ITEM 1.01 Entry into a Material Definitive Agreement.

On July 30, 2021, Schneider Receivables Corporation (the "Seller"), a wholly-owned subsidiary of Schneider National, Inc. ("Schneider"), entered into Amendment No. 3 (the "2021 Amendment") to its Amended and Restated Receivables Purchase Agreement (as so amended, the "2021 Receivables Purchase Agreement"), among the Seller, as seller, Schneider, as the servicer, Wells Fargo Bank, N.A., as administrative agent and letter of credit issuer, and the purchasers party thereto, relating to the Seller's $150 million secured accounts receivable facility. The 2021 Amendment further amends the Seller's Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated on September 5, 2018 (the "Existing Receivables Purchase Agreement"). The parties to the 2021 Receivables Purchase Agreement are the Seller, as seller, Schneider, as servicer, Wells Fargo Bank, N.A., as administrative agent and letter of credit issuer, and the purchasers party thereto.

The 2021 Amendment revises the Existing Receivables Purchase Agreement, among other things, to: (i) reduce the available commitments from $200,000,000 to $150,000,000, (ii) extend the scheduled maturity date to July 30, 2024 and (iii) provide mechanics relating to a transition away from U.S. dollar LIBOR as a benchmark interest rate and the replacement of U.S. dollar LIBOR by a replacement or alternative benchmark rate. The 2021 Receivables Purchase Agreement has a scheduled maturity date of July 30, 2024, allows the Seller to borrow funds against qualifying trade receivables at rates based on one-month U.S. dollar LIBOR and provides for the issuance of standby letters of credit. The 2021 Receivables Purchase Agreement contains representations, warranties, covenants and events of default substantially similar to the Existing Receivables Purchase Agreement.

The 2021 Receivables Purchase Agreement contains various financial and other covenants, including required minimum consolidated net worth (subject to termination when the terms of other material debt of Schneider or its subsidiaries do not contain a consolidated net worth covenant), consolidated net debt, consolidated interest coverage (effective upon termination of the consolidated net worth covenant as described above) and other affirmative and negative covenants customary for facilities of this type.

The foregoing description of the 2021 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Amendment, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.

In the ordinary course of their respective businesses, some or all of the parties to the 2021 Receivables Purchase Agreement (including the 2021 Amendment) and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Seller, Schneider and its other subsidiaries for which they have in the past or may in the future receive customary compensation and expense reimbursement.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the 2021 Amendment and the 2021 Receivables Purchase Agreement is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.



(d)  Exhibits.

    Exhibit No.                                 Description of Exhibit
        10.1           Amendment No. 3 to Amended and Restated Receivables Purchase Agreement
                     dated as of March 31, 2011, as amended as of December 17, 2013 and as further
                     amended and restated as of September 5, 2018, among Schneider Receivables
                     Corporation, as seller, Schneider National, Inc., as the servicer, Wells
                     Fargo Bank, N.A., as administrative agent, and the purchasers party
                     thereto.
        104          The cover page from this Current Report on Form 8-K, formatted Inline XBRL

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