Postpetition Agreement
- Date
- 2023-07-25
Summary
Exhibit C, titled Postpetition Agreement, filed July 25, 2023 as Doc 926-3 in Case 22-10951-CTG, the chapter 11 cases of Kabbage, Inc. d/b/a KServicing. It reproduces an email chain between Sullivan & Cromwell counsel for American Express Kabbage Inc and Weil, Gotshal & Manges counsel for KServicing, dated June 12, 2023 to July 14, 2023. The June 12, 2023 email sets out terms under which Amex Kabbage would give KServicing transitional access to the LegacyCo Platform under the October 16, 2020 Transition Services Agreement after the plan effective date, for a period not to exceed ninety days, and states that KServicing agreed to pay postpetition invoices. KServicing's counsel acknowledges those terms the same day. Later messages in July 2023 ask about the status of unpaid postpetition invoices.
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Case 22-10951-CTG Doc 926-3 Filed 07/25/23 Page 1 of 5
Exhibit C
Postpetition Agreement
Case 22-10951-CTG Doc 926-3 Filed 07/25/23 Page 2 of 5
From: Mehta, Suniti N.
To: Arthur, Candace M.
Cc: Bromley, James L.; Salley, Stephen M.; Bentley, Chase; Davidoff, Amanda Flug; Zonenshayn, Benjamin; Suarez,
Ashley
Subject: RE: American Express / KServicing
Date: Friday, July 14, 2023 11:16:33 AM
Thanks, Candace. I don’t have them handy right now, but we are working on getting them from
Amex.
Suniti N. Mehta
+1 212 558 4083 (T)
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Sent: Friday, July 14, 2023 11:16 AM
To: Mehta, Suniti N. <mehtas@sullcrom.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Salley, Stephen M. <Salleys@sullcrom.com>;
Bentley, Chase <Chase.Bentley@weil.com>; Davidoff, Amanda Flug <davidoffa@sullcrom.com>;
Zonenshayn, Benjamin <zonenshaynb@sullcrom.com>; Suarez, Ashley <Ashley.Suarez@weil.com>
Subject: [EXTERNAL] RE: American Express / KServicing
Thanks Suni we will look into the below and revert. If you happen to have the invoices in question
handy please forward (if not no worry we will obtain it).
Candace M. Arthur
Partner
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
From: Mehta, Suniti N. <mehtas@sullcrom.com>
Sent: Friday, July 14, 2023 11:11 AM
To: Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Salley, Stephen M. <Salleys@sullcrom.com>;
Bentley, Chase <Chase.Bentley@weil.com>; Davidoff, Amanda Flug <davidoffa@sullcrom.com>;
Zonenshayn, Benjamin <zonenshaynb@sullcrom.com>
Subject: RE: American Express / KServicing
Candace,
I’m following up on my email below.
Case 22-10951-CTG Doc 926-3 Filed 07/25/23 Page 3 of 5
Thanks,
Suni
Suniti N. Mehta
+1 212 558 4083 (T)
From: Mehta, Suniti N.
Sent: Wednesday, July 12, 2023 3:16 PM
To: Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Salley, Stephen M. <Salleys@sullcrom.com>;
Bentley, Chase <Chase.Bentley@weil.com>; Davidoff, Amanda Flug <davidoffa@sullcrom.com>;
Zonenshayn, Benjamin <zonenshaynb@sullcrom.com>
Subject: RE: American Express / KServicing
Candace,
We understand that several of American Express’s post-petition invoices to KServicing have
remained unpaid. Could you please let us know the status of payment on the invoices issued to date
and when American Express will receive payment?
Thanks,
Suni
Suniti N. Mehta
+1 212 558 4083 (T)
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Sent: Monday, June 12, 2023 9:22 PM
To: Mehta, Suniti N. <mehtas@sullcrom.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Salley, Stephen M. <Salleys@sullcrom.com>;
Bentley, Chase <Chase.Bentley@weil.com>; Davidoff, Amanda Flug <davidoffa@sullcrom.com>
Subject: [EXTERNAL] RE: American Express / KServicing
Suni,
On behalf of Kabbage, Inc. d/b/a KServicing, I acknowledge receipt of the below and confirm it
reflects the terms agreed to between Amex Kabbage and KServicing as it relates to the matters set
forth below.
Best
Candace
Candace M. Arthur
Case 22-10951-CTG Doc 926-3 Filed 07/25/23 Page 4 of 5
Partner
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
From: Mehta, Suniti N. <mehtas@sullcrom.com>
Sent: Monday, June 12, 2023 10:29 AM
To: Arthur, Candace M. <Candace.Arthur@weil.com>; Bentley, Chase <Chase.Bentley@weil.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Salley, Stephen M. <Salleys@sullcrom.com>;
Davidoff, Amanda Flug <davidoffa@sullcrom.com>
Subject: American Express / KServicing
Candace,
I write on behalf of American Express Kabbage Inc (“Amex Kabbage”). Prior to and since the
commencement of the chapter 11 cases of Kabbage, Inc. d/b/a KServicing (“KServicing”), Amex
Kabbage has been and is continuing to provide a baseline level of service to KServicing, including
hosting and providing access to LegacyCo Platform (as defined in the October 16, 2020 Transition
Services Agreement (“TSA”) between Amex Kabbage and KServicing). The LegacyCo Platform enables
system processes that support the loan servicing and collection of borrower payments for
KServicing’s legacy loan portfolio. Such system processes have been provided pursuant to the TSA
and include, without limitation, use of Kore, the customer-facing dashboard, and
CoreCredit/CoreCard.
You have conveyed to us the expectation of the confirmed chapter 11 plan going effective
imminently and also informed Amex Kabbage that KServicing is working with a third party vendor in
connection with transitioning certain management and servicing functions currently provided
through the LegacyCo Platform described above. In connection with the occurrence of the effective
date of KServicing’s bankruptcy plan and KServicing’s rejection of the TSA, Amex Kabbage confirms
that, subject to the paragraph below, following the effective date of the KServicing chapter 11 plan it
will provide KServicing with access to the LegacyCo Platform on a transitional basis to permit
KServicing to complete the transition of the management and servicing functions described above.
KServicing confirms that it is using reasonable best efforts to complete the transition as quickly as
reasonably possible and that Amex Kabbage is not committing to provide the foregoing services
indefinitely. The parties will jointly discuss a reasonable timeline for termination, not to exceed
ninety (90) days following the effective date of the KServicing chapter 11 plan. Amex Kabbage is in
the process of preparing a list of all systems and services that will be terminated in the future and
will confer with KServicing about the timeline for termination before action is taken. Amex Kabbage
will reasonably cooperate with KServicing but is not committing to maintain any such systems and
services for any definitive period of time outside of the agreed upon term set forth herein.
Throughout the duration of the chapter 11 cases, Amex Kabbage has been issuing invoices to
KServicing for Amex Kabbage’s provision of postpetition services. Amex Kabbage will continue to
Case 22-10951-CTG Doc 926-3 Filed 07/25/23 Page 5 of 5
issue invoices for its services in accordance with the terms of the TSA and understands that
KServicing has agreed to pay any such postpetition invoices outstanding as of the date of this email
in accordance with the terms of the TSA. KServicing also confirms that it will pay future invoices in
accordance with the terms of the TSA (notwithstanding any repudiation thereof) in a timely manner.
Amex Kabbage reserves its rights to cease providing services to KServicing following the effective
date of the KServicing confirmed chapter 11 plan if its postpetition invoices are not timely paid in
accordance with the terms of the TSA (notwithstanding any repudiation thereof).
Thanks,
Suni
Suniti N. Mehta
Sullivan & Cromwell LLP
125 Broad Street | New York, NY 10004-2498
+1 212 558 4083 (T)
mehtas@sullcrom.com | www.sullcrom.com
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The information contained in this email message is intended only for use of the individual or entity named
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File and source
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- gov.uscourts.deb.188293.926.3.pdf
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- 174,988 bytes
- SHA-256
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- Original
- archive.org