US 174320350v8

SERVICES AGREEMENT 

1. This agreement, dated as of July 29, 2023, is between the United States Department of the 

Treasury (Recipient) and Arnold & Porter Kaye Scholer LLP (Provider) (each, a Party and 

together, the Parties). 

2. The duration of this agreement is from July 27, 2023 to August 30, 2023, subject to the next 

two sentences and the last sentence of the first paragraph of Section 4. The duration of this 

agreement may be extended with the written consent of both Parties. This agreement may be 

terminated by either Party in writing, with or without cause, with or without prior notification to 

the other Party (subject, in the case of Provider, to relevant requirements under applicable Rules 

of Professional Conduct). Each Party is prohibited from claiming or seeking damages from the 

other Party or from the United States because of any termination of this agreement (it being 

understood that nothing in this sentence is intended to prospectively limit any claim Recipient 

might have in the future with respect to Provider’s liability to Recipient for malpractice). 

3. This agreement cannot be modified except with the written consent of both Parties. 

4. Provider offers to provide the following gratuitous services to Recipient: legal advice and 

services in connection with the bankruptcy of Yellow Corporation (Yellow) and Recipient’s debt 

and equity investments (the Investments) in Yellow under section 4003 of the Coronavirus Aid, 

Relief, and Economic Security Act (CARES Act), including but not limited to (1) negotiating, 

reviewing, and drafting court filings and other documentation related to such bankruptcy or the 

Investments, and (2) identifying, evaluating, advising on, and addressing issues arising under 

federal or state law connection with such bankruptcy or the Investments (collectively, the 

Matter). Provider’s representation of Recipient is limited to the Matter and does not extend to 

any matter other than the Matter. Upon conclusion of the Matter, this engagement will terminate 

and Recipient will become a former, rather than a current, client of Provider. 

Notwithstanding anything in the foregoing or in this agreement to the contrary, Recipient 

acknowledges that Provider may receive compensation for the services contemplated by this 

agreement from Yellow and/or from the collateral securing the loans to Yellow (including any 

proceeds thereof ). Under applicable Rules of Professional Conduct, an attorney may not accept 

compensation from one who is not the client without assuring the arrangement does not interfere 

with the attorney’s independence or professional judgment on behalf of the client or with the 

attorney-client relationship. Recipient understands and agrees that notwithstanding Provider’s 

receipt of any such payment from Yellow and/or from the collateral securing the loans to 

Yellow, Recipient (and not Yellow) is Provider’s client in the Matter and that Provider’s 

obligations of loyalty in the Matter extend exclusively to Recipient. This agreement will confirm 

that Recipient consents to Provider’s representation of Recipient in the Matter and waives any 

possible conflict of interest arising from any such payment of Provider’s fees and expenses in the 

Matter from Yellow and/or from the collateral securing the loans to Yellow. As provided in the 

last paragraph of Section 5, Recipient’s confidential information cannot and will not be 

disseminated by Provider to any third party, including Yellow, except as directed by Recipient. 

5. Provider is a national and international law firm that represents a diverse array of individuals, 

companies and other entities. A summary of Provider’s current practice areas and the industries 
2 

in which Provider represents clients can be found on its website at www.arnoldporter.com. 

Some of Provider’s current or future clients may be regulated by, or have matters in conflict 

with, Recipient, including Recipient’s agencies and divisions. For example, Provider represents 

the Federal Housing Finance Agency with respect to the conservatorships of the Federal National 

Mortgage Association and the Federal Home Loan Mortgage Corporation; and Provider also 

represents many other global, regional, mid-sized and community financial institutions, 

including banks, broker-dealers, and specialty finance and Fintech firms in a range of regulatory, 

litigation and transactional matters. Certain of such matters may involve a variety of adversities, 

direct or indirect, to Recipient’s (or its agencies’ or divisions’) policy, legal, regulatory, 

financial, or other interests. So that Provider is not unnecessarily conflicted from representing its 

other clients, Recipient hereby agrees that Provider will not be disqualified by reason of its 

representation of Recipient hereunder from representing any client with interests adverse to 

Recipient (or any of Recipient’s agencies or divisions) in litigation, transactions or other matters 

(including, without limitation, mergers and acquisitions matters, commercial negotiations, 

restructurings and reorganizations, bankruptcy proceedings, investigations, regulatory matters, 

and arbitrations, mediations and other dispute resolution proceedings) that are not substantially 

related to the Matter. 

In addition, if there are parties adverse to Recipient in the Matter, it is possible that those adverse 

parties will have need for counsel in matters that do not have a substantial relationship to the 

Matter. Although Provider would, as a result, be receiving some fee income from Recipient’s 

adversary, Recipient consents to Provider’s representing such parties in matters that are not 

substantially related to the Matter. Provider, for its part, commits to continued zealous 

representation of Recipient’s interests in the Matter, notwithstanding any fee income Provider 

may receive from any such adversary. 

Recipient also acknowledges that with respect to information that Provider acquires during the 

representation of other clients, neither Recipient nor any other person or entity will have any 

right or expectation of access to or use of such information. And, of course, Provider will 

similarly hold Recipient’s information and secrets in confidence. 

In addition, the occasion might arise for Provider to consult regarding its engagement for 

Recipient with Provider’s own counsel — its General Counsel or other internal firm lawyers — 

or with Provider’s own outside counsel at Provider’s expense. To the extent that Provider is 

addressing its own rights or responsibilities, a conflict of interest might be deemed to exist 

between Provider and Recipient as to such consultation. Accordingly, Recipient consents to 

such consultation occurring, and waives any claim of conflict of interest based on such 

consultation. Recipient also acknowledges that such communications are protected by 

Provider’s own attorney-client privilege from disclosure to Recipient. 

Notwithstanding anything to the contrary herein, Recipient’s waivers of conflicts of interest set 

out in this Section 5 are subject to the conditions that (a) no lawyer of Provider shall represent 

any client in connection with Yellow’s bankruptcy, and (b) no member of the Core Team shall 

make a communication to, or appear before, Recipient on behalf of any client of Provider in 

connection with such client’s participation in any program under section 4003 of the CARES 

Act. To the fullest extent required by applicable Rules of Professional Conduct, Provider will 

not, without Recipient’s informed consent in writing, disclose to any third party (including any 

other client), or use for the benefit of any third party (including any other client), any 
3 

confidential information gained in the course of this engagement. For these purposes, the “Core 

Team” will consist of Michael Messersmith (Partner), Benjamin Mintz (Partner), Rosa 

Evergreen (Partner), and an estimated two to three associates. 

6. This agreement confirms the Parties’ understanding that Provider is hereunder being engaged 

by, and will represent, Recipient and not any other U.S. government executive, administrative, or 

legislative body, agency, instrumentality, or official (or any department or agency thereof). 

Accordingly, it is further understood that Provider does not assume any lawyer-client duties with 

respect to any U.S. government executive, administrative, or legislative body, agency, 

instrumentality, or official (or any department or agency thereof), other than Recipient. Provider 

will take instruction pursuant to this engagement only at Recipient’s direction. Recipient agrees 

to accept Provider’s gratuitous services identified in Section 4 above to the extent permitted by 

law. 

7. Provider agrees to provide the gratuitous services described in Section 4 above with the full 

understanding that Recipient and the United States will not compensate, provide any financial 

benefit to, or reimburse Provider in any manner for providing those services. 

8. Provider agrees and declares that it has no expectation of receiving any compensation, 

financial benefit, or reimbursement of any kind from Recipient or the United States for providing 

gratuitous services under this agreement. 

9. Provider agrees to make no claim for compensation, financial benefit, or reimbursement of 

any kind against Recipient or the United States for gratuitous services provided under this 

agreement. 

10. Provider understands and agrees that it would be unlawful for Recipient to accept Provider’s 

services if Provider had any expectation of any compensation, financial benefit, or 

reimbursement from Recipient or the United States. 

11. Both Parties understand and agree that Provider and its employees do not become employees 

of Recipient or of the United States under this agreement for any purpose. 

12. Recipient declares that it will not replace or displace any federal employee because of this 

agreement. 

13. Recipient declares that it is not using this agreement in lieu of hiring a federal employee or 

contractor to perform the services described in Section 4 above. 

14. Recipient agrees that both Recipient and Provider may use electronic devices and Internet 

services to communicate with each other and forward documents notwithstanding some risk that 

such communications may be intercepted by and disclosed to unauthorized parties. Provider 

agrees that the benefits of using such technology outweigh the risks of unauthorized disclosure. 

In addition, Provider may use reputable third-party service providers (including ‘cloud’ service 

providers such as Microsoft Teams or Google Cloud) to help Provider deliver efficient legal 

services, including where Recipient’s confidential information may be stored on and accessed 

from cloud-based computer services located in a facility controlled by such providers. This may 

include document/information hosting, sharing, transfer, analysis, processing or storage. 

15. Provider agrees that it shall obtain Recipient’s prior written consent before identifying 

Recipient as a client in Provider’s promotional materials, including its website. 
4 

16. This agreement constitutes the sole and complete agreement between the Parties with respect 

to the services described in Section 4. 

[Remainder of page intentionally left blank] 
5 

IN WITNESS HEREOF, the undersigned duly authorized representatives of the Parties have 

caused this agreement to be executed and delivered as of the date first set forth above. 

U.S. DEPARTMENT OF THE TREASURY 

By: ____________________ 

Name: _________________ 

Title: _________________ 

 

 

 

ARNOLD & PORTER KAYE SCHOLER LLP 

 

By: ____________________ 

Name: Michael D. Messersmith 

Title: __Partner _______________ 

Laurie Schaffer Principal Deputy General Counsel