not prevail on the merits, damages could well exceed $500,000.

•

On November 6, 2009, the Employee Benefits Security Administration (EBSA) of the U.S. Department of Labor (DOL) requested that Schneider National, Inc. (the Company), produce documents related to the Schneider National, Inc. 401(k) Savings and Retirement Plan (the Plan) for the period January 1, 2003 through the present. The Company provided documents to an EBSA investigator and has recently entered into a tolling agreement with DOL, tolling the statute of limitations through April 30, 2011, on an action by DOL involving the Plan brought under Part 4 of Title I of ERISA.

SCHEDULE 5.8

(to Guaranty Agreement)

DOL has not submitted a report regarding its review; however, based upon statements made by the EBSA investigator, it is possible that the report will assert that one or more quarterly payments made by the Plan to the Company during the period April, 2004, through September, 2009, was a “prohibited transaction” under ERISA § 406(a) and was not exempt from the general prohibition against such transactions. It also is possible that the report will assert that one or more breaches of fiduciary duties under ERISA occurred in connection with some or all of the quarterly payments referred to above. Based upon the payments believed to be in issue, this amount could be as high as $452,000. In addition, the amount of a potential civil penalty could be as high as $91,000. If the matter cannot be resolved by agreement with DOL and an action is brought against the Company asserting that one or more non-exempt prohibited transactions or breaches of fiduciary duty occurred, the Company intends to raise defenses of fact and law.

5.4-2-

LICENSES, PERMITS, ETC.

None

SCHEDULE 5.11

(to Guaranty Agreement)

COMPLIANCE WITH ERISA

None

SCHEDULE 5.12

(to Guaranty Agreement)

EXISTING DEBT; FUTURE LIENS


		CURRENT		LONG-TERM		TOTAL
DESCRIPTION	BORROWER	3/31/10		3/31/10		3/31/10
Private Placements
8.22% Senior Notes Due 10/15/2011	SNL		3,000,000.00		3,000,000.00		6,000,000.00
(Chase as Agent, Issued: 10/29/99)
8.63% Senior Notes Due 6/29/10	SNL		3,571,428.58		—		3,571,428.58
(Prudential Direct Issued: 6/29/00)
4.29% 5 yr. Senior Notes Due 12/16/08	SNL		—		—		—
4.76% 7 yr. Senior Notes Due 12/16/10	SNL		40,000,000.00		—		40,000,000.00
5.43% 10 yr. Senior Notes Due 12/16/13	SNL		—		27,000,000.00		27,000,000.00
(Wachovia as Agent, Issued: 12/16/03)
4.30% 5 yr. Senior Notes Due 2/2/09	SNL		—		—		—
4.77% 7 yr. Senior Notes Due 2/2/11	SNL		10,000,000.00		—		10,000,000.00
5.44% 10 yr. Senior Notes Due 2/2/14	SNL		—		23,000,000.00		23,000,000.00
(Wachovia as Agent, Issued: 2/2/04)

	Total Private Placements		56,571,428.58		53,000,000.00		109,571,428.58
Bank Revolving Credit Facilities
Wachovia Bank, as Admin. Agent for Credit	SNL		—		19,600,000.00		19,600,000.00
Agreement dated 6/16/04 ($250,000,000, 5 year facility)
Accounts Receivable Securitization
Bank of America (AR Funding)	SRC		112,000,000.00		—		112,000,000.00
Accounts Receivable Sale (Off Balance Sheet)
Capitalized Leases

	Total Capitalized Leases		—		—		—
Other
JPMorgan China Loan Facility RMB 133,944,000	SLT		19,593,627.94		—		19,593,627.94

	Total Other		19,593,627.94		—		19,593,627.94

	Total Senior Debt		188,165,056.52		72,600,000.00		260,765,056.52
Subordinated Notes
Special Debt 2004-P1A	SNI		—		6,907,736.80		6,907,736.80
Special Debt 2004-D1A	SNI		—		6,907,736.80		6,907,736.80
Special Debt 2004-D1B	SNI		—		12,365,500.00		12,365,500.00
Special Debt 2004-P2A	SNI		—		15,682,678.90		15,682,678.90
Special Debt 2004-D2A	SNI		—		15,682,678.90		15,682,678.90

	Total Subordinated Notes		—		57,546,331.40		57,546,331.40

	TOTAL DEBT	$	188,165,056.52	$	130,146,331.40	$	318,311,387.92

SCHEDULE 5.15

(to Guaranty Agreement)

Form of Subsidiary Guaranty Agreement

(see attached)

EXHIBIT 3

(to Note Purchase Agreement)

Execution Copy

SCHNEIDER FINANCE, INC.

SCHNEIDER NATIONAL CARRIERS, INC.

SCHNEIDER RESOURCES, INC.

SUBSIDIARY GUARANTY AGREEMENT

regarding

$100,000,000 4.83% Senior Notes, Series A, due May 7, 2017

Issued by Schneider National Leasing, Inc.

Dated as of May 7, 2010

TABLE OF CONTENTS


		Page
SECTION 1. DEFINITIONS			2

SECTION 2. THE GUARANTY			2

SECTION 3. OBLIGATIONS ABSOLUTE			4

SECTION 4. WAIVER AND AUTHORIZATION			4

Section 4.1	Waiver		4

Section 4.2	Obligations Unimpaired		5

SECTION 5. REINSTATEMENT AND RANK			6

Section 5.1	Reinstatement of Guaranty		6

Section 5.2	Rank of Guaranty		6

SECTION 6. COVENANTS IN PARENT GUARANTY AGREEMENT			6

SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS			6

SECTION 8. AMENDMENTS, WAIVERS AND CONSENTS			8

SECTION 9. CONFIDENTIAL INFORMATION			9

SECTION 10. NOTICES			10

SECTION 11. MISCELLANEOUS			10

-i-

Attachments to Subsidiary Guaranty Agreement:

EXHIBIT A — Guaranty Joinder

SUBSIDIARY GUARANTY AGREEMENT

Re: $100,000,000 4.83% Senior Notes, Series A, due May 7, 2017

Schneider National Leasing, Inc.

This SUBSIDIARY GUARANTY AGREEMENT dated as of May 7, 2010 (as amended, restated, joined, reaffirmed or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”) is entered into on a joint and several basis by each of the undersigned (which parties are hereinafter referred to individually as a “Subsidiary Guarantor” and collectively as the “Subsidiary Guarantors”).

PRELIMINARY STATEMENT:

A. Each of the Subsidiary Guarantors is a Wholly-Owned Subsidiary of Schneider National, Inc., a Wisconsin corporation (the “Parent Guarantor”).

B. In order to raise funds for general corporate purposes, Schneider National Leasing, Inc., a Nevada corporation and Wholly-Owned Subsidiary of the Parent Guarantor (the “Company”), has entered into the Note Purchase Agreement dated as of May 7, 2010 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) between the Company and the institutional investors named in Schedule A attached thereto (the “Note Purchasers”), providing for, among other things, the issue and sale by the Company of its $100,000,000 4.83% Senior Notes, Series A, due May 7, 2017 (such notes, and any notes issued in replacement, substitution or exchange therefor, being hereinafter collectively referred to as the “Notes”), and the Parent Guarantor has entered into the Guaranty Agreement dated as of May 7, 2010 (as amended, restated or otherwise modified from time to time, the “Parent Guaranty Agreement”) by the Parent Guarantor in favor of each holder (as defined therein). The Note Purchasers, together with their successors and assigns, including any subsequent transferees of the Notes in accordance with the terms of the Note Purchase Agreement, are hereinafter collectively referred to as the “holders.”

C. The Note Purchasers have required as a condition of the purchase of the Notes to be purchased by them that the Parent Guarantor cause each of the undersigned to enter into this Subsidiary Guaranty Agreement and to cause each Subsidiary which hereafter at any time becomes a party to, or otherwise becomes a guarantor of Debt in respect of, the Bank Credit Agreement or any of the Private Placement Documents to enter into a Guaranty Joinder in substantially the form set forth as Exhibit A hereto (a “Guaranty Joinder”), in each case as security for the Notes, and the Parent Guarantor has agreed to cause each of the undersigned to execute this Subsidiary Guaranty Agreement and to cause each such other Subsidiary which hereafter at any time becomes a party to, or otherwise becomes a guarantor of Debt in respect of, the Bank Credit Agreement or any of the Private Placement Documents to execute a Guaranty Joinder, in each case in order to induce the Note Purchasers to purchase the Notes and thereby benefit the Company, the Parent Guarantor and its Subsidiaries by providing funds to enable the Company, the Parent Guarantor and its Subsidiaries to have funds available for general corporate purposes.

NOW, THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Note Purchasers, each Subsidiary Guarantor hereby, jointly and severally, covenants and agrees with, and represents and warrants to, each of the Note Purchasers and each holder from time to time of the Notes as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used herein shall have the meanings set forth in the Parent Guaranty Agreement unless herein defined or the context shall otherwise require.

SECTION 2. THE GUARANTY.

(a) Subject to Sections 2(b) and 2(c) below, each Subsidiary Guarantor jointly and severally hereby irrevocably and unconditionally guarantees to the Note Purchasers and each holder, the due and punctual payment in full of (i) the principal of, Make-Whole Amount (or other premium), if any, and interest on, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or repurchase or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Note Purchase Agreement and the Notes (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and performance and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company, the Parent Guarantor or any other Person or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of principal of, Make-Whole Amount (or other premium), if any, or interest on any Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor jointly and severally hereby agrees that the Notes issued in connection with the Note Purchase Agreement make reference to this Subsidiary Guaranty Agreement.

Each Subsidiary Guarantor jointly and severally hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by any Subsidiary Guarantor, the Parent Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement.

(b) It is the intent of each Subsidiary Guarantor and the holders that each Subsidiary Guarantor’s maximum obligation hereunder shall be equal to, but not in excess of:

(i) in a case or proceeding commenced by or against a Subsidiary Guarantor under the Bankruptcy Code of the United States of America (the “Bankruptcy Code”), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

(ii) in a case or proceeding commenced by or against a Subsidiary Guarantor under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar debtor relief laws), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under such law, statute or regulation including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding.

(The substantive laws under which the possible avoidance or unenforceability of the obligations hereunder (or any other obligations of the Subsidiary Guarantors to any holder) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”).

(c) To the end set forth in Section 2(b), but only to the extent that the obligations hereunder would otherwise be subject to avoidance under the Avoidance Provisions if the Subsidiary Guarantors, or any of them, are not deemed to have received valuable consideration, fair value or reasonably equivalent value for the obligations hereunder, or if the obligations hereunder would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with unreasonably small capital to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations hereunder are deemed to have been incurred under the Avoidance Provisions and after giving effect to contribution as among such Subsidiary Guarantor and other guarantors, the maximum obligations for which such Subsidiary Guarantor shall be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not cause such obligations (or any other obligations of such Subsidiary Guarantor to any holder), as so reduced, to be subject to avoidance under the Avoidance Provisions. This Section 2(c) is intended solely to preserve the rights of the holders hereunder to the maximum extent that would not cause the obligations of such Subsidiary Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and neither such Subsidiary Guarantor nor any other Person shall have any right or claim under this Section 2(c) as against any holder that would not otherwise be available to such Person under the Avoidance Provisions.

SECTION 3. OBLIGATIONS ABSOLUTE.

The obligations of each Subsidiary Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or of the Note Purchase Agreement, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim any Subsidiary Guarantor may have against the Company, the Parent Guarantor, any other Subsidiary Guarantor or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not either Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any modification or amendment of or supplement to the Note Purchase Agreement, the Notes or any other instrument referred to therein (except that the obligations of the Subsidiary Guarantors hereunder shall apply to the Note Purchase Agreement, the Notes or such other instruments as so amended, modified or supplemented) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes or in respect of the Note Purchase Agreement; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to any other guarantor or its property; (e) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other corporation or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (f) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with such Subsidiary Guarantor; or (g) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full of all of the Guaranteed Obligations.

SECTION 4. WAIVER AND AUTHORIZATION.

Section 4.1 Waiver. Each Subsidiary Guarantor hereby jointly and severally waives, for the benefit of each holder:

(a) any right to require any holder, as a condition of payment or performance by such Subsidiary Guarantor to (i) proceed against the Company, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Company, any other guarantor of the Guaranteed Obligations or any other Person, or (iii) pursue any other remedy available to any holder whatsoever;

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than indefeasible payment in full of the Guaranteed Obligations;

(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(d) any defense based upon holder’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;

(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Subsidiary Guaranty Agreement and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any holder protect, secure, perfect or insure any security interest or lien or any property subject thereto;

(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Subsidiary Guaranty Agreement, notices of default under the Note Purchase Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of assignment, sale or other transfer of any Note to a Transferee, notices of any extension of credit to Company and notices of any of the matters referred to in Section 3 and any right to consent to any thereof;

(h) (i) all rights of subrogation which it may at any time have as a result of this Subsidiary Guaranty Agreement (whether statutory or otherwise) to the claims of the holders against the Company or any other guarantor of the Guaranteed Obligations (each referred to herein as the “Other Party”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from the Company or any Other Party which it may at any time otherwise have as a result of this Subsidiary Guaranty Agreement; and (ii) any right to enforce any other remedy which the holders now have or may hereafter have against the Company or any Other Party, any endorser or any other guarantor of all or any part of the Guaranteed Obligations.

Section 4.2 Obligations Unimpaired. Each Subsidiary Guarantor authorizes the holders of the Notes, without notice or demand to such Subsidiary Guarantor and without affecting its obligations hereunder, from time to time (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, all or any part of the Notes, the Note Purchase Agreement or any other instrument referred to therein, (b) to take and hold security for the payment of the Notes, for the performance of this Subsidiary Guaranty Agreement or otherwise for the obligations guaranteed hereby and to exchange, enforce, waive and release any such security, (c) to apply any such security and to direct the order or manner of sale thereof as they in their sole discretion may determine; (d) to obtain additional or substitute endorsers or guarantors; (e) to exercise or refrain from exercising any

rights against the Company, any other guarantor and others; and (f) to apply any sums, by whomsoever paid or however realized, to the payment of the principal of, Make-Whole Amount (or other premium), if any, and interest on the Notes and any other Guaranteed Obligation hereunder. Each Subsidiary Guarantor waives any right to require the holders to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, such Subsidiary Guarantor or any other person or to pursue any other remedy available to such holders.

SECTION 5. REINSTATEMENT AND RANK.

Section 5.1 Reinstatement of Guaranty. The obligations of each Subsidiary Guarantor under this Subsidiary Guaranty Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of the Guaranteed Obligation, whether a result of any proceedings in bankruptcy or reorganization or otherwise. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration shall at such time be prevented or the right of any holder to receive any payment under any Note shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Subsidiary Guarantor or any other guarantor of a case or proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Subsidiary Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holders had accelerated the same in accordance with the terms of the Note Purchase Agreement, and each Subsidiary Guarantor shall forthwith pay such accelerated principal amount, accrued interest and Make-Whole Amount (or other premium), if any, thereon and any other amounts guaranteed hereunder.

Section 5.2 Rank of Guaranty. Each Subsidiary Guarantor agrees that its obligations under this Subsidiary Guaranty Agreement shall rank at least pari passu with all other unsecured Senior Debt of such Subsidiary Guarantor now or hereafter existing.

SECTION 6. COVENANTS IN PARENT GUARANTY AGREEMENT.

Each Subsidiary Guarantor covenants that it and each Subsidiary shall comply at all times with those covenants in the Parent Guaranty Agreement which are applicable to them.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS.

Each Subsidiary Guarantor represents and warrants to each holder that:

(a) Such Subsidiary Guarantor is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the ability of such Subsidiary Guarantor to perform its obligations under this Subsidiary Guaranty Agreement, or

(2) the validity or enforceability of this Subsidiary Guaranty Agreement (herein in this Section 7, a “Material Adverse Effect”). Such Subsidiary Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Subsidiary Guaranty Agreement and to perform the provisions hereof.

(b) This Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or other similar organizational action on the part of such Subsidiary Guarantor, and this Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution, delivery and performance by such Subsidiary Guarantor of this Subsidiary Guaranty Agreement will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor or any of its subsidiaries under its corporate charter or by-laws, or similar organizational or governing instrument, or except for contraventions, breaches or defaults which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other agreement or instrument to which such Subsidiary Guarantor or any of its subsidiaries is bound or by which such Subsidiary Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or any of its subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the such Subsidiary Guarantor or any of its subsidiaries.

(d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Subsidiary Guarantor of this Subsidiary Guaranty Agreement.

(e) Such Subsidiary Guarantor is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Such Subsidiary Guarantor does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due. Such Subsidiary Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Subsidiary Guaranty Agreement. Such Subsidiary Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of this Subsidiary Guaranty Agreement.

SECTION 8. AMENDMENTS, WAIVERS AND CONSENTS.

(a) This Subsidiary Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Subsidiary Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Section 2, 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any holder unless consented to by such holder in writing, (2) no such amendment or waiver may, without the written consent of each holder, (i) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (ii) amend this Section 8, and (3) this Subsidiary Guaranty Agreement may be amended by the addition of additional Subsidiary Guarantors pursuant to a Guaranty Joinder.

(b) The Subsidiary Guarantors will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Subsidiary Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 8 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders.

(c) Each Subsidiary Guarantor agrees it will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

(d) Any amendment or waiver consented to as provided in this Section 6 applies equally to all holders and is binding upon them and upon each future holder and upon the Subsidiary Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Subsidiary Guarantors and any holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any holder. As used herein, the term “this Subsidiary Guaranty Agreement” and references thereto shall mean this Subsidiary Guaranty Agreement as it may be amended, restated, joined or otherwise modified from time to time.

(e) Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Subsidiary Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Subsidiary Guarantors or any of their Affiliates shall be deemed not to be outstanding.

SECTION 9. CONFIDENTIAL INFORMATION.

For the purposes of this Section 9, “Confidential Information” means information delivered to any Note Purchaser by or on behalf of the Parent Guarantor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Subsidiary Guaranty Agreement or the Parent Guaranty Agreement and the Note Purchase Agreement, together with any related schedules and exhibits, provided that such term does not include information that (a) was publicly known or otherwise known to such Note Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Note Purchaser or any Person acting on such Note Purchaser’s behalf, or (c) otherwise becomes known to such Note Purchaser other than through disclosure by the Parent Guarantor or any Subsidiary or from a Person who is known to such Note Purchaser to be bound by a confidentiality agreement with the Parent Guarantor or any of its Subsidiaries, or is known to such Note Purchaser to be under an obligation not to transmit the information to such Note Purchaser. Each Note Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Note Purchaser in good faith to protect confidential information of third parties delivered to such Note Purchaser, provided that such Note Purchaser may deliver or disclose Confidential Information to (i) such Note Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by such Note Purchaser’s Notes), (ii) such Note Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 9, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Note Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 9), (v) any Person from which such Note Purchaser offers to purchase any security of the Parent Guarantor or any Subsidiary (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 9), (vi) any federal or state regulatory authority having jurisdiction over such Note Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Note Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate in each of the following cases: (w) to effect compliance with any law, rule, regulation or order applicable to such Note Purchaser, (x) in response to any subpoena or other legal process which such Note Purchaser reasonably believes to have been validly issued, (y) in connection with any litigation to which such Note Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Note Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Note Purchaser’s Notes, the Note Agreement, the Parent Guaranty Agreement and this Subsidiary Guaranty Agreement. Each holder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 9. On reasonable request by a Subsidiary Guarantor in connection with the delivery to any holder of information required to be delivered to such holder under this Subsidiary Guaranty Agreement or requested by such holder (other than a Note Purchaser or its nominee), such holder will, as a condition precedent to receiving such information, enter into an agreement with the Subsidiary Guarantor embodying the provisions of this Section 9.

SECTION 10. NOTICES.

(1) if to an Note Purchaser, to such Note Purchaser at the address specified for such communications on Schedule A to the Note Purchase Agreement, or at such other address as such Note Purchaser shall have specified to any Subsidiary Guarantor or the Company in writing,

(2) if to any other holder, to such holder at such address as such holder shall have specified to any Subsidiary Guarantor or the Company in writing, or

(3) if to a Subsidiary Guarantor, to such Subsidiary Guarantor c/o the Company at 3101 South Packerland Drive, Green Bay, Wisconsin 54313, or at such other address as such Subsidiary Guarantor shall have specified to the holders in writing.

Notices under this Section 10 will be deemed given only when actually received.

SECTION 11. MISCELLANEOUS.

(a) No remedy herein conferred upon or reserved to any holder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Subsidiary Guaranty Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any holder to exercise any remedy reserved to it under the Subsidiary Guaranty Agreement, it shall not be necessary for such holder to physically produce its Note in any proceedings instituted by it or to give any notice, other than such notice as may be herein expressly required.

(b) The Subsidiary Guarantors will pay all sums becoming due under this Subsidiary Guaranty Agreement by the method and at the address specified for such purpose in the Note Purchase Agreement, or by such other reasonable method or at such other address as any holder shall have from time to time specified to the Subsidiary Guarantors in writing for such purpose, without the presentation or surrender of this Subsidiary Guaranty Agreement or any Note.

(c) Any provision of this Subsidiary Guaranty Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

(d) If the whole or any part of this Subsidiary Guaranty Agreement shall be now or hereafter become unenforceable against any one or more of the Subsidiary Guarantors for any reason whatsoever or if it is not executed by any one or more of the Subsidiary Guarantors, this Subsidiary Guaranty Agreement shall nevertheless be and remain fully binding upon and enforceable against each other Subsidiary Guarantor as if it had been made and delivered only by such other Subsidiary Guarantors.

(e) This Subsidiary Guaranty Agreement shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of each holder and its successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not, so long as its Notes remain outstanding and unpaid.

(f) This Subsidiary Guaranty Agreement and all guarantees, covenants and agreements of the Subsidiary Guarantors contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations shall be paid or otherwise discharged in full.

(g) All warranties, representations and covenants made by each Subsidiary Guarantor herein or in any certificate or other instrument delivered by it or on its behalf under this Subsidiary Guaranty Agreement have been relied upon by the holders of the Notes and shall survive the execution and delivery of this Subsidiary Guaranty Agreement, regardless of any investigation made by the holders of the Notes or on their behalf. This Subsidiary Guaranty Agreement embodies the entire agreement and understanding between the Subsidiary Guarantors and the Note Purchasers and supersedes any prior agreements or understandings relating to the subject matter hereof.

(h) The Subsidiary Guarantors hereby agree to execute and deliver all such instruments and take all such action as the holders of the Notes may from time to time reasonably request in order to effectuate fully the purposes of this Subsidiary Guaranty Agreement.

(i) This Subsidiary Guaranty Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

(j) This Subsidiary Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, each of the undersigned has caused this Subsidiary Guaranty Agreement to be duly executed by an authorized representative as of the date first written above.

SCHNEIDER FINANCE, INC.

SCHNEIDER NATIONAL CARRIERS, INC.

SCHNEIDER RESOURCES, INC.


By:
		Name:
		Title:

GUARANTY JOINDER

Re: $100,000,000 4.83% Senior Notes, Series A, due May 7, 2017

Schneider National Leasing, Inc.

This GUARANTY JOINDER dated as of , (the or this “Guaranty Joinder”) is entered into on a joint and several basis by [each of] the undersigned , a corporation [and , a corporation] ([which parties are hereinafter referred to individually as] an “Additional Subsidiary Guarantor” [and collectively as the “Additional Subsidiary Guarantors”]). Terms not otherwise defined herein shall have the meaning set forth in the Parent Guaranty Agreement (as defined below).

RECITALS

A. [Each] Additional Subsidiary Guarantor, is presently a direct or indirect Subsidiary of Schneider National, Inc., a Wisconsin corporation.

C. As a condition precedent to their purchase of the Notes, the Note Purchasers required that certain Subsidiaries of the Parent Guarantor enter into the Subsidiary Guaranty Agreement dated as of May 7, 2010 (the “Subsidiary Guaranty Agreement”) as security for the Notes.

NOW, THEREFORE, as required by the Note Purchase Agreement and the Parent Guaranty Agreement and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, [each/the] Additional Subsidiary Guarantor does hereby covenant and agree, jointly and severally, as follows:

In accordance with the requirements of the Subsidiary Guaranty Agreement, the Additional Subsidiary Guarantor[s] desire to amend the definition of Subsidiary Guarantor (as the same may have been heretofore amended) set forth in the Subsidiary Guaranty Agreement attached hereto so that at all times from and after the date hereof, the Additional Subsidiary Guarantor[s] shall be jointly and severally liable as set forth in the Subsidiary Guaranty Agreement for the obligations of the Company under the Note Purchase Agreement and Notes to the extent and in the manner set forth in the Subsidiary Guaranty Agreement.

The undersigned is the duly elected of the Additional Subsidiary Guarantor[s] and is duly authorized to execute and deliver this Guaranty Joinder for the benefit of all holders of the Notes. The execution by the undersigned of this Guaranty Joinder shall evidence its consent to and acknowledgment and approval of the terms set forth herein and in the Subsidiary Guaranty Agreement. By such execution the Additional Subsidiary Guarantor[s] shall be deemed to have made the representations and warranties set forth in Section 7 of the Subsidiary Guaranty Agreement in favor of the holders as of the date of this Guaranty Joinder.

Upon execution of this Guaranty Joinder, the Subsidiary Guaranty Agreement shall be deemed to be amended as set forth above. Except as amended herein, the terms and provisions of the Subsidiary Guaranty Agreement are hereby ratified, confirmed and approved in all respects.

Any and all notices, requests, certificates and other instruments (including the Notes) may refer to the Subsidiary Guaranty Agreement without making specific reference to this Guaranty Joinder, but nevertheless all such references shall be deemed to include this Guaranty Joinder unless the context shall otherwise require.

[NAME OF ADDITIONAL SUBSIDIARY

GUARANTOR]


By:
		Its

FORM OF ADDENDUM TO INTERCREDITOR AGREEMENT

ADDENDUM TO INTERCREDITOR AGREEMENT

This Addendum dated effective as of May 7, 2010, is made by and between Schneider National Leasing, Inc. (the “Company”), Schneider National, Inc. (the “Parent”), Schneider Specialized Carriers, Inc. (f/k/a International Transport, Inc.), (“Specialized”), and the Purchasers (collectively, the “Purchasers”) of the Company’s Series A Notes (as defined below)

R E C I T A L S:

A. The Company, the Parent, Specialized, certain banks, the financial institution acting as agent, and certain insurance companies have previously entered into an Intercreditor Agreement dated as of June 15, 1989, as supplemented from time to time by various Addenda thereto (as so supplemented the “Intercreditor Agreement”) pursuant to which the parties thereto are given rights in the Collateral, as defined therein.

B. The Company and the Purchasers entered into that certain Note Purchase Agreement dated as of May 7, 2010 (the “Note Agreement”), which provides for the issuance of Notes (the “Series A Notes”) in the aggregate principal amount of $100,000,000.

C. The Purchasers have required as a condition to the effectiveness of the Purchasers’ obligation to purchase the Series A Notes that the parties hereto execute this Addendum and make each of the Note Agreement and the Series A Notes an Additional Agreement under the Intercreditor Agreement, and add each of the Purchasers as Additional Parties to the Intercreditor Agreement in their capacity as Purchasers under the Additional Agreement, all as defined therein.

EXHIBIT 4

(to Note Purchase Agreement)

NOW THEREFORE, in consideration of the premises and agreements of the parties, the parties agree as follows:

1. Upon the date of effectiveness of this Addendum as set forth above and the issuance of the Series A Notes on May 7, 2010, The Prudential Insurance Company of America, Prudential Arizona Reinsurance Captive Company, Gibraltar Life Insurance Co., Ltd., Companion Life Insurance Company, United of Omaha Life Insurance Company, Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut (collectively, the “Purchasers”), shall become Additional Parties to the Intercreditor Agreement in their capacity as Purchasers under the Note Agreement and each of the Note Agreement and the Series A Notes shall become an Additional Agreement under the Intercreditor Agreement, all under and pursuant to the Intercreditor Agreement.

2. The Purchasers hereby each consent to and agree to be bound by all of the terms and conditions of the Intercreditor Agreement.

3. The Company and the Parent hereby represent that they have forwarded to the appropriate entities as required by the Intercreditor Agreement for the effectiveness of this Addendum, a certificate of their chief financial officer in the form attached hereto as Exhibit A.

4. As supplemented by this Addendum, the Intercreditor Agreement shall remain in full force and effect as of the date hereof.

5. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, take together, shall be deemed to constitute a single instrument.

THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

[signature page follows]

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SCHNEIDER NATIONAL LEASING, INC.

By:
		Name:
		Title:

SCHNEIDER NATIONAL, INC.

By:
		Name:
		Title:

SCHNEIDER SPECIALIZED CARRIERS, INC.

By:
		Name:
		Title:

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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:
	Vice President

PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

	By:
		Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager

	By:	Prudential Investment Management, Inc.,
		as Sub-Adviser

	By:
		Vice President

COMPANION LIFE INSURANCE COMPANY

By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)

By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

	By:
		Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)

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By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

	By:
		Vice President

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METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT

by Metropolitan Life Insurance Company, its Investment Manager

By:

Name:

Title:

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NOTICE OF ADDENDUM TO

INTERCREDITOR AGREEMENT AND

CERTIFICATE

CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 6.2

OF THE INTERCREDITOR AGREEMENT

Pursuant to Section 6.2 of the Intercreditor Agreement dated as of June 15, 1989 (the “Intercreditor Agreement”), among Schneider National Leasing, Inc. (the “Company”), Schneider National, Inc. (the “Parent”), Schneider Specialized Carriers, Inc. (f/k/a International Transport, Inc.), the Banks, the Agent, the Noteholders and the Additional Parties, all as defined in the Intercreditor Agreement, the undersigned, as chief financial officer of the Company and the Parent, does hereby certify that:

(i) No Event of Default has occurred and is continuing or shall result from the execution and delivery of the Addendum to the Intercreditor Agreement dated as of May 7, 2010 which will:

(a)

add each of the Series A Notes, issued pursuant to that certain Note Purchase Agreement dated as of May 7, 2010, in the aggregate principal amount of $100,000,000, and such Note Purchase Agreement (the “Additional Agreements”), to the Intercreditor Agreement; and

(b)

add “The Prudential Insurance Company of America, Prudential Arizona Reinsurance Captive Company, Gibraltar Life Insurance Co., Ltd., Companion Life Insurance Company, United of Omaha Life Insurance Company, Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut (collectively, the “Purchasers”) in their capacity as Purchasers under the Additional Agreement, as Additional Parties to the Intercreditor Agreement; and

(ii) The representations and warranties of the Company and the Parent contained in those agreements to which parties to the Intercreditor Agreement are parties that are in effect on the date of execution of the Addendum are true and correct as though made on the date of execution of this Addendum.

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Dated: , 2010


SCHNEIDER NATIONAL LEASING, INC.

By:
		Name:
		Title:

SCHNEIDER NATIONAL, INC.

By:
		Name:
		Title:

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FORM OF OPINION OF SPECIAL COUNSEL TO THE

COMPANY AND THE PARENT GUARANTOR

The closing opinion of Godfrey & Kahn, S.C., special counsel to the Company and the Parent Guarantor, which is called for by Section 4.8(a) of the Note Purchase Agreement, shall be dated the date of the Closing and addressed to the Purchasers, shall be reasonably satisfactory in scope and form to each Purchaser and shall be to the effect that:

1. The Parent Guarantor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Wisconsin, has the corporate power and the corporate authority to execute, deliver and perform the Parent Guaranty Agreement, and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of the Parent Guarantor.

2. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, has the corporate power and the corporate authority to execute, deliver and perform the Note Purchase Agreement and to issue the Notes, and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of the Company.

3. Each Subsidiary Guarantor is a corporation, duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, has the corporate power and the corporate authority to execute, deliver and perform the Subsidiary Guaranty Agreement, and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of such Subsidiary Guarantor.

4. Each Subsidiary of the Parent Guarantor (other than the Company and the Subsidiary Guarantors) which is organized under the laws of the United States or any state thereof is a corporation or similar legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly licensed or qualified and is in good standing in each jurisdiction in which the character of the

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properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of such Subsidiary. All of the issued and outstanding shares of capital stock or similar equity interests of each Subsidiary of the Parent Guarantor have been duly issued, are fully paid and non-assessable and are owned by the Parent Guarantor, by one or more Subsidiaries of the Parent Guarantor, or by the Parent Guarantor and one or more Subsidiaries of the Parent Guarantor.

5. The Parent Guaranty Agreement, the Intercreditor Agreement and the Addendum to Intercreditor Agreement have been duly authorized by all necessary corporate action on the part of the Parent Guarantor, have been duly executed and delivered by the Parent Guarantor and constitute the legal, valid and binding contracts of the Parent Guarantor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

6. The Note Purchase Agreement, the Intercreditor Agreement and the Addendum to Intercreditor Agreement have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding contracts of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

7. The Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

8. The Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate action on the part of the Subsidiary Guarantors, has been duly executed and delivered by the Subsidiary Guarantors and constitutes the legal, valid and binding contract of the Subsidiary Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

9. The issuance and sale of the Notes by the Company, the execution, delivery and performance by the Company of the Note Purchase Agreement, the Intercreditor Agreement and the Addendum to Intercreditor Agreement, and the execution, delivery and performance by each Guarantor of the Guaranty Agreement to

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which such Guarantor is party and, with respect to the Parent Guarantor, the Intercreditor Agreement and the Addendum to Intercreditor Agreement, do not violate any provision of any law or other rule or regulation of any Governmental Authority applicable to the Company or such Guarantor or conflict or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien upon any of the property of the Parent Guarantor, the Company and their Subsidiaries pursuant to the provisions of the Articles of Incorporation or By-laws of the Company or such Guarantor or any agreement or other instrument known to such counsel to which the Company or such Guarantor is a party or by which the Company or any such Guarantor may be bound.

10. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the execution and delivery of the Guaranty Agreements, the Note Purchase Agreement, the Notes, the Intercreditor Agreement or the Addendum to Intercreditor Agreement.

11. There are no actions, suits or proceedings pending or, to the knowledge of such counsel after due inquiry, threatened against or affecting the Parent Guarantor, the Company or any other Subsidiary of the Parent Guarantor in any court or before any Governmental Authority or arbitration board or tribunal which, if adversely determined, would have a materially adverse effect on the properties, business, prospects, profits or condition (financial or otherwise) of the Company, the Parent Guarantor and its Subsidiaries, or the ability of the Company to perform its obligations under the Note Purchase Agreement, the Notes and the Intercreditor Agreement or the ability of any Guarantor to perform its obligations under the Guaranty Agreement to which it is party and, with respect to the Parent Guarantor, the Intercreditor Agreement, or on the legality, validity or enforceability of the Company’s obligations under the Note Purchase Agreement, the Notes or the Intercreditor Agreement or on the legality, validity or enforceability of any Guarantor’s obligations under the Guaranty Agreement to which it is party or, with respect to the Parent Guarantor, the Intercreditor Agreement. To the knowledge of such counsel, neither the Parent Guarantor nor any Subsidiary is in default with respect to any court or Governmental Authority or arbitration board or tribunal.

12. The issuance, sale and delivery of the Notes under the circumstances contemplated by the Note Purchase Agreement and the execution and delivery of the Guaranty Agreements do not, under existing law, require the registration of the Notes or the Guaranty Agreements under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

13. Neither the issuance of the Notes nor the application of the proceeds of the sale of the Notes will violate or result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

14. Neither the Parent Guarantor nor the Company nor any other Guarantor is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

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15. The Addendum to Intercreditor Agreement, executed and delivered in connection with the transactions contemplated by the Note Purchase Agreement, has effectively (i) made each Purchaser an “Additional Party” to the Intercreditor Agreement and (ii) made the Note Purchase Agreement an “Additional Agreement” thereunder.

The opinion of Godfrey & Kahn, S.C., special counsel to the Company and the Parent Guarantor, shall cover such other matters relating to the Note Purchase Agreement, the Notes and the Guaranty Agreements as counsel for the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and other officers of the Company and the Guarantors.

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