S-1

As filed with the Securities and Exchange Commission on February 6, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EVERTEC, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico	7374	66-0783622
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

(787) 759-9999

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Luisa Wert Serrano, Esq.

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

(787) 759-9999

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Rosa A. Testani, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 (212) 872-8115 Michael J. Ohler, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 (212) 701-3000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee
Common stock, $0.01 par value per share	$ 100,000,000.00	$ 13,640.00

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 6, 2013

PRELIMINARY PROSPECTUS

         Shares

EVERTEC, Inc.

Common Stock

$          per share

This is our initial public offering. We are selling                  of the shares being offered hereby. The selling stockholders identified in this prospectus are selling an additional                  shares. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

We expect the public offering price to be between $          and $          per share. Currently, no public market exists for our common stock. We intend to apply to list our common stock on the              under the symbol “            .” Following the completion of this offering, we will remain a “controlled company” as defined under the              listing rules because the group consisting of funds affiliated with Apollo Global Management, LLC and Popular, Inc. will beneficially own     % of our shares of outstanding common stock, assuming the underwriters do not exercise their option to purchase up to                  additional shares from the selling stockholders. See “Principal and Selling Stockholders.”

We are an “emerging growth company” under applicable federal securities laws and are eligible for reduced public company reporting requirements. See “Risk Factors—Risks Related to Our Business—As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 15 of this prospectus.

	Price to Public	Underwriting Discounts	Proceeds to EVERTEC, Inc.	Proceeds to Selling Stockholders
Per Share	$	$	$	$
Total	$	$	$	$

The underwriters also have an option to purchase up to an additional              shares from the selling stockholders at the initial public offering price less the underwriting discount.

Delivery of the shares of common stock will be made on or about             , 2013.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Goldman, Sachs & Co. J.P. Morgan

The date of this prospectus is             , 2013.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		15
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS		34
INDUSTRY AND MARKET DATA		35
NON-GAAP FINANCIAL MEASURES		35
EMERGING GROWTH COMPANY STATUS		35
USE OF PROCEEDS		36
DIVIDEND POLICY		37
CAPITALIZATION		38
DILUTION		39
SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA		41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43
BUSINESS		63
MANAGEMENT		74
PRINCIPAL AND SELLING STOCKHOLDERS		94
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		97
DESCRIPTION OF CAPITAL STOCK		111
DESCRIPTION OF CERTAIN INDEBTEDNESS		115
SHARES ELIGIBLE FOR FUTURE SALE		119
MATERIAL TAX CONSEQUENCES		121
UNDERWRITING (CONFLICTS OF INTEREST)		129
LEGAL MATTERS		134
EXPERTS		134
WHERE YOU CAN FIND MORE INFORMATION		134
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or this offering that is not contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus is current only as of its date.

Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “the Company” and “our company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis, (b) the term “Holdings” refers to EVERTEC Intermediate Holdings, LLC, but not to any of its subsidiaries and (c) the term “EVERTEC, LLC” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis, including the operations of its predecessor entities prior to the Merger (as defined below). Neither EVERTEC nor Holdings conducts any operations other than with respect to its indirect or direct ownership of EVERTEC, LLC.

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SUMMARY

This summary highlights key aspects of the information contained elsewhere in this prospectus and may not contain all of the information you should consider before making an investment decision. You should read this summary together with the entire prospectus, including the information presented under the heading “Risk Factors” and the more detailed information in the historical financial statements and related notes appearing elsewhere in this prospectus. For a more complete description of our business, see the “Business” section in this prospectus.

Company Overview

EVERTEC is the leading full-service transaction processing business in Latin America and the Caribbean. We are based in Puerto Rico and provide a broad range of merchant acquiring, payment processing and business process management services across 19 countries in the region. We process over 1.2 billion transactions annually, and manage the electronic payment network for over 4,900 automated teller machines (“ATM”) and over 107,000 point-of-sale (“POS”) payment terminals. According to the July 2012 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America based on total number of transactions. We own and operate the ATH network, one of the leading ATM and personal identification number (“PIN”) debit networks in Latin America. In addition, we provide a comprehensive suite of software and services for core bank processing, cash processing and technology outsourcing in the regions we serve. We serve a broad and diversified customer base of leading financial institutions, merchants, corporations and government agencies with ‘mission critical’ technology solutions that are essential to their operations, enabling them to issue, process and accept transactions securely and we believe that our business is well positioned to continue to expand across the fast growing Latin American region.

We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction processing services from a single source across numerous channels and geographic markets. We believe this single source capability provides several competitive advantages which will enable us to continue to penetrate our existing customer base with new, complementary services, win new customers, develop new sales channels and enter new markets. We believe these competitive advantages include:

• Our ability to package and provide a range of services across our customers’ business that often need to be sourced from different vendors;

• Our ability to serve customers with disparate operations in several geographies with a single integrated technology solution that enables them to manage their business as one enterprise; and

• Our ability to capture and analyze data across the transaction processing value chain to provide value-added services that are differentiated from those offered by ‘pure play’ vendors that only have the technology, capabilities and products to serve one portion of the transaction processing value chain (such as only merchant acquiring or payment processing).

Our broad suite of services span the entire transaction processing value chain and include a range of front-end customer facing solutions as well as back-end support services. These include: (i) merchant acquiring services, which enable POS and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefits transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, ATM and EBT card programs; and (iii) business process management solutions, which provide ‘mission critical’ technology solutions such as core bank processing, as well as information technology (“IT”) outsourcing and cash management services to financial institutions, enterprises and governments. We provide these services through a highly scalable, end-to-end technology platform that we manage and operate in-house. Our end-to-end technology platform includes solutions that encompass the entire transaction processing value chain. This enables us to provide ‘front-end’ processing services, such as the electronic capture and authorization of transactions at the point-of-sale, and ‘back-end’ services, such as the clearing and settlement of transactions and account reconciliation for card issuers. Our platform provides us with the broad range of capabilities, flexibility and operating leverage that enable us to innovate and develop new services, differentiate ourselves in the marketplace and generate significant operating efficiencies to continue to maximize profitability.

We sell and distribute our services primarily through a proprietary direct sales force with strong customer relationships. We are also increasingly building a variety of indirect sales channels which enable us to leverage the distribution capabilities of partners in adjacent markets, including value-added resellers, joint ventures and merchant acquiring alliances. Given our breadth across the transaction processing value chain, our customer base is highly diversified by size, type and geographic footprint.

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We benefit from an attractive business model, which is characterized by recurring revenue, significant operating margins and low capital expenditure requirements. Our revenue is recurring in nature because of the mission-critical and embedded nature of the services we provide, the high switching costs associated with these services and the multi-year contracts we negotiate with our customers. Our scalable business model creates significant operating efficiencies. In addition, our business model enables us to continue to grow our business organically without significant additional capital expenditures.

We generate revenues based primarily on transaction fees paid by our merchants and financial institutions in our Merchant Acquiring and Payment Processing segments and on transaction fees or fees based on number of accounts on file in our Business Solutions segment. Our total revenues increased from $276.3 million for the year ended December 31, 2009 to $321.1 million for the year ended December 31, 2011, representing a compound annual growth rate (“CAGR”) of 7.8%. Our Adjusted EBITDA (as defined below in Note 2 to “—Summary Historical Consolidated and Combined Financial Data”) increased from $117.6 million for the year ended December 31, 2009 to $149.1 million for the year ended December 31, 2011, representing a CAGR of 12.6%. Our Adjusted Net Income (as defined below in Note 2 to “—Summary Historical Consolidated and Combined Financial Data”) increased from $58.2 million for the year ended December 31, 2009 to $71.6 million for the year ended December 31, 2011, representing a CAGR of 10.9%.

History and Separation from Popular

We have a 25 year operating history in the transaction processing industry. Prior to the Merger on September 30, 2010, EVERTEC, LLC was 100% owned by Popular, Inc. (“Popular”), the largest financial institution in the Caribbean, and operated substantially as an independent entity within Popular. In September 2010, Apollo Global Management, LLC, a leading private equity investor, acquired a 51% interest in EVERTEC and shortly thereafter, we began the transition to a separate, stand-alone entity. As a stand-alone company, we have made substantial investments in our technology and infrastructure, recruited various senior executives with significant transaction processing experience in Latin America, enhanced our profitability through targeted productivity and cost savings actions and broadened our footprint beyond the markets historically served.

We continue to benefit from our relationship with Popular. Popular is our largest customer, acts as one of our largest merchant referral partners and sponsors us with the card associations (such as Visa or MasterCard), enabling merchants to accept these card associations’ credit card transactions. Popular also provides merchant sponsorship as one of the participants of the ATH network, enabling merchants to connect to the ATH network and accept ATH debit card transactions. We provide a number of critical products and services to Popular, which are governed by a 15-year Amended and Restated Master Services Agreement (the “Master Services Agreement”) that runs through 2025. For more information on the Master Services Agreement and other related party agreements, see “—Principal Stockholders” and “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger.”

Industry Trends

Shift to Electronic Payments

The ongoing migration from cash, check and other paper methods of payment to electronic payments continues to benefit the transaction processing industry globally. This migration is driven by factors including customer convenience, marketing efforts by financial institutions, card issuer rewards and the development of new forms of payment. We believe that the penetration of electronic payments in the markets where we principally operate is significantly lower relative to more mature U.S. and European markets and that this ongoing shift will continue to generate substantial growth opportunities for our business.

Fast Growing Latin American and Caribbean Financial Services and Payments Markets

Currently, the adoption of banking products, including electronic payments, in the Latin American and Caribbean region is lower relative to the mature U.S. and European markets. As these markets continue to evolve and grow, the emergence of a larger and more sophisticated consumer base will influence and drive an increase in card and electronic payments usage. According to the November 2011 and May 2012 Nilson Reports, the Latin American payments market is projected to continue to grow at a CAGR of 23.0% through 2015 (as illustrated in the chart below) and represents the second fastest growing market in the world.

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We believe that the attractive characteristics of our markets and our leadership positions across multiple services and sectors will continue to drive growth and profitability in our businesses.

Ongoing Technology Outsourcing Trends

Financial institutions globally are facing significant challenges including the entrance of non-traditional competitors, the compression of margins on traditional products, significant channel proliferation and increasing regulation that could potentially curb profitability. Many of these institutions have traditionally fulfilled their IT needs through legacy computer systems, operated by the institution itself. Legacy systems are generally highly proprietary, inflexible and costly to operate and maintain and we believe the trend to outsource in-house technology systems and processes by financial institutions will continue. According to estimates published by Gartner Dataquest Market Statistics in January 2013, the banking and securities sector in Latin America is forecasted to have $29 billion of annual IT expenditures by 2016. We believe our ability to provide integrated, open, flexible, customer-centric and efficient IT products and services cater to the evolving needs of our customers, particularly for small- and mid-sized financial institutions in the Latin American markets in which we operate.

Industry Innovation

The electronic payments industry experiences ongoing technology innovation. Emerging payment technologies such as prepaid cards, contactless payments, payroll cards, mobile commerce, online “wallets” and innovative POS devices facilitate the continued shift away from cash, check and other paper methods of payment. According to the 2012 World Payments Report, the number of online payments for e-commerce activities and number of payments using mobile devices are projected to grow at compound annual growth rates of 20.0% and 52.7%, respectively from 2009 to 2013. The increasing demand for new and flexible payment options catering to a wider range of consumer segments is driving growth in the electronic payment processing sector.

Our Competitive Strengths

Market Leadership in Latin America and the Caribbean

We believe we have an inherent competitive advantage relative to U.S. competitors based on our ability to locally leverage our infrastructure, as well as our first-hand knowledge of the Latin American and Caribbean markets, language and culture. We have built leadership positions across the transaction processing value chain in the geographic markets that we serve, which we believe will enable us to continue to penetrate our core markets and provide advantages to enter new markets. According to the July 2012 Nilson Report, we are the sixth largest merchant acquirer in Latin America and the largest in the Caribbean and Central America based on total number of transactions. We own and operate the ATH network, one of the leading ATM and PIN debit networks in Latin America. The ATH network processed over 625 million transactions in 2011, which according to management estimates, makes ATH branded products the most frequently used electronic method of payment in Puerto Rico, exceeding the total transaction volume of Visa, MasterCard, American Express and Discover, combined. Given our scale and customer base of top tier financial institutions and government entities, we

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believe we are the leading card issuer and core bank processor in the Caribbean and the only non-bank provider of cash processing services to the U.S. Federal Reserve in the Caribbean. We believe our competitive position and strong brand recognition increases card acceptance, driving usage of our proprietary network, and presents opportunities for future strategic relationships.

Diversified Business Model Across the Transaction Processing Value Chain

Our leadership position in the region is driven in part by our diversified business model which provides the full range of merchant acquiring, payment processing and business solutions services to financial institutions, merchants, corporations and government agencies across different geographies. We offer end-to-end technology solutions through a single provider and we have the ability to tailor and customize the features and functionality of all our products and services to the specific requirements of our customers in various industries and across geographic markets. We believe the breadth of our offerings enables us to penetrate our customer base from a variety of perspectives and positions us favorably to cross-sell our other offerings over time. For example, we may host a client’s electronic cash register software (part of the Business Solutions segment), acquire transactions that originate at that electronic cash register (part of the Merchant Acquiring segment), route the transaction through the ATH network (part of the Payment Processing segment), and finally settle the transaction between the client and the issuer bank (part of the Payment Processing segment). In addition, we can serve customers with disparate operations in several geographies with a single integrated technology solution that enables them to access one processing platform and manage their business as one enterprise. We believe these services are becoming increasingly complementary and integrated as our customers seek to capture, analyze and monetize the vast amounts of data that they process across their enterprises. As a result, we are able to capture significant value across the transaction processing value chain and believe that this combination of attributes represents a differentiated value proposition vis-à-vis our competitors who have a limited product and service offering.

Broad and Deep Customer Relationships and Recurring Revenue Business Model

We have built a strong and long-standing portfolio of top tier financial institution, merchant, corporate and government customers across Latin America and the Caribbean, which provide us with a reliable, recurring revenue base and powerful references that have helped us expand into new channels and geographic markets. Customers representing approximately 99% of our 2010 revenue continued to be customers in 2011, due to the mission-critical and embedded nature of the services provided and the high switching costs associated with these services. Our Payment Processing and Merchant Acquiring segments, as well as certain business lines representing the majority of our Business Solutions segment, generate recurring revenues that collectively accounted for approximately 85% of our total revenues in 2011. We receive recurring revenues from services based on our customers’ on-going daily commercial activity such as processing loans, hosting accounts and information on our servers, and processing everyday payments at grocery stores, gas stations and similar establishments. We generally provide these services under one to five year contracts, often with automatic renewals. We also provide a few project-based services that generate non-recurring revenues in our Business Solutions segment such as IT consulting for a specific project or integration. Additionally, we entered into an exclusive 15-year Master Services Agreement with Popular on September 30, 2010. We provide a number of critical payment processing and business solutions products and services to Popular and benefit from the bank’s distribution network and continued support. Through our long-standing and diverse customer relationships, we are able to gain valuable insight into trends in the marketplace that allows us to identify new market opportunities. In addition, we believe the recurring nature of our business model provides us with significant revenue and earnings stability.

Highly Scalable, End-to-End Technology Platform

Our diversified business model is supported by our highly scalable, end-to-end technology platform which allows us to provide a full range of transaction processing services and develop and deploy a broad suite of technology solutions to our customers at low incremental costs and increasing operating efficiencies. We have spent over $135 million over the last five years on technology investments to continue to build the capacity and functionality of our platform and we have been able to achieve attractive economies of scale with flexible product development capabilities. We have a proven ability to seamlessly leverage our existing platforms to develop new products and services and expand in new markets. We believe that our platform will increasingly allow us to provide differentiated services to our customers and facilitate further expansion into new sales channels and geographic markets.

Experienced Management Team with a Strong Track Record of Execution

We have grown our revenue organically by introducing new products and services and expanding our geographic footprint throughout Latin America. We have a proven track record of creating value from operational and technology improvements and capitalizing on cross-selling opportunities. We have combined new leadership at EVERTEC, bringing many years of industry experience, with long-standing leadership at the operating business level. In 2012, Peter Harrington, former President of Latin America and Canada for First Data Corporation, joined our management team as our President and Chief Executive Officer. Also, in 2012, Philip Steurer, former Senior

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Vice President of Latin America for First Data Corporation, joined our management team as our Chief Operating Officer. Mr. Harrington and Mr. Steurer both have extensive experience managing and growing transaction processing businesses in Latin America as well as North America, Asia and Europe. In addition, we successfully executed our separation from Popular, transitioning EVERTEC from a division of a larger company to a stand-alone entity with public company best practices. Instrumental to this transition was our Chief Financial Officer Juan J. Roman, former CFO of Triple-S Management, a publicly listed insurance company. Collectively our management team benefits from an average of over 20 years of industry experience and we believe they are well positioned to continue to drive growth across business lines and regions.

Our Growth Strategy

We intend to grow our business by continuing to execute on the following business strategies:

Continue Cross-Sales to Existing Customers

We seek to grow revenue by continuing to sell additional products and services to our existing merchant, financial institution, corporate and government customers. We intend to broaden and deepen our customer relationships by leveraging our full suite of end-to-end technology solutions. For example, we believe that there is significant opportunity to cross-sell our network services, ATM point-of-sale processing and card issuer processing services to our over 180 existing financial institution customers, particularly in markets outside of Puerto Rico. We will also seek to continue to cross-sell value added services into our existing merchant base of over 27,000 locations.

Leverage Our Franchise to Attract New Customers in the Markets We Currently Serve

We intend to attract new customers by leveraging our comprehensive product and services offering, the strength of our brand and our leading end-to-end technology platform. Furthermore, we believe we are uniquely positioned to develop new products and services to take advantage of our access to and position in markets we currently serve. For example, in markets we serve outside of Puerto Rico, we believe there is a significant opportunity to penetrate small to medium financial institutions with our products and services, as well as to penetrate governments with offerings such as EBT.

Expand in the Latin American Region

We believe there is substantial opportunity to expand our businesses in the Latin American region. We believe that we have a competitive advantage relative to U.S. competitors based on our ability to locally leverage our infrastructure, breadth of products and services as well as our first-hand knowledge of Latin American markets, language and culture. Significant growth opportunities exist in a number of large markets such as Colombia, México, Chile and Argentina. We also believe that there is an opportunity to provide our services to existing financial institution customers in other regions where they operate. Additionally, we continually evaluate our strategic plans for geographic expansion, which can be achieved through joint ventures, partnerships, alliances or strategic acquisitions.

Develop New Products and Services

Our experience with our customers provides us with insight into their needs and enables us to continuously develop new transaction processing services. We plan to continue growing our merchant, financial institution, corporate and government customer base by developing and offering additional value-added products and services to cross-sell along with our core offerings. We intend to continue to focus on these and other new product opportunities in order to take advantage of our leadership position in the transaction processing industry in the Latin American and Caribbean region.

Pursue Acquisitions

We intend to evaluate select acquisition opportunities to expand geographically as well as broaden our product and services offerings.

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Our Business

We offer our customers full end-to-end products and solutions across the transaction processing value chain from a single source across numerous channels and geographic markets. The diagram below illustrates the complementary and integrated nature of the services we provide across our three reportable business segments, which are collectively supported by our processing technology platform, proprietary network and direct sales force. Our segments are described in greater detail following the diagram.

Merchant Acquiring

According to the July 2012 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America based on total number of transactions. Our Merchant Acquiring business provides services to merchants at over 27,000 locations that allow them to accept electronic methods of payment such as debit, credit, prepaid and EBT cards carrying the ATH, Visa, MasterCard, Discover and American Express brands. Our full suite of merchant acquiring services includes, but is not limited to, the underwriting of each merchant’s contract, the deployment of POS devices and other equipment necessary to capture merchant transactions, the processing of transactions at the point-of-sale, the settlement of funds with the participating financial institution, detailed sales reports, and customer support. In 2011, our Merchant Acquiring business processed over 280 million transactions.

Our Merchant Acquiring business generated $62.0 million, or 19.3%, of total revenues and $30.3 million, or 27.0%, of total segment income from operations for the year ended December 31, 2011.

Payment Processing

We are the largest card processor and network services provider in the Caribbean. We provide an innovative and diversified suite of payment processing products and services to blue chip regional and global corporate customers, government agencies, and financial institutions across Latin American and the Caribbean. These services provide the infrastructure technology necessary to facilitate the processing and routing of payments across the transaction processing value chain.

At the point-of-sale, we sell transaction processing technology, similar to the services in our Merchant Acquiring business, to other merchant acquirers to enable them to service their own merchant customers. We also offer terminal driving solutions to merchants, merchant acquirers (including our Merchant Acquiring business) and financial institutions, which provide the technology to securely operate, manage and monitor POS terminals and ATMs. We also sell and rent POS devices to financial institution customers who seek to deploy them across their own businesses. We currently provide technology services for over 4,900 ATMs and over 107,000 POS terminals in the region and are continuously certifying new machines and devices to expand this reach.

                To connect the POS terminals to card issuers, we own and operate the ATH network, one of the leading ATM and PIN debit networks in Latin America. The ATH network connects the merchant or merchant acquirer to the card issuer and enables transactions to be routed or “switched” across the transaction processing value chain. The ATH network offers the technology, communications standards, rules and procedures, security and encryption, funds settlement and common branding that allow consumers, merchants, merchant acquirers, ATMs, card issuer processors and card issuers to conduct commerce seamlessly, across a variety of channels, similar to the services provided by Visa and MasterCard. The ATH network processed over 625 million transactions in 2011. Over 70% of all ATM transactions and over 80% of all debit transactions in Puerto Rico are processed over the ATH network.

To enable financial institutions, governments and other businesses to issue and operate a range of payment products and services, we offer an array of card processing and other payment technology services, such as internet and mobile banking software services, bill payment systems and EBT solutions.

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Financial institutions and certain retailers outsource to us certain card processing services such as card issuance, processing card applications, cardholder account maintenance, transaction authorization and posting, fraud and risk management services, and settlement. Our payment products include electronic check processing, automated clearing house (“ACH”), lockbox, online, interactive voice response and web-based payments through personalized websites, among others.

We have been the only provider of EBT services to the Puerto Rican government since 1998, processing approximately $2.5 billion in volume annually. Our EBT application allows certain agencies to deliver government benefits to participants through a magnetic card system and serves over 850,000 active participants.

Our Payment Processing business accounted for $85.7 million, or 26.7%, of total revenues and $45.0 million, or 40.2%, of total segment income from operations for the year ended December 31, 2011.

Business Solutions

We provide our financial institution, corporate and government customers with a full suite of business process management solutions including specifically core bank processing, network hosting and management, IT consulting services, business process outsourcing, item and cash processing, and fulfillment. In addition, we believe we are the only non-bank provider of cash processing services to the U.S. Federal Reserve in the Caribbean.

Our Business Solutions business accounted for $173.4 million, or 54.0%, of total revenues and $36.7 million, or 32.8%, of total segment income from operations for the year ended December 31, 2011.

Risk Factors

Participating in this offering involves substantial risk. Our ability to execute our strategy also is subject to certain risks. The risks described under the heading “Risk Factors” immediately following this summary may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:

• our high level of indebtedness;

• our reliance on our relationship with Popular;

• the continuing market position of the ATH network despite competition and potential shifts in consumer payment preferences;

• the geographical concentration of our business in Puerto Rico;

• operating an international business in multiple regions with potential political and economic instability, including Latin America;

• our dependence on our processing systems, technology infrastructure, security systems and fraudulent payment detection systems and our ability to develop, install and adopt new software, technology and computing systems;

• our ability to execute our geographic expansion and acquisition strategies;

• we will be a “controlled company” after this offering and, Apollo and Popular will continue to control all matters affecting us; and

• evolving industry standards, changes in the regulatory environment and adverse changes in global economic, political and other conditions.

Before you participate in this offering, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

EVERTEC, Inc. (formerly Carib Latam Holdings, Inc.) is a Puerto Rico corporation organized in April 2012. EVERTEC’s main operating subsidiary, EVERTEC Group, LLC (formerly EVERTEC, LLC and EVERTEC, Inc.) was organized in 1988 and was formerly a wholly-owned subsidiary of Popular. On September 30, 2010, pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”), EVERTEC, LLC became a wholly-owned subsidiary of EVERTEC Intermediate Holdings, LLC (formerly Carib Holdings, LLC and Carib Holdings, Inc.), with Apollo owning approximately 51% and Popular owning approximately 49% of the then outstanding voting capital stock of Holdings (the “Merger”). See “Certain Relationships and Related Party Transactions” for additional information regarding the Merger Agreement.

On April 13, 2012, EVERTEC, Inc. was formed in order to act as the new parent company of Holdings and its subsidiaries, including EVERTEC, LLC, when Holdings and EVERTEC, LLC were converted from Puerto Rico corporations to Puerto Rico limited liability companies for the purpose of improving the consolidated tax efficiency of our company. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Reorganization.” Prior to such Reorganization, EVERTEC, LLC was a corporation known as EVERTEC, Inc. and Holdings was a corporation known as Carib Holdings, Inc.

Our principal executive offices are located at Cupey Center Building, Road 176, Kilometer 1.3, San Juan, Puerto Rico 00926 and our telephone number is (787) 759-9999. Our website is www.evertecinc.com. We make our website content available for information purposes only. We do not incorporate the information on our website into this prospectus, and you should not consider it part of this prospectus. You should not rely upon the information on our website for investment purposes.

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Ownership and Corporate Structure

The following chart summarizes our corporate organization as of September 30, 2012 after giving effect to this offering.

Principal Stockholders

Apollo: AP Carib Holdings, Ltd. (“Apollo”), an investment vehicle indirectly managed by Apollo Management VII, L.P. (“Apollo Management”), an affiliate of Apollo Global Management, LLC (together with its subsidiaries, including Apollo Management, “AGM”), acquired an approximately 51% indirect ownership interest in EVERTEC, LLC as part of the Merger, and after the consummation of this offering, will own approximately     % of our common stock (or     % if the underwriters exercise their option to purchase additional shares in full). AGM is a leading global alternative investment manager with offices in New York, Los Angeles, London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai. As of September 30, 2012, AGM and its subsidiaries had assets under management of approximately $110 billion in private equity, hedge funds, distressed debt and mezzanine funds invested across a core group of industries where AGM has considerable knowledge and resources.

Popular: Popular retained an approximately 49% indirect ownership interest in EVERTEC, LLC as part of the Merger and after the consummation of this offering, will own approximately     % of our common stock (or     % if the underwriters exercise their option to purchase additional shares in full). Popular, Inc. (NASDAQ: BPOP), whose principal banking subsidiary’s history dates back to 1893, is the No. 1 bank holding company by both assets and deposits based in Puerto Rico, and, as of September 30, 2012, ranks 44^th by assets among U.S. bank holding companies. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California. In 2010, Popular raised $1.15 billion in proceeds from a public equity offering, and successfully completed an FDIC-assisted acquisition of Westernbank Puerto Rico.

                In connection with the Merger, we entered into several agreements with Apollo and Popular, including a Stockholder Agreement with Apollo, Popular and our other stockholders (the “Stockholder Agreement”) and a 15-year Master Services Agreement with Popular. Under the Stockholder Agreement, Apollo and Popular were granted significant control over matters requiring board or stockholder approval, including the election of directors, amendment of our organizational documents and certain corporate transactions such as issuances of equity, acquisition or disposition of significant assets, incurring debt for borrowed money, and entering into significant contracts and related party transactions. Under the Stockholder Agreement, our Board is comprised of five directors nominated by Apollo, three directors nominated by Popular and one management director. Subject to certain exceptions and adjustments, each of Apollo and Popular will have these director nomination rights so long as it owns, together with its affiliates, at least 25% of our outstanding voting common stock. Immediately after this offering, Apollo and Popular will own     % and     %, respectively, of our outstanding common stock and as a result will continue to have the power to nominate and control the election of directors at our annual meetings. The Stockholder Agreement also grants certain demand and piggyback registration rights to Apollo, Popular and the other parties thereto. Under the Stockholder Agreement, we agreed not to engage in any business (including commencing operations in any country in which we do not currently operate), subject to certain exceptions, if such activity would reasonably require Popular or an affiliate of Popular to seek regulatory approval from, or provide notice to, any bank regulatory authority. Under the Master Services Agreement, we provide a number of critical payment processing and business solutions products and services to Popular, who agreed to continue to utilize our services on an exclusive basis on commercial terms consistent with the terms of our historical relationship. For more information on the Stockholder Agreement, Master Services Agreement and other agreements, with Apollo and Popular, see “Certain Relationships and Related Party Transactions.”

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The Offering

Issuer	EVERTEC, Inc.
Common stock offered by us	shares
Common stock offered by selling stockholders	shares
Common stock to be outstanding immediately after the offering	shares
Underwriters’ option to purchase additional shares of common stock in this offering	The selling stockholders have granted to the underwriters a 30-day option to purchase up to                  additional shares, respectively, at the initial public offering price less underwriting discounts.
Common stock voting rights	Each share of our common stock will entitle its holder to one vote.
Dividend policy	We currently intend to retain all future earnings, if any, for use in the operation of our business and to fund future growth. The decision whether to pay dividends will be made by our board of directors (our “Board”) in light of conditions then existing, including factors such as our financial condition, earnings, available cash, business opportunities, legal requirements, restrictions in our debt agreements and other contracts, including requirements under the Stockholder Agreement described elsewhere in this prospectus, and other factors our Board deems relevant. See “Dividend Policy.”
Use of proceeds	We estimate that our net proceeds from this offering will be approximately $          million after deducting the estimated underwriting discounts and other expenses of $          million payable by us, assuming the shares are offered at $          per share, which represents the midpoint of the range set forth on the front cover of this prospectus. We intend to use these net proceeds for general corporate purposes. We will not receive any proceeds from the sale of our common stock by the selling stockholders. See “Use of Proceeds.”
Listing	We intend to list our common stock on              under the trading symbol “    .”
Risk factors	You should carefully read and consider the information set forth under “Risk Factors” beginning on page 15 of this prospectus and all other information set forth in this prospectus before deciding to invest in our common stock.
Conflicts of interest	We expect that each of Apollo Global Securities, LLC, an affiliate of Apollo Management, and Popular Securities, Inc., an affiliate of Popular, will be an underwriter of this offering. Since each of Apollo and Popular owns more than 10% of our outstanding common stock, a “conflict of interest” would be deemed to exist under Rule 5121(f) (5)(B) of the Conduct Rules of the Financial Industry Regulatory Authority, or FINRA. Accordingly, we intend that this offering will be made in compliance with the applicable provisions of Rule 5121. Since neither Apollo Global Securities, LLC nor Popular Securities, Inc. is primarily responsible for managing this offering, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. As such, neither Apollo Global Securities, LLC nor Popular Securities, Inc. will confirm sales to accounts in which it exercises discretionary authority without the prior written consent of the customer.

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See “Underwriting (Conflicts of Interest).”

Except as otherwise indicated, all of the information in this prospectus assumes or reflects:

• the              for one stock split described below has been completed;

• no exercise of the underwriters’ option to purchase up to                  additional shares of common stock from the selling stockholders;

• an initial offering price of $          per share, the midpoint of the range set forth on the cover page of this prospectus;

• the conversion of all outstanding shares of our Class B Non-Voting Common Stock into shares of our voting common stock on a one-for-one basis; and

• our amended and restated certificate of incorporation and amended and restated bylaws are in effect, pursuant to which the provisions described under “Description of Capital Stock” will become operative.

Prior to completion of this offering, we will increase our authorized shares of common stock and effect a stock split, whereby our stockholders will receive                  shares of common stock for each share it currently holds. There will be no shares of Class B Non-Voting Common Stock outstanding following the completion of this offering. Upon the effectiveness of our amended and restated certificate of incorporation following the completion of this offering, we will only have one class of common stock.

The number of shares of common stock to be outstanding after completion of this offering is based on                  shares of our common stock to be sold by us and the selling stockholders in this offering and, except where we state otherwise, the information with respect to our common stock we present in this prospectus, including as set forth above:

• does not give effect to                  shares of our common stock issuable upon the exercise of outstanding options as of             , 2013, at a weighted-average exercise price of $          per share; and

• does not give effect to                  shares of common stock reserved for future issuance under the Equity Incentive Plan (as defined in “Management —Executive Compensation”).

You should refer to the section entitled “Risk Factors” for an explanation of certain risks of investing in our common stock.

10

Summary Historical Consolidated and Combined Financial Data

We have presented in this prospectus selected historical combined financial data of EVERTEC Business Group (“Predecessor”) and selected historical consolidated financial data of EVERTEC and Holdings (“Successor”) during the periods presented. We have also presented in this prospectus (i) the audited combined financial statements of EVERTEC Business Group (Predecessor) as of and for the nine months ended September 30, 2010 and (ii) the audited consolidated financial statements of EVERTEC and Holdings (Successor) as of and for the three months ended December 31, 2010 and the year ended December 31, 2011, which have been prepared, in each case, in accordance with GAAP. See Note 1 of the Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for more information on the presentation of the financial statements.

The summary historical consolidated financial data as of December 31, 2010 and December 31, 2011 and for the three months ended December 31, 2010, and for the year ended December 31, 2011 have been derived from the audited consolidated financial statements of EVERTEC (Successor) and related notes appearing elsewhere in this prospectus. The summary historical combined financial data as of September 30, 2010 and the nine months ended September 30, 2010, have been derived from the audited combined financial statements of EVERTEC Business Group (Predecessor) appearing elsewhere in this prospectus. The summary historical combined financial data for the year ended December 31, 2009 has been derived from the unaudited combined financial statements of EVERTEC Business Group (Predecessor), not included in this prospectus.

The summary unaudited historical consolidated financial data as of September 30, 2012 and for the nine months ended September 30, 2012 and 2011 have been derived from the unaudited consolidated financial statements of EVERTEC appearing elsewhere in this prospectus, which have been prepared on a basis consistent with the audited consolidated and combined financial statements of EVERTEC Intermediate Holdings, LLC (as predecessor parent company). In the opinion of management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for such period. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The summary historical consolidated and combined financial data should be read in conjunction with “Capitalization,” “Selected Historical Consolidated and Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated and combined financial statements and related notes of EVERTEC and EVERTEC Business Group appearing elsewhere in this prospectus.

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SUMMARY HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

	Predecessor						Successor			Successor
(Dollar amounts in thousands)	Year ended December  31, 2009			Nine months ended September 30, 2010			Three months ended December 31, 2010 (1)			Year ended December  31, 2011			Nine months ended September  30, 2011			Nine months ended September  30, 2012			Twelve months ended September 30, 2012
Statement of Income Data:
Revenues:
Merchant acquiring, net	$	48,744			39,761		$	14,789		$	61,997		$	44,043		$	51,499		$	69,453
Payment processing		74,728		$	56,777			21,034			85,691			63,235			69,986			92,442
Business solutions		152,827			118,482			46,586			173,434			128,273			129,214			174,375
Total revenues		276,299			215,020			82,409			321,122			235,551			250,699			336,270
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization shown below		150,070			113,246			41,839			155,377			114,832			118,469			159,014
Selling, general and administrative expenses		25,639			27,000			8,392			33,339			26,005			24,759			32,093
Depreciation and amortization		24,500			19,425			17,722			69,891			51,977			53,517			71,431
Total operating costs and expenses		200,209			159,671			67,953			258,607			192,814			196,745			262,538
Income from operations		76,090			55,349			14,456			62,515			42,737			53,954			73,732
Non-operating income (expenses)
Interest income		1,048			360			118			797			667			237			367
Interest expense		(91	)		(70	)		(13,436	)		(50,957	)		(39,272	)		(39,214	)		(50,899	)
Earnings of equity method investments		3,508			2,270			—			833			685			103			251
Other (expenses) income:
Voluntary Retirement Program (“VRP”) expense		—			—			—			(14,529	)		(14,197	)		—			(332	)
Merger and advisory-related costs		—			—			(34,848	)		—			—			—			—
Other income (expenses)		7,942			2,276			(1,316	)		(3,672	)		(2,092	)		(9,802	)		(11,382	)
Total other income (expense)		7,942			2,276			(36,164	)		(18,201	)		(16,289	)		(9,802	)		(11,714	)
Total non-operating income (expenses)		12,407			4,836			(49,482	)		(67,528	)		(54,209	)		(48,676	)		(61,995	)
Income (loss) before income taxes		88,497			60,185			(35,026	)		(5,013	)		(11,472	)		5,278			11,737
Income tax expense (benefit)		30,659			23,017			(14,450	)		(29,227	)		(30,845	)		1,501			3,119
Net income (loss) from continuing operations		57,838			37,168			(20,576	)		24,214			19,373			3,777			8,618
Net income from discontinued operations		1,813			117			—			—			—			—			—
Net income (loss)	$	59,651		$	37,285		$	(20,576	)	$	24,214		$	19,373		$	3,777		$	8,618
Other Financial Data:
EBITDA (2)		112,040			79,320			(3,986	)		115,038			79,110			97,772			133,700
Adjusted EBITDA (2)		117,575			92,290			36,508			149,118			108,909			117,455			157,664
Adjusted Net Income (2)		58,223			49,420			14,702			71,625			49,202			56,703			79,126
Cash interest expense (3)		91			70			12,861			43,394			33,116			35,802			46,080
Capital expenditures		22,701			30,468			10,541			21,858			17,367			12,707			17,198
Net cash provided by (used in) operating activities from continuing operations		65,464			63,701			(16,752	)		69,371			59,854			69,103			78,620
Net cash (used in) provided by investing activities from continuing operations		(2,692	)		16,153			(496,598	)		(31,747	)		(29,309	)		(12,308	)		(14,746	)
Net cash (used in) provided by financing activities from continuing operations		(77,710	)		(65,796	)		539,990			(36,623	)		(26,449	)		(62,883	)		(73,057	)
Balance Sheet Data (at period end):
Cash (4)	$	11,891			—		$	55,199		$	56,200		$	59,296		$	50,112		$	50,112
Working capital (5)		82,272			—			62,226			87,267			68,970			72,518			72,518
Total assets		243,445			—			1,092,179			1,046,860			1,065,087			992,175			992,175
Total long-term liabilities		481			—			673,736			615,713			626,073			819,164			819,164
Total debt		1,413			—			562,173			523,833			532,806			736,197			736,197
Total net debt (6)		—			—			506,974			467,633			473,510			686,085			686,085
Total equity		211,475			—			339,613			366,176			360,723			104,071			104,071

(1) We define the “three months ended December 31, 2010” as the financial results of Holdings for the period from its inception on June 25, 2010 to December 31, 2010, consisting primarily of merger and advisory-related costs incurred prior to the Merger on September 30, 2010, and following the Merger consisting primarily of EVERTEC, LLC results of operations.

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(2) EBITDA, Adjusted EBITDA and Adjusted Net Income are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of cash flows or as measures of our liquidity.

We define “EBITDA” as earnings before interest, taxes, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA as further adjusted to exclude unusual items and other adjustments described below. We define “Adjusted Net Income” as net income as adjusted to exclude unusual items and other adjustments described below.

We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA and Adjusted Net Income may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate EBITDA, Adjusted EBITDA and Adjusted Net Income in the same manner. We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our presentation of Adjusted EBITDA for the periods presented is consistent with the equivalent measurements that are contained in the senior secured credit facilities and the indenture governing the notes in testing EVERTEC, LLC’s compliance with the covenants therein such as interest coverage and debt incurrence. We use Adjusted Net Income to measure our overall profitability because it better reflects our cash flow generation by capturing the actual cash taxes paid rather than our tax expense as calculated under GAAP and excludes the impact of the non-cash amortization and depreciation that was created as a result of the Merger. In addition, in evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we may incur expenses such as those excluded in calculating them. Further, our presentation of these measures should not be construed as an inference that our future operating results will not be affected by unusual or nonrecurring items.

Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted Net Income are as follows:

• they do not reflect cash outlays for capital expenditures or future contractual commitments;

• they do not reflect changes in, or cash requirements for, working capital;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect income tax expense or the cash necessary to pay income taxes; and

• other companies, including other companies in our industry, may not use EBITDA, Adjusted EBITDA and Adjusted Net Income or may calculate EBITDA, Adjusted EBITDA and Adjusted Net Income differently than as presented in this prospectus, limiting their usefulness as a comparative measure.

A reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income is provided below.

	Predecessor						Successor			Successor
(Dollar amounts in thousands)	Year ended December 31, 2009			Nine months ended September 30, 2010			Three months ended December  31, 2010			Year ended December  31, 2011			Nine months ended September 30, 2011			Nine months ended September  30, 2012			Twelve months ended September 30, 2012
Net income (loss)	$	57,838		$	37,168		$	(20,576	)	$	24,214		$	19,373		$	3,777		$	8,618
Income tax expense (benefit)		30,659			23,017			(14,450	)		(29,227	)		(30,845	)		1,501			(3,119	)
Interest (income) expense		(957	)		(290	)		13,318			50,160			38,605			38,977			50,532
Depreciation and amortization		24,500			19,425			17,722			69,891			51,977			53,517			71,431
EBITDA		112,040			79,320			(3,986	)		115,038			79,110			97,772			133,700
Stand-alone cost savings (a)		6,411			4,930			36			2,570			1,850			1,922			2,642
Disposals (b)		(9,440	)		(3,916	)		60			—			—			—			—
Equity income (c)		47			(852	)		1,514			635			53			625			1,207
Compensation and benefits (d)		(629	)		6,976			(408	)		15,970			15,362			3,480			4,088
Pro forma VRP benefits (e)		—			—			1,584			4,751			4,751			—			—
Transaction costs (f)		—			—			34,848			—			—			—			—
Transition fees (g)		—			—			2,019			3,957			3,625			2,525			2,857
Refinancing and new debt issuance costs (h)		—			—			—			2,422			2,209			8,758			8,971
Management fees (i)		—			—			—			2,532			1,896			2,237			2,873
Westernbank EBITDA (j)		7,900			5,267			—			—			—			—			—
Purchase accounting (k)		—			—			595			(393	)		(1,413	)		(652	)		368
Other (l)		1,246			565			246			1,636			1,466			788			958
Adjusted EBITDA	$	117,575		$	92,290		$	36,508		$	149,118		$	108,909		$	117,455		$	157,664
Pro forma EBITDA adjustments (m)		(14,221	)		(8,727	)		(1,425	)		(4,755	)		(4,741	)		—			(14	)
Operating depreciation and amortization (n)		(23,690	)		(18,881	)		(7,401	)		(28,935	)		(21,274	)		(23,386	)		(31,047	)
Cash interest income (expense) (o)		957			290			(12,533	)		(42,165	)		(32,136	)		(35,236	)		(45,265	)
Cash income taxes (p)		(22,398	)		(15,552	)		(448	)		(1,638	)		(1,556	)		(2,130	)		(2,212	)
Adjusted Net Income	$	58,223		$	49,420		$	14,701		$	71,625		$	49,202		$	56,703		$	79,126

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(a) For the year ended December 31, 2011, the nine months ended September 30, 2011 and 2012, and the twelve months ended September 30, 2012, primarily represents reimbursements received for certain software maintenance expenses as part of the Merger. For 2009 and 2010, represents stand-alone savings for costs historically allocated to EVERTEC by Popular, which did not continue post closing, other than temporary transition costs, net of estimated stand-alone costs. The allocations were primarily based on a percentage of revenues or costs (and not based on actual costs incurred) and related to corporate functions such as accounting, tax, treasury, payroll and benefits, risk management, institutional marketing, legal, public relations and compliance. The allocations were $9.8 million and $7.5 million for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively, which are partially offset by estimated annual stand-alone costs of $3.4 million and $2.6 million for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively. Our estimated stand-alone costs were based on assumptions and estimates that we believe were reasonable, but such assumptions and estimates could be proved to be inaccurate over time.

(b) Relates to adjustments for disposal of investments and businesses as follows: (i) removal of the gain resulting from the sales of shares of Visa stock, (ii) removal of the EBITDA of the Health Care Division which was sold to Inmediata Health Group, Corp. a medical transaction processing company, in April 2008 (in exchange for an equity interest in Inmediata Health Group, Corp.) and removal of the gain on sale of this transaction, (iii) removal of gain on sale in April 2010 of our equity interest in Inmediata Health Group, Corp., and removal of the related equity income, (iv) allocations previously charged to the discontinued Venezuela operations and (v) write-off of certain investment securities in the three months ended December 31, 2010.

(c) Represents the elimination of historical non-cash equity in earnings of investments reported in net income from our 53.97% equity ownership in CONTADO and 31.11% equity ownership in Serfinsa, net of cash dividends received from CONTADO. The equity income adjustments include cash dividends from CONTADO of $1.9 million and $1.5 million for the years ended 2009 and 2010, respectively. On March 31, 2011, after a final agreement was reached between Popular and the other shareholders of CONTADO, Popular transferred to us 19.99% of the equity interest in CONTADO. Includes cash dividends from CONTADO of $1.5 million and $0.7 million for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively, offset by CONTADO’s non-cash equity income of $0.8 million and $0.1 million for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—CONTADO and Serfinsa.”

(d) For the nine months ended September 30, 2012 mainly represents a one-time payment of $2.2 million as a result of the former CEO’s employment modification agreement. For the twelve months ended September 30, 2012 and for 2011 periods mainly represents one-time costs related to the VRP and other adjustments related to non-cash equity based compensation. For 2010 periods primarily represents non-recurring bonuses and payroll tax impact of awards given to certain of our employees in connection with the Merger, partially offset by estimated costs for the anticipated reinstatement of the employer’s matching contribution to defined contribution pre-tax savings plan which was suspended in March 2009 and reinstated in March 2011. Also includes other adjustments related to: (i) estimated incremental cost previously impacted by the Troubled Asset Relief Program restrictions, (ii) elimination of severance expense in 2009, (iii) employee benefit cost savings, and (iv) add-back of non-cash equity based compensation.

(e) Adjustment represents the pro forma effect of the expected net savings in compensation and benefits related to the employees that participated in the VRP offered by EVERTEC, LLC during the third quarter of 2011. The pro forma effect was calculated using the actual payroll, benefit and bonus payments of employees participating in the VRP for the 12 month period prior to their termination.

(f) Represents the transaction costs, such as due diligence costs, legal and other advisors’ fees incurred in connection with the Merger.

(g) Primarily relates to professional fees to support additional requirements of a stand-alone entity.

(h) Represents costs relating to the refinancing of the senior secured credit facilities, the issuance of additional notes in the second quarter of 2012 and costs associated with the distribution made to our stockholders also in the second quarter of 2012.

(i) Represents the management fee payable to the equity sponsors which commenced in January 2011. See “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger—Consulting Agreements.”

(j) Represents an estimated adjustment for additional EBITDA to be earned from our processing of Westernbank volumes. The estimate was arrived at using the pricing schedule in the Master Services Agreement as well as management’s estimated related costs of the contribution of additional business volume. Banco Popular de Puerto Rico (“Banco Popular”) acquired Westernbank’s Puerto Rico operations on April 30, 2010, and we did not realize the impact of these additional volumes and associated revenues until the third quarter of 2010. The estimate of Westernbank EBITDA was added to previous periods for comparative purposes, and reflects estimated, rather than observed, impact. See “—Principal Stockholders” and “—Key Relationship with Popular.”

(k) Represents elimination of the effects of purchase accounting in connection with (i) certain customer service and software related arrangements where we receive reimbursements from Popular; and (ii) for 2011, our rights and obligations to buy equity interests in CONTADO and Serfinsa.

(l) Primarily relates to salaries and benefits cost savings on positions vacated in 2009 and not replaced, non-recurring additional property taxes assessed by the government in 2010 and certain non-cash and other adjustments permitted under the senior secured credit facilities and the indenture governing the notes.

(m) Represents the elimination of EBITDA adjustments to reflect the pro forma benefit related to headcount reductions in 2010, post merger stand-alone cost savings and the VRP described in notes (a), (d) and (e) above.

(n) Represents operating depreciation and amortization expense which excludes amounts generated as a result of the Merger.

(o) Represents interest expense adjusted to exclude non-cash amortization of the debt issue cost and accretion of discount and premium.

(p) Represents cash taxes paid for each period presented.

(3) Represents cash interest expense accrued during each period related to our indebtedness (excluding amortization of discount, premiums and debt issuance costs).

(4) Excludes restricted cash of $3.7 million, $6.1 million, $5.3 million and $4.7 million as of December 31, 2009, December 31, 2010, December 31, 2011, and September 30, 2012, respectively.

(5) Working capital is defined as the excess of current assets over current liabilities.

(6) Total net debt is defined as total debt less cash.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as other information contained in this prospectus, before investing in our common stock. If any of the following risks actually occur, our business, financial condition, operating results or cash flow could be materially and adversely affected. Additional risks and uncertainties not presently known to us or not believed by us to be material may also negatively impact us.

Risks Related to Our Business

We expect to continue to derive a significant portion of our revenue from Popular.

Our services to Popular account for a significant portion of our revenues, and we expect that our services to Popular will continue to represent a significant portion of our revenues for the foreseeable future. In 2011, products and services billed through Popular accounted for approximately 46% of our total revenues, of which approximately 29% are derived from core bank processing and related services for Popular and approximately 17% are transaction processing activities driven by third parties. If Popular were to terminate, or fail to perform under, the Master Services Agreement or our other material agreements with Popular, our revenues could be significantly reduced. See “Certain Relationships and Related Party Transactions.”

In 2011, our next largest customer, the Government of Puerto Rico, consolidating all individual agencies and public corporations, represented approximately 11% of our total revenues.

We depend, in part, on our merchant relationships and our alliance with Banco Popular, a wholly-owned subsidiary of Popular, to grow our Merchant Acquiring business. If we are unable to maintain these relationships and this alliance, our business may be adversely affected.

Growth in our Merchant Acquiring business is derived primarily from acquiring new merchant relationships, new and enhanced product and service offerings, cross selling products and services into existing relationships, the shift of consumer spending to increased usage of electronic forms of payment, and the strength of our relationship with Banco Popular. A substantial portion of our business is generated from our ISO Agreement with Banco Popular. See “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger—Independent Sales Organization Sponsorship and Services Agreement.” Banco Popular acts as a merchant referral source and provides sponsorship into the ATH, Visa, Discover and MasterCard networks for merchants, as well as card association sponsorship, clearing and settlement services. We provide transaction processing and related functions. Both alliance partners may provide management, sales, marketing, and other administrative services. We rely on the continuing growth of our merchant relationships, our alliance with Banco Popular and other distribution channels. There can be no guarantee that this growth will continue and the loss or deterioration of these relationships could negatively impact our business and result in a reduction of our revenue and profit.

If we are unable to renew client contracts at favorable terms, we could lose clients and our results of operations and financial condition may be adversely affected.

Failure to achieve favorable renewals of client contracts could negatively impact our business. Our contracts with private clients generally run for a period of one to five years and provide for termination fees upon early termination. Our government contracts generally run for one year without automatic renewal periods due to requirements of the government procurement rules. Our standard merchant contract has an initial term of one or three years, with automatic one-year renewal periods. At the end of the contract term, clients have the opportunity to renegotiate their contracts with us and to consider whether to engage one of our competitors to provide products and services. If we are not successful in achieving high renewal rates and contract terms that are favorable to us, our results of operations and financial condition may be adversely affected.

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We rely on our systems, employees and certain counterparties, and certain failures could materially adversely affect our operations.

Our businesses are dependent on our ability to process, record and monitor a large number of transactions. If any of our financial, accounting, or other data processing systems or applications fail or have other significant shortcomings or limitations, we could be materially adversely affected. We are similarly dependent on our employees. We could be materially adversely affected if one of our employees causes a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business could also be sources of operational risk to us, including relating to breakdowns or failures of such parties’ own systems or employees. Any of these occurrences could diminish our ability to operate one or more of our businesses, or result in potential liability to clients, reputational damage and regulatory intervention, any of which could materially adversely affect us.

We may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses or electrical or telecommunications outages, natural disasters, disease pandemics or other unanticipated damage to property or physical assets. Such disruptions may give rise to losses in service to customers and loss or liability to us. In addition, there is the risk that our controls and procedures as well as business continuity and data security systems prove to be inadequate. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation, regulatory fines or penalties or losses not covered by insurance.

Security breaches or our own failure to comply with privacy regulations and industry security requirements imposed on providers of services to financial institutions and card processing services could harm our business by disrupting our delivery of services and damaging our reputation.

As part of our business, we electronically receive, process, store and transmit sensitive business information of our customers. In addition, we collect personal consumer data, such as names and addresses, social security numbers, driver’s license numbers, cardholder data and payment history records. The uninterrupted operation of our information systems and the confidentiality of the customer/consumer information that resides on such systems are critical to the successful operations of our business. Despite the safeguards we have in place, unauthorized access to our computer systems or databases could result in the theft or publication of confidential information, the deletion or modification of records or could otherwise cause interruptions in our operations. These risks are increased when we transmit information over the Internet. Our visibility in the global payments industry may attract hackers to conduct attacks on our systems that could compromise the security of our data or could cause interruptions in the operations of our businesses and subject us to increased costs, litigation and other liabilities. There is also a possibility of mishandling or misuse, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees acting contrary to our policies, or where such information is intercepted or otherwise improperly taken by third parties. An information breach in the system and loss of confidential information such as credit card numbers and related information could have a longer and more significant impact on the business operations than a hardware failure and could result in claims against us for misuse of personal information, such as identity theft.

Additionally, as a provider of services to financial institutions and card processing services, we are subject directly (or indirectly through our clients) to the same laws, regulations, industry standards and limitations on disclosure of the information we receive from our customers as apply to the customers themselves. If we fail to comply with these regulations, standards and limitations, we could be exposed to suits for breach of contract, governmental proceedings, or prohibitions on card processing services. In addition, as more restrictive privacy laws, rules or industry security requirements are adopted in the future on the federal or local level or by a specific industry body, the change could have an adverse impact on us through increased costs or restrictions on business processes. We may be required to expend significant capital and other resources to comply with mandatory privacy and security standards required by law, industry standard, or contracts.

Any inability to prevent security or privacy breaches or failure to comply with privacy regulations and industry security requirements could cause our existing customers to lose confidence in our systems and terminate their agreements with us, and could inhibit our ability to attract new customers, damage our reputation and/or adversely impact our relationship with administrative agencies.

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We may experience breakdowns in our processing systems that could damage customer relations and expose us to liability.

We depend heavily on the reliability of our processing systems in our core businesses. A system outage or data loss, regardless of reason, could have a material adverse effect on our business, financial condition and results of operations. Not only would we suffer damage to our reputation in the event of a system outage or data loss, but we may also be liable to third parties. Some of our contractual agreements with financial institutions require the crediting of certain fees if our systems do not meet certain specified service levels. To successfully operate our business, we must be able to protect our processing and other systems from interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but are not limited to, fire, natural disasters, telecommunications failure, computer viruses, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose critical data or experience system failures. We perform the vast majority of disaster recovery operations ourselves, though we utilize select third parties for some aspects of recovery. To the extent we outsource our disaster recovery, we are at risk of the vendor’s unresponsiveness in the event of breakdowns in our systems. Furthermore, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

Lack of system integrity, fraudulent payments or credit quality related to funds settlement could result in a financial loss.

We settle funds on behalf of financial institutions, other businesses and consumers and process funds transactions from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types. Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, ACH payments and check clearing that supports consumers, financial institutions and other businesses. These payment activities rely upon the technology infrastructure that facilitates the verification of activity with counterparties, the facilitation of the payment and, in some cases, the detection or prevention of fraudulent payments. If the continuity of operations, integrity of processing, or ability to detect or prevent fraudulent payments were compromised this could result in a financial loss to us.

We may experience defects, development delays, installation difficulties, system failure, or other service disruptions with respect to our technology solutions, which would harm our business and reputation and expose us to potential liability.

Many of our services are based on sophisticated software, technology and computing systems, and we may encounter delays when developing new technology solutions and services. Further, the technology solutions underlying our services have occasionally contained and may in the future contain undetected errors or defects when first introduced or when new versions are released. In addition, we may experience difficulties in installing or integrating our technologies on platforms used by our customers. Finally, our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses or other cyber attacks. Defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result in: (1) interruption of business operations; (2) delay in market acceptance; (3) additional development and remediation costs; (4) diversion of technical and other resources; (5) loss of customers; (6) negative publicity; or (7) exposure to liability claims.

Any one or more of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

The ability to adopt technology to changing industry and customer needs or trends may affect our competitiveness or demand for our products, which may adversely affect our operating results.

Changes in technology may limit the competitiveness of and demand for our services. Our businesses operate in industries that are subject to technological advancements, developing industry standards and changing

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customer needs and preferences. Also, our customers continue to adopt new technology for business and personal uses. We must anticipate and respond to these industry and customer changes in order to remain competitive within our relative markets. For example, the ability to adopt technological advancements surrounding POS technology available to merchants could have an impact on our Merchant Acquiring business. Our inability to respond to new competitors and technological advancements could impact all of our businesses.

Consolidations in the banking and financial services industry could adversely affect our revenues by eliminating existing or potential clients and making us more dependent on a more limited number of clients.

In recent years, there have been a number of mergers and consolidations in the banking and financial services industry. Mergers and consolidations of financial institutions reduce the number of our clients and potential clients, which could adversely affect our revenues. Further, if our clients fail or merge with or are acquired by other entities that are not our clients, or that use fewer of our services, they may discontinue or reduce their use of our services. It is also possible that the larger banks or financial institutions resulting from mergers or consolidations would have greater leverage in negotiating terms with us or could decide to perform in-house some or all of the services which we currently provide or could provide. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

We are subject to the credit risk that our merchants will be unable to satisfy obligations for which we may also be liable.

We are subject to the credit risk of our merchants being unable to satisfy obligations for which we also may be liable. For example, as the merchant acquirer, we are contingently liable for transactions originally acquired by us that are disputed by the card-holder and charged back to the merchants. If we or Banco Popular are unable to collect this amount from the merchant, due to the merchant’s insolvency or other reasons, we will bear the loss for the amount of the refund paid to the cardholder. Notwithstanding our adherence to industry standards with regards to the acceptance of new merchants and certain steps to screen for credit risk, it is possible that a default on such obligations by one or more of our merchants could have a material adverse effect on our business.

Increased competition or changes in consumer spending or payment preferences could adversely affect our business.

A decline in the market for our services, either as a result of increased competition, a decrease in consumer spending or a shift in consumer payment preferences, could have a material adverse effect on our business. We may face increased competition in the future as new companies enter the market and existing competitors expand their services. Some of these competitors could have greater overall financial, technical and marketing resources than us, which could enhance their ability to finance acquisitions, fund internal growth and respond more quickly to professional and technological changes. Some competitors could have or may develop a lower cost structure. New competitors or alliances among competitors could emerge, resulting in a loss of business for us and a corresponding decline in revenues and profit margin. Further, if consumer confidence decreases in a way that adversely affects consumer spending, we could experience a reduction in the volume of transactions we process. In addition, if we fail to respond to changes in technology or consumer payment preferences, we could lose business to competitors.

Changes in credit card association or other network rules or standards could adversely affect our business.

In order to provide our transaction processing services, we, Banco Popular, and several of our subsidiaries are registered with or certified by Visa, Discover and MasterCard and other networks as members or service providers for member institutions. As such, we and many of our customers are subject to card association and network rules that could subject us or our customers to a variety of fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us, acquirer customers, processing customers and merchants. Visa, Discover, MasterCard and other networks, some of which are our competitors, set the standards with respect to which we must comply. The termination of Banco Popular’s or our subsidiaries’ member registration or our subsidiaries’ status as a certified service provider, or any changes in card association or other network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to or through our customers, could have an adverse effect on our business, operating results and financial condition.

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Changes in interchange fees or other fees charged by card associations and debit networks could increase our costs or otherwise adversely affect our business.

From time to time, card associations and debit networks change interchange, processing and other fees, which could impact our Merchant Acquiring and Payment Processing businesses. It is possible that competitive pressures will result in our Merchant Acquiring and Payment Processing businesses absorbing a portion of such increases in the future, which would increase our operating costs, reduce our profit margin and adversely affect our business, operating results and financial condition.

Our revenues from the sale of services to merchants that accept Visa, Discover and MasterCard cards are dependent upon our continued Visa, Discover and MasterCard registration and financial institution sponsorship.

In order to provide our Visa, Discover and MasterCard transaction processing services, we must be registered as a merchant processor of Visa, Discover and MasterCard. These designations are dependent upon our being sponsored by member clearing banks of those organizations. If our sponsor banks should stop providing sponsorship for us, we would need to find another financial institution to serve as a sponsor, which could prove to be difficult and/or more expensive. If we are unable to find a replacement financial institution to provide sponsorship we may no longer be able to provide processing services to the affected customers which would negatively impact our revenues and earnings.

Changes in laws, regulations and enforcement activities may adversely affect the products, services and markets in which we operate.

We and our customers are subject to Federal, Puerto Rico and other countries’ laws, rules and regulations that affect the electronic payments industry in the countries in which our services are used. In particular, our customers are subject to numerous regulations applicable to banks, financial institutions, processors and card issuers in the United States and abroad, and, consequently, we are at times affected by such laws, rules and regulations. Failure to comply may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service, and/or the imposition of civil and criminal penalties, including fines which could have an adverse effect on our financial condition. In addition, even an inadvertent failure by us to comply with laws, rules and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our reputation or brands.

Furthermore, regulation of the electronic payment card industry, including regulations applicable to us and our customers, has increased significantly in recent years. There is also increasing scrutiny by the U.S. Congress of the manner in which payment card networks and card issuers set various fees, from which some of our customers derive significant revenue. For example, on July 21, 2010, the Wall Street Reform Consumer Protection Act (the “Dodd-Frank Act”) was signed into law in the United States, which includes Section 1075 (commonly referred to as the “Durbin Amendment”). To implement this provision, the Federal Reserve adopted rules which took effect on October 1, 2011 and April 1, 2012. These rules, among other things, place certain restrictions on the interchange transaction fees that a card issuer can receive for an electronic debit transaction originated at a merchant and also places various exclusivity prohibitions and routing requirements on such transactions. To date, the Durbin Amendment has had mixed implications for our business, but the overall net impact has been positive. However, we cannot assure you that this trend will continue, and we believe that any future impact (positive or negative) resulting from the Durbin Amendment is uncertain due to the competitive landscape in which we operate. See “Business—Government Regulation and Payment Network Rules—Regulatory Reform and Other Legislative Initiatives.”

Further changes to laws, rules and regulations, or interpretation or enforcement thereof, could have a negative financial effect on us. We have structured our business in accordance with existing tax laws and interpretations of such laws. Changes in tax laws or their interpretations could decrease the value of revenues we receive and the amount of our cash flow and have a material adverse impact on our business.

Our business concentration in Puerto Rico imposes risks.

For the fiscal year ended December 31, 2011, approximately 88% of our total revenues were generated from our operations in Puerto Rico. In addition, some of our total revenues generated from our operations outside

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Puerto Rico are dependent upon our operations in Puerto Rico. Since 2006, the Puerto Rico economy has been experiencing recessionary conditions. Continuing economic decline or other adverse political developments, natural disasters (including hurricanes), and other events could affect, among other things, our customer base, general consumer spending, our cost of operations, our ability to provide services and our physical locations, property and equipment and could have a material adverse effect on our business, financial condition and results of operations.

There are risks associated with our presence in international markets, including political or economic instability.

Our financial performance may be significantly affected by general economic, political and social conditions in the emerging markets where we operate. Many countries in Latin America have suffered significant economic, political and social crises in the past, and these events may occur again in the future. Instability in Latin America has been caused by many different factors, including:

• significant governmental influence over local economies;

• substantial fluctuations in economic growth;

• high levels of inflation;

• exchange controls or restrictions on expatriation of earnings;

• high domestic interest rates;

• wage and price controls;

• changes in governmental economic or tax policies;

• imposition of trade barriers;

• unexpected changes in regulation which may restrict the movement of funds or result in the deprivation of contract rights or the taking of property without fair compensation; and

• overall political, social and economic instability.

Adverse economic, political and social conditions in the Latin America markets where we operate may create uncertainty regarding our operating environment, which could have a material adverse effect on our company.

Our business in countries outside the United States and transactions with foreign governments increase our compliance risks.

Our operations outside the United States could expose us to trade and economic sanctions or other restrictions imposed by the United States or other local governments or organizations. The U.S. Departments of the Treasury and Justice (“Treasury”), the Securities and Exchange Commission (“SEC”) and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, the Foreign Corrupt Practices Act (“FCPA”) and other federal statutes. Under economic sanctions laws, the Treasury may seek to impose modifications to business practices, including cessation of business activities involving sanctioned countries, and modifications to compliance programs, which may increase compliance costs. In addition, we are also subject to compliance with local government regulations. If any of the risks described above materialize, it could adversely impact our business, operating results and financial condition.

These regulations also prohibit improper payments or offers of payments to foreign governments and their officials and political parties by the United States and other business entities for the purpose of obtaining or retaining business. We have operations and deal with government entities and financial institutions in countries known to experience corruption, particularly certain emerging countries in Latin America, and further international expansion may involve more of these countries. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or consultants that could be in violation of various laws including the FCPA, even though these parties are not always subject to our control. Our existing safeguards and any future improvements may prove to be less than effective, and our employees or consultants may engage in

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conduct for which we may be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

We are also subject to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security which regulates the export, re-export and re-transfer abroad of items made or originating in the United States as well as the transfer of U.S.-origin technology abroad. We have adopted an Export Management Compliance Policy, a comprehensive compliance program under which the goods and technologies that we export are identified and classified under the EAR to make sure they are being exported in compliance with the requirements of the EAR. However, there can be no assurance that we have not violated the EAR in past transactions or that our new policies and procedures will prevent us from violating the EAR in every transaction in which we engage. Any such violations of the EAR could result in fines, penalties or other sanctions being imposed on us, which could negatively affect our business, operating results and financial condition.

We and our subsidiaries conduct business with financial institutions and/or card payment networks operating in countries whose nationals, including some of our customers’ customers, engage in transactions in countries that are the targets of U.S. economic sanctions and embargoes. If we are found to have failed to comply with applicable U.S. sanctions laws and regulations in these instances, we and our subsidiaries could be exposed to fines, sanctions and other penalties or other governmental investigations.

We and our subsidiaries conduct business with financial institutions and/or card payment networks operating in countries whose nationals, including some of our customers’ customers, engage in transactions in countries that are the target of U.S. economic sanctions and embargoes, including Cuba. As a U.S.-based entity, we and our subsidiaries are obligated to comply with the economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). These regulations prohibit U.S.-based entities from entering into or facilitating unlicensed transactions with, for the benefit of, or in some cases involving the property and property interests of, persons, governments, or countries designated by the U.S. government under one or more sanctions regimes. Failure to comply with these sanctions and embargoes may result in material fines, sanctions or other penalties being imposed on us. In addition, various state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business involving sanctioned countries or entities.

For these reasons, we have established risk-based policies and procedures designed to assist us and our personnel in complying with applicable U.S. laws and regulations. These policies and procedures include the use of software to screen transactions we process for evidence of sanctioned-country and persons involvement. Consistent with a risk-based approach and the difficulties of identifying all transactions of our customers’ customers that may involve a sanctioned country, there can be no assurance that our policies and procedures will prevent us from violating applicable U.S. laws and regulations in every transaction in which we engage, and such violations could adversely affect our reputation, business, financial condition and results of operations.

Because we process transactions on behalf of the aforementioned financial institutions through the aforementioned payment networks, we have processed a limited number of transactions potentially involving sanctioned countries and there can be no assurances that, in the future, we will not inadvertently process such transactions. Due to a variety of factors, including technical failures and limitations of our transaction screening process, conflicts between U.S. and local laws, political or other concerns in certain countries in which we and our subsidiaries operate, and/or failures in our ability effectively to control employees operating in certain non-U.S. subsidiaries, we have not rejected every transaction originating from or otherwise involving sanctioned countries, or persons and there can be no assurances that, in the future, we will not inadvertently fail to reject such transactions.

On June 25, 2010, EVERTEC, LLC discovered potential violations of the Cuban Assets Control Regulations (“CACR”), which are administered by OFAC, which occurred due to an oversight in the activation of screening parameters for two customers located in Haiti and Belize. Upon discovery of these potential violations, EVERTEC, LLC initiated an internal review and submitted an initial notice of voluntary self-disclosure to OFAC on July 1, 2010. OFAC responded to this initial report with requests for additional information and EVERTEC, LLC provided the information requested on September 24, 2010 in its final notice of voluntary self-disclosure, which also included information on the remedial measures and new and enhanced internal controls adopted by EVERTEC, LLC

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to avoid this situation in the future. These potential violations involved a small number of processed transactions from Cuba compared to the overall number of transactions processed for these customers during the two-month period in which the screening failures occurred. Nevertheless, should OFAC determine that these activities constituted violations of U.S. sanctions regulations, civil penalties and/or criminal fines, could be assessed against EVERTEC, LLC. We cannot predict the timing or ultimate outcome of the OFAC review, the total costs to be incurred in response to this review, the potential impact on our personnel, the effect of implementing any further measures that may be necessary to ensure full compliance with U.S. sanctions regulations, or to what extent, if at all, we could be subject to penalties or other governmental investigations.

Separately, on September 15, 2010, EVERTEC, LLC submitted an initial notice of voluntary self-disclosure to OFAC regarding certain activities of its former Venezuelan subsidiary, EVERTEC de Venezuela, C.A. (“EVERTEC Venezuela”) (which ceased being a subsidiary of EVERTEC, LLC after the closing of the Merger) and one of EVERTEC, LLC’s Costa Rican subsidiaries (which continues to be a subsidiary of EVERTEC, LLC after the closing of the Merger). This initial self-disclosure informed OFAC that these subsidiaries appeared to have been involved in processing Cuba-related credit card transactions that EVERTEC, LLC and the subsidiaries believed they could not reject under governing local law and policies, but which nevertheless may not be consistent with the CACR. With respect to EVERTEC, LLC and its former Venezuelan subsidiary, we disclosed that they completely ceased processing Cuba-related transactions for financial institutions operating in Venezuela on September 4, 2010. We also disclosed that EVERTEC, LLC’s Costa Rican subsidiary completely ceased processing Cuba-related credit card transactions for financial institutions operating in Costa Rica in January 2009. In addition, it was also disclosed that EVERTEC, LLC’s Costa Rican subsidiary’s switch had served as a conduit through which information about Cuban-related debit card transactions was transmitted to credit card associations and issuer banks, which made the decisions to approve or reject the transactions.

On November 15, 2010, EVERTEC, LLC submitted its final notice of voluntary self-disclosure on these transactions to OFAC. The final report indicated the measures that we had taken to determine the amount of the credit transactions relating to Cuba that had not been rejected between 2007 and 2010. In addition, we confirmed that EVERTEC, LLC terminated the routing of the Cuban-related debit card transaction information on September 30, 2010. While the credit and debit card transactions at issue represent a small proportion of the overall number of transactions processed for these financial institutions, the transactions occurred over an extended period of time. Should OFAC determine that EVERTEC, LLC’s processing activities constituted violations of the CACR, civil or criminal penalties could be assessed against EVERTEC, LLC and/or its subsidiaries. We cannot predict the timing, total costs or ultimate outcome of any OFAC review, the cost or effect of implementing any further measures that may be necessary to ensure full compliance with U.S. sanctions regulations or to what extent, if at all, we could be subject to penalties or governmental investigations.

Popular agreed to specific indemnification obligations with respect to all of the matters described above and certain other matters, in each case, subject to the terms and conditions contained in the Merger Agreement. However, we cannot assure you that we will be able to fully collect any claims made with respect to such indemnities or that Popular will satisfy its indemnification obligations to us. See “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger—Merger Agreement.”

Our expansion and selective acquisition strategy exposes us to risks, including the risk that we may not be able to successfully integrate acquired businesses.

As part of our growth strategy, we evaluate opportunities for acquiring complementary businesses that may supplement our internal growth. However, there can be no assurance that we will be able to identify and purchase suitable operations. In addition, the success of any acquisition depends in part on our ability to integrate the acquired company, which may involve unforeseen difficulties and may require a disproportionate amount of our management’s attention and our financial and other resources. Although we conduct due diligence investigations prior to each acquisition, there can be no assurance that we will discover all operational deficiencies or material liabilities of an acquired business for which we may be responsible as a successor owner or operator. The failure to successfully integrate these acquired businesses or to discover such liabilities could adversely affect our operating results.

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Failure to protect our intellectual property rights and defend ourselves from potential patent infringement claims may diminish our competitive advantages or restrict us from delivering our services.

Our trademarks, proprietary software, and other intellectual property, including technology/software licenses, are important to our future success. For example, the ATH trademark and trade name is widely recognized in Latin America and the Caribbean and is associated with quality and reliable service. Therefore, such marks represent substantial intangible assets and are important to our business. Limitations or restrictions on our ability to use such marks or a diminution in the perceived quality associated therewith could have an adverse impact on the growth of our businesses. We also rely on proprietary software and technology, including third party software that is used under licenses. It is possible that others will independently develop the same or similar software or technology, which would permit them to compete with us more efficiently. Furthermore, if any of the third party software or technology licenses are terminated, not properly assigned to us, or otherwise determined to be unenforceable, then we would have to obtain a comparable license, which may involve increased license fees and other costs.

Despite our efforts to protect our proprietary or confidential business know-how and other intellectual property rights, unauthorized parties may attempt to copy or misappropriate certain aspects of our services, infringe upon our rights, or to obtain and use information that we regard as proprietary. Policing such unauthorized use of our proprietary rights is often very difficult, and therefore, we are unable to guarantee that the steps we have taken will prevent misappropriation of our proprietary software/technology or that the agreements entered into for that purpose will be effective or enforceable in all instances. Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our results of operations or financial condition. Our registrations and/or applications for trademarks, copyrights, and patents could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with maximum protection or meaningful advantage. If we are unable to maintain the proprietary nature of our software or technologies, we could lose competitive advantages and our businesses may be materially adversely affected. Furthermore, the laws of certain foreign countries in which we do business or contemplate doing business in the future may not protect intellectual property rights to the same extent as do the laws of the United States. Adverse determinations in judicial or administrative proceedings could prevent us from selling our services and products, or prevent us from preventing others from selling competing services, and may result in a material adverse effect on our business, financial condition and results of operations.

If our applications or services or third party applications upon which we rely are found to infringe the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

As our IT applications and services develop, we are increasingly subject to potential claims for intellectual property infringement, for example, patent or copyright infringement. Any such claims, even if lacking merit, could: (i) be expensive and time-consuming to defend; (ii) cause us to cease making, licensing or using software or applications that incorporate the challenged intellectual property; (iii) require us to redesign our software or applications, if feasible; (iv) divert management’s attention and resources; and (v) require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies. Unfavorable resolution of these claims could result in us being restricted from delivering the related service and products, liable for damages, or otherwise result in a settlement that could be material to us.

The ability to recruit, retain and develop qualified personnel is critical to our success and growth.

All of our businesses function at the intersection of rapidly changing technological, social, economic and regulatory developments that requires a wide ranging set of expertise and intellectual capital. For us to successfully compete and grow, we must retain, recruit and develop the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. In addition, we must develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. However, the market for qualified personnel is competitive and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot assure you that key personnel, including executive officers, will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on us.

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Failure to comply with state and federal antitrust requirements could adversely affect our business.

Due to our ownership of the ATH network and our Merchant Acquiring and Payment Processing business in Puerto Rico, we are involved in a significant percentage of the debit and credit card transactions conducted in Puerto Rico each day. Regulatory scrutiny of, or regulatory enforcement action in connection with, compliance with state and federal antitrust requirements could have a material adverse effect on our reputation and business.

The market for our electronic commerce services is evolving and may not continue to develop or grow rapidly enough for us to maintain and increase our profitability.

If the number of electronic commerce transactions does not continue to grow or if consumers or businesses do not continue to adopt our services, it could have a material adverse effect on the profitability of our business, financial condition and results of operations. We believe future growth in the electronic commerce market will be driven by the cost, ease-of-use, and quality of products and services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to adopt our services.

The historical financial information for certain periods presented in this prospectus may not be representative of our results as a consolidated, stand-alone company and may not be a reliable indicator of our future results.

The historical financial statements of EVERTEC, LLC for certain periods included in this prospectus were prepared on a “carved-out” basis from Popular’s consolidated financial statements and do not reflect our operations as a separate stand-alone entity for such periods. Because our businesses were either wholly-owned subsidiaries of Popular, or were operated as divisions of wholly-owned subsidiaries of Popular, the historical financial statements for certain periods include assets, liabilities, revenues and expenses directly attributable to our operations and allocations to us of certain corporate expenses of Popular. These expenses for corporate services, which include expenses for accounting, tax, treasury, payroll and benefits administration, risk management, legal, public relations and compliance, have been allocated to us on the basis that management considers to reflect most fairly or reasonably the utilization of the services provided to or the benefit obtained by businesses comprising our company. However, the historical financial statements do not necessarily reflect what our financial position and results of operations would have been if we had been operated as a stand-alone entity during such periods, and may not be indicative of future results of operations or financial position. See “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger—Transition Services Agreement” for further detail on the transition services provided by Popular.

We are a holding company and rely on dividends and other payments, advances and transfers of funds from our subsidiaries to meet our dividend and other obligations.

We have no direct operations and no significant assets other than ownership of 100% of the stock of Holdings, which in turn has no significant assets other than ownership of 100% of the membership interests of EVERTEC, LLC. Because we conduct our operations through our subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, and to pay any dividends with respect to our common stock. Legal and contractual restrictions in the senior secured credit facilities and the indenture governing the notes and other agreements which may govern future indebtedness of our subsidiaries, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from, or other available assets of, our subsidiaries may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or other obligations.

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As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements. We will be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement; (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws. For so long as we remain an emerging growth company, we will not be required to:

• have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

• submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

• include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and instead may provide a reduced level of disclosure concerning executive compensation.

We may choose to take advantage of some but not all of these reduced burdens and, if we do, the information that we provide you in our public filings may be different than that of other public companies. In this prospectus we have taken advantage of reduced financial reporting requirements available under the JOBS Act for an emerging growth company in the registration statement for its initial public offering. Specifically, we have provided only two years of audited financial statements and selected financial data and related discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If some investors find our common stock less attractive as a result of these reduced disclosure obligations, there may be a less active trading market for our common stock and our stock price may be more volatile, which could cause our stock price to decline. Furthermore, because investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as that of other companies in our industry, we may have more difficulty raising additional capital, potentially adversely impacting our financial condition.

Section 107 of the JOBS Act also provides that an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable pursuant to Section 107 of the JOBS Act.

The exact implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may no longer satisfy the conditions of an emerging growth company. We are currently evaluating and monitoring developments with respect to these new rules and we cannot assure you that we will be able to take advantage of all of the benefits from the JOBS Act.

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Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes and the senior secured credit facilities.

We are highly leveraged. As of September 30, 2012, the total principal amount of our indebtedness, before giving effect to discounts and premiums, was approximately $745.5 million. Our high degree of leverage could have important consequences for you, including:

• increasing our vulnerability to adverse economic, industry or competitive developments;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under the senior secured credit facilities, will be at variable rates of interest;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our other debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

For the year ended December 31, 2011 and the nine months ended September 30, 2012, our cash interest expense on the senior secured credit facilities amounted to $19.3 million and $16.5 million, respectively. Our interest expense could increase if interest rates increase because the entire amount of the indebtedness under the senior secured credit facilities bears interest at a variable rate. At September 30, 2012, we had approximately $495.0 million aggregate principal amount of variable rate indebtedness under the senior secured credit facilities. A 100 basis point increase in the applicable margins over our floor(s) on our debt balances outstanding as of September 30, 2012 under the senior secured credit facilities would increase our annual interest expense by approximately $5.0 million.

Despite our high indebtedness level, we and our subsidiaries still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, some of which may be secured. Although the agreement governing the senior secured credit facilities and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness, including secured indebtedness, that could be incurred in compliance with these restrictions could be substantial.

In addition to the $50.0 million which is available for borrowing under the revolving credit facility, the terms of the senior secured credit facilities enable us to increase the amount available under the term loan and/or revolving credit facilities if we are able to obtain loan commitments from banks and satisfy certain other conditions. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we face would increase. In addition, the indenture does not prevent us from incurring obligations that do not constitute indebtedness under such indenture. See “Description of Certain Indebtedness.”

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Our debt agreements contain restrictions that limit our flexibility in operating our business.

The indenture governing the notes and the agreement governing the senior secured credit facilities contain, and any future indebtedness we incur may contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

• incur additional indebtedness or issue certain preferred shares;

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. In addition, the covenants in the senior secured credit facilities require us to maintain a maximum senior secured leverage ratio and also limit our capital expenditures. A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions and, in the case of the revolving credit facility, permit the lenders to cease making loans to us. Upon the occurrence of an event of default under the senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. Such actions by those lenders could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit facilities. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, the proceeds from the sale or foreclosure upon such assets will first be used to repay debt under the senior secured credit facilities and we may not have sufficient assets to repay our unsecured indebtedness thereafter. See “Description of Certain Indebtedness—Senior Secured Credit Facilities.”

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture governing the notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding

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indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Repayment of our debt is dependent on cash flow generated by our subsidiaries.

Repayment of our indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness (including covenants in the senior secured credit facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default,

• the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;

• the lenders under the senior secured credit facilities could elect to terminate their revolving commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and

• we could be forced into bankruptcy or liquidation.

If our operating performance declines, we may in the future need to obtain waivers from the required lenders under the senior secured credit facilities or any other indebtedness to avoid being in default. If we breach our covenants under the senior secured credit facilities or any other indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the senior secured credit facilities or any other indebtedness, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

Risks Related to This Offering

There is no existing market for our common stock, and we do not know if one will develop, which could impede your ability to sell your shares and may depress the market price of our common stock.

There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting (Conflicts of Interest).” Consequently, you may be unable to sell our common stock at prices equal to or greater than the price you pay in this offering.

The interests of our principal stockholders may conflict with or differ from your interests as a stockholder.

After the consummation of this offering, Apollo will own approximately     % of our common stock, assuming the underwriters do not exercise their option to purchase additional shares, or     % if the underwriters exercise their option in full and Popular will own approximately     % of our common

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stock, assuming the underwriters do not exercise their option to purchase additional shares, or     % if the underwriters exercise their option in full. After the consummation of this offering, the group consisting of Apollo and Popular will beneficially own     % of our shares of outstanding common stock, assuming the underwriters do not exercise their option to purchase up to              additional shares from the selling stockholders. As a result, subject to the Stockholder Agreement described in this prospectus, Apollo and Popular will continue to control all matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions, appointment of members to our management, election of directors and our corporate and management policies. The interests of Apollo and/or Popular could conflict with your interests as a holder of our common stock. For example, the concentration of ownership held by Apollo and Popular, along with Popular’s right to terminate certain of its agreements with us in certain situations upon a change of control of EVERTEC, LLC, could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that you as a stockholder may otherwise view favorably. See “Certain Relationships and Related Party Transactions” for a description of the circumstances under which Popular may terminate certain of its agreements with us. Further, Apollo and Popular will realize substantial benefits from the sale of their shares in this offering. A sale of a substantial number of shares of stock in the future by Apollo or Popular could cause our stock price to decline.

Furthermore, Popular operates in the financial services industry and Apollo Management and its affiliates are in the business of managing funds that make investments in companies and one or more of them may from time to time manage funds that acquire and hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major customers of our business. Funds managed by Apollo Management and its affiliates and/or Popular may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Our certificate of incorporation will provide that we expressly renounce any interest or expectancy in any business opportunity, transaction or other matter in which any of our stockholders or any director nominated by Apollo or Popular participates or desires or seeks to participate in, even if the opportunity is one that we would reasonably be deemed to have pursued if given the opportunity to do so. See “Certain Relationships and Related Party Transactions—Stockholder Agreement” and “Description of Capital Stock—Corporate Opportunity.”

We will be a “controlled company” within the meaning of the              rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon the closing of this offering, Apollo and Popular as a group will continue to control a majority of our voting common stock. As a result, we will be a “controlled company” within the meaning of applicable corporate governance standards. Under the              rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that we have a majority of independent directors on our Board;

• the requirement that we have a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and compensation committees.

Following this offering, we intend to utilize the foregoing exemptions from the applicable corporate governance requirements. As a result, we will not have a majority of independent directors nor a separate nominating committee. In addition, our compensation committees will not consist entirely of independent directors and we will not be required to have an annual performance evaluation of the compensation committees. See “Management.” Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance requirements.

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Certain underwriters have interests in this offering beyond customary underwriting discounts; specifically, certain underwriters are affiliates of our controlling stockholders.

We expect that each of Apollo Global Securities, LLC, an affiliate of Apollo Management, and Popular Securities, Inc., an affiliate of Popular, will be an underwriter of this offering. Since each of Apollo and Popular owns more than 10% of our outstanding common stock, a “conflict of interest” would be deemed to exist under Rule 5121(f)(5)(B) of the Conduct Rules of the Financial Industry Regulatory Authority, or FINRA. There may be a conflict of interest between such underwriter’s interests (e.g., in negotiating the initial public offering price) and your interest as a purchaser. As affiliates of participants in this offering that may seek to realize the value of their investments in us, these underwriters could have interests beyond customary underwriting discounts. Accordingly, we intend that this offering will be made in compliance with the applicable provisions of Rule 5121. Since neither Apollo Global Securities, LLC nor Popular Securities, Inc. is primarily responsible for managing this offering, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. As such, neither Apollo Global Securities, LLC nor Popular Securities, Inc. will confirm sales to accounts in which it exercises discretionary authority without the prior written consent of the customer.

The price of our common stock may fluctuate significantly and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock. The market price for our common stock could fluctuate significantly for various reasons, including:

• our operating and financial performance and prospects;

• changes in earnings estimates or recommendations by securities analysts who track our common stock or industry;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

• sales of common stock by us, our stockholders, Apollo or its affiliates, Popular or members of our management team.

In addition, the stock market has experienced significant price and volume fluctuations in recent years. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

We currently have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

We currently have no plans to pay regular dividends on our common stock. Any payment of future dividends will be at the discretion of our Board and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions applying to the payment of dividends, and other considerations that our Board deems relevant. The terms of the senior secured credit facility and the indenture governing the notes include limitations on our ability to pay dividends and/or the ability of our subsidiaries to pay dividends to us. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment.

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Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

We may sell additional shares of common stock in subsequent public offerings or otherwise, including to finance acquisitions. Our amended and restated certificate of incorporation will authorize us to issue                  shares of common stock, of which                  shares will be outstanding upon consummation of this offering. The outstanding share number includes shares that we or the selling stockholders are selling in this offering, which may be resold immediately in the public market. The remaining outstanding shares are restricted from immediate resale under the lock-up agreements with the underwriters described in the “Underwriting (Conflicts of Interest)” section of this prospectus, but may be sold into the market in the near future. Following the expiration of the applicable lock-up period, which is      days after the date of this prospectus,                  shares of our common stock will be freely transferable without restriction or further registration under the Securities Act, except for any such shares which are held or may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. See “Shares Eligible for Future Sale” for a discussion of the shares of our common stock that may be sold into the public market in the future. Pursuant to the Stockholder Agreement with Apollo and Popular, each of Apollo and Popular have certain rights to demand underwritten registered offerings in respect of the approximately                  shares of common stock that they will own immediately following this offering, and we have granted Apollo, Popular and certain members of management incidental registration rights, in respect of shares of common stock. Upon the effectiveness of such a registration statement, all shares covered by the registration statement would be freely transferable. See “Certain Relationships and Related Party Transactions—Stockholder Agreement.”

As soon as practicable after the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering                  shares of our common stock reserved for issuance under the Equity Incentive Plan. Accordingly, shares of our common stock registered under such registration statement may become available for sale in the open market upon grants under the Equity Incentive Plan, subject to vesting restrictions, Rule 144 limitations applicable to our affiliates and the contractual lock-up provisions described below.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including any shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

Our organizational documents and Stockholder Agreement may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

Provisions of our amended and restated certificate of incorporation, bylaws and the Stockholder Agreement may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board. These provisions include:

• granting to each of Apollo and Popular, for so long as it, together with its respective affiliates, owns certain percentages of our outstanding common stock, the right to nominate a certain number of directors and the sole right to remove any director nominated by it, with or without cause, and to fill any vacancy caused by the removal of any such director;

• prohibiting cumulative voting in the election of directors;

• authorizing the issuance of “blank check” preferred stock without any need for action by stockholders other than Apollo and Popular;

• prohibiting stockholders from acting by written consent unless the action is taken by unanimous written consent;

• requiring that each of Apollo and Popular, for so long as it, together with its respective affiliates, owns at least 20% of our outstanding common stock, approve certain corporate actions before we may take those actions, including amendments to our organizational documents, equity issuances, acquisitions or dispositions of material assets and certain other significant matters; and

• establishing advance notice requirements, if Apollo and Popular, together with their respective affiliates, cease to own at least     % of our outstanding common stock, for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.

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Our issuance of shares of preferred stock could delay or prevent a change in control of us. Our Board has authority to issue shares of preferred stock, subject to the approval of each of Apollo and Popular for so long as it, together with its respective affiliates, owns at least 20% of our outstanding common stock and the approval of at least one director nominated by each of Apollo and Popular for so long as it, together with its respective affiliates, owns at least 10% of our outstanding common stock. Our Board may issue preferred stock in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of our preferred stock may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders, even where stockholders are offered a premium for their shares.

In addition, Apollo and Popular, under and subject to the Stockholder Agreement, will have significant control over matters requiring board or stockholder approval, including the election of directors, amendment of our organizational documents and certain corporate transactions. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement.”

Together, our amended and restated certificate of incorporation, bylaws and Stockholder Agreement could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant common stock owned by Apollo and Popular following this offering and their individual rights to nominate a specified number of directors in certain circumstances, could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. See “Description of Capital Stock—Certain Anti-Takeover, Limited Liability and Indemnification Provisions.”

You will experience an immediate and substantial dilution in the net tangible book deficit of the common stock you purchase.

After giving effect to this offering and the other adjustments described elsewhere in this prospectus under “Dilution,” we expect that our pro forma as adjusted net tangible book deficit as of September 30, 2012 would be $         per share. Based on an assumed initial public offering price of $         per share, the midpoint of the estimated offering range set forth on the cover page of this prospectus, you will experience immediate and substantial dilution of approximately $         per share in net tangible book deficit of the common stock you purchase in this offering. See “Dilution,” including the discussion of the effects on dilution from a change in the price of this offering.

The additional requirements of having a class of publicly traded equity securities may strain our resources and distract management.

Even though EVERTEC, LLC currently files reports with the SEC, after the consummation of this offering, we will be subject to additional reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, (the “Sarbanes-Oxley Act”), and the Dodd-Frank Act. The Dodd-Frank Act effects comprehensive changes to public company governance and disclosures in the United States and will subject us to additional federal regulation. We cannot predict with any certainty the requirements of the regulations ultimately adopted or how the Dodd-Frank Act and such regulations will impact the cost of compliance for a company with publicly traded common stock. We are currently evaluating and monitoring developments with respect to the Dodd-Frank Act and other new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of

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specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a company with publicly traded common stock and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee, and qualified executive officers.

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. These requirements may place a strain on our systems and resources. Under Section 404 of the Sarbanes-Oxley Act, we will be required to include a report of management on our internal control over financial reporting in our Annual Reports on Form 10-K beginning with the Form 10-K for the year ending December 31, 2013. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. If we are unable to conclude that our disclosure controls and procedures and internal control over financial reporting are effective, or if we are no longer an emerging growth company and our independent public accounting firm is unable to provide us with an unqualified report on our internal control over financial reporting in future years, investors may lose confidence in our financial reports and our stock price may decline.

We have broad discretion to apply the proceeds to us from this offering, and we may use them in ways that may not enhance our operating results or the price of our common stock.

Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways our stockholders may not agree with or that do not yield a favorable return, if at all. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about our company or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing information and other information that is not historical information. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business and could impact our business in the future are:

• our reliance on our relationship with Popular for a significant portion of our revenues and with Banco Popular, Popular’s principal banking subsidiary, to grow our Merchant Acquiring business;

• our ability to renew our client contracts on terms favorable to us;

• our dependence on our processing systems, technology infrastructure, security systems and fraudulent payment detection systems, as well as on our personnel and certain third parties with whom we do business;

• our ability to develop, install and adopt new software, technology and computing systems;

• a decreased client base due to consolidations and failures in the financial services industry;

• the credit risk of our merchant clients, for which we may also be liable;

• the continuing market position of the ATH network despite competition and potential shifts in consumer payment preferences;

• our dependence on credit card associations, including any adverse changes in credit card association or network rules or fees;

• changes in the regulatory environment and changes in international, legal, political, administrative or economic conditions;

• the geographical concentration of our business in Puerto Rico;

• operating an international business in multiple regions with potential political and economic instability, including Latin America;

• our ability to execute our geographic expansion and acquisition strategies;

• our ability to protect our intellectual property rights against infringement and to defend ourselves against claims of infringement brought by third parties;

• our ability to recruit and retain the qualified personnel necessary to operate our business;

• our ability to comply with federal, state and local regulatory requirements;

• evolving industry standards and adverse changes in global economic, political and other conditions;

• our high level of indebtedness and restrictions contained in our debt agreements, including the senior secured credit facilities and the indenture governing the notes, as well as debt that could be incurred in the future;

• our ability to generate sufficient cash to service our indebtedness and to generate future profits; and

• other risks and uncertainties discussed in this prospectus, including in the section entitled “Risk Factors.”

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in this prospectus under “Risk

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Factors,” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. In light of such risks and uncertainties, we caution you not to rely on these forward-looking statements in deciding whether to participate in this offering. These forward-looking statements speak only as of the date of this prospectus, and we do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

INDUSTRY AND MARKET DATA

This prospectus includes industry data that we obtained from periodic industry publications, including the November 2011, May 2012 and July 2012 Nilson Reports, the January 2013 Gartner Dataquest Market Statistics and the 2012 World Payments Report. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable. This prospectus also includes market share and industry data that were prepared primarily based on management’s knowledge of the industry and industry data. Unless otherwise noted, statements as to our market share and market position relative to our competitors are approximated and based on management estimates using the above-mentioned latest-available third-party data and our internal analyses and estimates. While we are not aware of any misstatements regarding any industry data presented herein, our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

The Gartner report, “Forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2010-2016, 4Q12 Update,” January 2013, described herein (the “Gartner Report”), represents data, research opinion or viewpoints published as part of a syndicated subscription service by Gartner, Inc. and are not representations of fact. The Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Report are subject to change without notice.

NON-GAAP FINANCIAL MEASURES

Our comparison of Successor and Predecessor periods, EBITDA, Adjusted EBITDA and Adjusted Net Income, as presented in this prospectus, are supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of cash flows or as measures of our liquidity.

We define the “three months ended December 31, 2010” as the financial results of Holdings for the period from its inception on June 25, 2010 to December 31, 2010, consisting primarily of merger and advisory-related costs incurred prior to the Merger on September 30, 2010, and following the Merger consisting primarily of EVERTEC, LLC results of operations (the Successor period).

We define “EBITDA” as earnings before interest, taxes, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA as further adjusted to exclude unusual items and other adjustments as described under “Summary—Summary Historical Consolidated and Combined Financial Data.” We define “Adjusted Net Income” as net income as adjusted to exclude unusual items and other adjustments as described under “Summary—Summary Historical Consolidated and Combined Financial Data.” We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA and Adjusted Net Income may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate EBITDA, Adjusted EBITDA or Adjusted Net Income in the same manner. We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our presentation of Adjusted EBITDA is consistent with the equivalent measurements that are contained in the senior secured credit facilities and the indenture governing the 11% senior notes due 2018 (the “notes”) in testing EVERTEC, LLC’s compliance with covenants therein such as interest coverage and debt incurrence. We use Adjusted Net Income to measure our overall profitability because it better reflects our cash flow generation by capturing the actual cash taxes paid rather than our tax expense as calculated under GAAP and excludes the impact of the non-cash amortization and depreciation that was created as a result of the Merger. See “Summary—Summary Historical Consolidated and Combined Financial Data” for a quantitative reconciliation of EBITDA, Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP financial performance measure, which is net income. In addition, in evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we may incur expenses such as those excluded in calculating them. Further, our presentation of these measures should not be construed as an inference that our future operating results will not be affected by unusual or nonrecurring items.

Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted Net Income are as follows:

• they do not reflect cash outlays for capital expenditures or future contractual commitments;

• they do not reflect changes in, or cash requirements for, working capital;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect income tax expense or the cash necessary to pay income taxes; and

• other companies, including other companies in our industry, may not use EBITDA, Adjusted EBITDA and Adjusted Net Income or may calculate EBITDA, Adjusted EBITDA and Adjusted Net Income differently than as presented in this prospectus, limiting their usefulness as a comparative measure.

EMERGING GROWTH COMPANY STATUS

We are an “emerging growth company” as defined in the recently-enacted Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” See “Risk Factors—Risks Related to Our Business—As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.”

Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable.

We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

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USE OF PROCEEDS

Assuming an initial public offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering of approximately $         million, after deducting underwriting discounts and other estimated expenses of $         million payable by us. We will not receive any net proceeds from the sale by the selling stockholders of shares in this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and estimated expenses payable by us, by approximately $         million, assuming the initial public offering price per share remains the same.

We intend to use the net proceeds that we receive for general corporate purposes.

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DIVIDEND POLICY

We currently intend to retain all future earnings, if any, for use in the operation of our business and to fund future growth. The decision whether to pay dividends will be made by our Board in light of conditions then existing, including factors such as our financial condition, earnings, available cash, business opportunities, legal requirements, restrictions in our debt agreements and other contracts, including requirements under the Stockholder Agreement described elsewhere in this prospectus, and other factors our Board deems relevant. See “Certain Relationships and Related Party Transactions—Stockholder Agreement.”

We are a holding company and have no direct operations. We will only be able to pay dividends from our available cash on hand and funds received from our subsidiaries, Holdings and EVERTEC, LLC, whose ability to make any payments to us will depend upon many factors, including their operating results and cash flows. In addition, the senior secured credit facilities and the indenture governing the notes limit EVERTEC, LLC’s ability to pay distributions on its equity interests. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Contractual Obligations and Commitments” and “Description of Certain Indebtedness.”

We paid a special dividend to our stockholders on May 9, 2012 in the aggregate amount of approximately $270.0 million. This dividend was financed with net proceeds from a $170.0 million incremental term loan entered into by EVERTEC, LLC and an offering of $40.0 million of 11% senior notes due 2018, together with cash on hand. In addition, on December 18, 2012 we paid a special dividend to our stockholders and authorized an equitable adjustment to holders of vested options as discussed below in the aggregate amount of approximately $50.3 million. This dividend and equitable adjustment was financed primarily with cash on hand at EVERTEC, LLC. The equitable adjustment was effective on December 18, 2012 and is payable in the form of a one-time cash bonus to holders of vested options for shares of our common stock in the amount of $1.37 per share, which in the case of vested options will be paid on December 21, 2012 and in the case of unvested options will be paid in the future as the options vest, subject to our ability at such time to comply with our debt agreements and applicable law. We have not otherwise paid any dividends on our capital stock since the Merger.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2012:

(1) On an actual basis, and

(2) On an as adjusted basis giving further effect to our sale of              shares of common stock in this offering at an assumed offering price of $        , which is the midpoint of the range listed on the cover page of this prospectus.

You should read this table in conjunction with “Selected Historical Consolidated and Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the related notes appearing elsewhere in this prospectus, as well as the sections “Summary—Summary Historical Consolidated and Combined Financial Data” and “Use of Proceeds” included in this prospectus.

	September 30, 2012
	Actual		As Adjusted (1)
	(unaudited)
(In thousands)
Cash	$	50,112	$
Debt:
Senior secured credit facilities
Senior secured revolving credit facility (2)	$	—	$
Senior secured term loan facility (3)		495,023
11% senior notes (3)		250,500
Total debt, including current portion		745,523
Total equity		104,071
Total capitalization	$	849,594	$

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) cash and total capitalization by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

(2) We had borrowing availability of $49.3 million under the revolving credit facility (after giving effect to $0.7 million of outstanding letters of credit). See “Description of Certain Indebtedness—Senior Secured Credit Facilities.”

(3) Does not give effect to original issue discount or premium.

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering exceeds the net tangible book value (deficit) per share of common stock after the offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. There will be shares of our common stock reserved for future awards under the Equity Incentive Plan as of the consummation of this offering.

Our net tangible book deficit as of September 30, 2012 was $         million, or $         per share. After giving effect to the receipt of approximately $         million of estimated net proceeds from our sale of              shares of common stock in this offering at an assumed offering price of $         per share, which represents the midpoint of the range set forth on the front cover of this prospectus, our as adjusted net tangible book deficit as of September 30, 2012 would have been approximately $         million, or $         per share. This represents an immediate decrease in our net tangible book deficit of $         per share to our existing stockholders and an immediate dilution of $         per share to new investors purchasing shares of common stock in the offering. The following table illustrates this substantial and immediate per share dilution to new investors:

	Per Share
Assumed initial public offering price per share	$
Net tangible book value (deficit) before the offering
Increase per share attributable to investors in the offering
As adjusted net tangible book value (deficit) after the offering
Dilution per share to new investors	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would decrease (increase) our as adjusted net tangible book value (deficit) by $         million, or $         per share, and increase (decrease) the dilution per share to new investors in this offering by $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

The following table summarizes on an as adjusted basis as of September 30, 2012, giving effect to:

• the total number of shares of common stock purchased from us;

• the total consideration paid to us, assuming an initial public offering price of $         per share (before deducting the estimated underwriting discounts and offering expenses payable by us in connection with this offering); and

• the average price per share paid by our existing stockholders and by new investors purchasing shares in this offering:

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders				%				%	$
Investors in the offering				%				%
Total			100	%			100	%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and the average price per share by $         million, $         million and $            , respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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The tables and calculations above also assume no exercise of the underwriters’ option to purchase              additional shares. If the underwriters exercise their option to purchase              additional shares in full, then new investors would purchase              shares, or approximately     % of shares outstanding, the total consideration paid by new investors would increase to $        , or     % of the total consideration paid (based on the midpoint of the range set forth on the cover page of this prospectus), and the additional dilution per share to new investors would be $        .

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SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

The following table sets forth our selected historical consolidated and combined financial data as of the dates and for the periods indicated. The selected historical consolidated financial data as of December 31, 2011 and 2010, and for the year ended December 31, 2011 and the period from June 25, 2010 (inception) to December 31, 2010 have been derived from the audited consolidated financial statements of EVERTEC appearing elsewhere in this prospectus. The selected historical combined financial data as of and for the nine months ended September 30, 2010 have been derived from the audited combined financial statements of EVERTEC Business Group (Predecessor) appearing elsewhere in this prospectus. The selected historical combined financial data as of December 31, 2009, 2008 and 2007 and for the years ended December 31, 2009, 2008 and 2007 have been derived from the unaudited combined financial statements of EVERTEC Business Group (Predecessor), not included in this prospectus.

The summary unaudited historical consolidated financial data as of September 30, 2012 and for the nine month periods ended September 30, 2012 and 2011 have been derived from the unaudited consolidated financial statements of EVERTEC appearing elsewhere in this prospectus, which have been prepared on a basis consistent with the audited consolidated financial statements of EVERTEC Intermediate Holdings, LLC (predecessor company). In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for such period. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The results of operations for any period are not necessarily indicative of the results to be expected for any future period and the historical consolidated and combined financial data presented below and elsewhere in this prospectus does not necessarily reflect what our financial position and results of operations would have been had we operated as a separate stand-alone entity during the Predecessor period. The selected historical consolidated and combined financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated and combined financial statements and related notes thereto appearing elsewhere in this prospectus.

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	Successor												Predecessor
	Nine months ended September 30,						Year ended December 31, 2011			June 25, 2010 (inception) to December 31, 2010			Nine months ended September  30, 2010			Years ended December 31,
	2012			2011												2009			2008			2007
(Dollar amounts in thousands except per share data)
Statements of Income Data:
Merchant acquiring, net	$	51,499		$	44,043		$	61,997		$	14,789		$	39,761		$	48,744		$	47,782		$	38,533
Payment processing		69,986			63,235			85,691			21,034			56,777			74,728			72,159			68,259
Business solutions		129,214			128,273			173,434			46,586			118,482			152,827			161,171			157,068
Total revenues		250,699			235,551			321,122			82,409			215,020			276,299			281,112			263,860
Cost of revenues, exclusive of depreciation and amortization shown below	$	118,469		$	114,832		$	155,377		$	41,839		$	113,246		$	150,070		$	164,421		$	163,035
Selling, general and administrative expenses		24,759			26,005			33,339			8,392			27,000			25,639			27,643			24,419
Depreciation and amortization		53,517			51,977			69,891			17,722			19,425			24,500			30,389			32,112
Total operating costs and expenses		196,745			192,814			258,607			67,953			159,671			200,209			222,453			219,566
Income from operations		53,954			42,737			62,515			14,456			55,349			76,090			58,659			44,294
Interest income		237			667			797			118			360			1,048			1,283			1,239
Interest expense		(39,214	)		(39,272	)		(50,957	)		(13,436	)		(70	)		(91	)		(170	)		(376	)
Earnings of equity method investments		103			685			833			—			2,270			3,508			4,229			2,799
Other (expense) income		(9,802	)		(16,289	)		(18,201	)		(36,164	)		2,276			7,942			9,449			(36	)
Income (loss) before income taxes		5,278			(11,472	)		(5,013	)		(35,026	)		60,185			88,497			73,450			47,920
Income tax expense (benefit)		1,501			(30,845	)		(29,227	)		(14,450	)		23,017			30,659			23,914			17,707
Net income (loss) from continuing operations		3,777			19,373			24,214			(20,576	)		37,168			57,838			49,536			30,213
Net income from discontinued operations		—			—			—			—			117			1,813			3,673			5,452
Net income (loss)	$	3,777		$	19,373		$	24,214		$	(20,576	)	$	37,285		$	59,651		$	53,209		$	35,665
Net income (loss) per common share from continuing operations(1)	$	0.10		$	0.53		$	0.67		$	(0.57	)	$	1.03		$	1.61		$	1.37		$	0.84
Balance Sheet Data (at period end):
Cash	$	50,112		$	59,296		$	56,200		$	55,199			—		$	11,891		$	24,734		$	8,670
Working capital(2)		72,518			68,870			87,267			62,226			—			82,272			94,220			54,717
Total assets		992,175			1,065,087			1,046,860			1,092,179			—			243,445			260,906			226,946
Total long term liabilities		819,164			626,073			615,713			673,736			—			481			1,969			1,791
Total debt		736,197			532,806			523,833			562,173			—			—			1,413			1,165
Total net debt (3)		686,085			473,510			467,633			506,974			—			—			—			—
Total equity		104,071			360,723			366,176			339,613			—			211,475			228,469			192,725

(1) For each of the periods presented above, net income per common share from continuing operations represents basic and diluted earnings per common share from continuing operations, respectively, except for the year ended December 31, 2011 in which the diluted earnings per common share from continuing operations amounted to $0.66.

(2) Working capital is defined as the excess of current assets over current liabilities.

(3) Total net debt is defined as total debt less cash.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations of the Successor for the nine months ended September 30, 2012 and 2011 and for the year ended December 31, 2011 and the three months ended December 31, 2010 and of the Predecessor for the nine months ended September 30, 2010; and (ii) the financial condition of the Successor as of September 30, 2012 and December 31, 2011. We define the “three months ended December 31, 2010” as the financial results of Holdings for the period from its inception on June 25, 2010 to December 31, 2010, consisting primarily of merger and advisory-related costs incurred prior to the Merger on September 30, 2010, and following the Merger consisting primarily of EVERTEC, LLC results of operations. The discussions that follow pertain to the continuing operations, unless otherwise indicated. See Note 1 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information about the Company and the basis of presentation of our financial statements. You should read the following discussion and analysis in conjunction with the financial statements and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.

Overview

EVERTEC is the leading full-service transaction processing business in Latin America and the Caribbean. We are based in Puerto Rico and provide a broad range of merchant acquiring, payment processing and business process management services across 19 countries in the region. We process over 1.2 billion transactions annually, and manage the electronic payment network for over 4,900 automated teller machines (“ATM”) and over 107,000 point-of-sale (“POS”) payment terminals. According to the July 2012 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America based on total number of transactions. We own and operate the ATH network, one of the leading ATM and personal identification number (“PIN”) debit networks in Latin America. In addition, we provide a comprehensive suite of software and services for core bank processing, cash processing and technology outsourcing in the regions we serve. We serve a broad and diversified customer base of leading financial institutions, merchants, corporations and government agencies with ‘mission critical’ technology solutions that are essential to their operations, enabling them to issue, process and accept transactions securely and we believe that our business is well positioned to continue to expand across the fast growing Latin American region.

We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction processing services from a single source across numerous channels and geographic markets. We believe this single source capability provides several competitive advantages which will enable us to continue to penetrate our existing customer base with new, complementary services, win new customers, develop new sales channels and enter new markets. We believe these competitive advantages include:

• Our ability to package and provide a range of services across our customers’ business that often need to be sourced from different vendors;

• Our ability to serve customers with disparate operations in several geographies with a single integrated technology solution that enables them to manage their business as one enterprise; and

• Our ability to capture and analyze data across the transaction processing value chain to provide value-added services that are differentiated from those offered by ‘pure play’ vendors that only have the technology, capabilities and products to serve one portion of the transaction processing value chain (such as only merchant acquiring or payment processing).

Our broad suite of services span the entire transaction processing value chain and include a range of front-end customer facing solutions as well as back-end support services. These include: (i) merchant acquiring services, which enable POS and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefits transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, ATM and EBT card programs; and (iii) business process

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management solutions, which provide ‘mission critical’ technology solutions such as core bank processing, as well as information technology (“IT”) outsourcing and cash management services to financial institutions, enterprises and governments. We provide these services through a highly scalable, end-to-end technology platform that we manage and operate in-house. Our end-to-end technology platform includes solutions that encompass the entire transaction processing value chain. This enables us to provide ‘front-end’ processing services, such as the electronic capture and authorization of transactions at the point-of-sale, and ‘back-end’ services, such as the clearing and settlement of transactions and account reconciliation for card issuers. Our platform provides us with the broad range of capabilities, flexibility and operating leverage that enable us to innovate and develop new services, differentiate ourselves in the marketplace and generate significant operating efficiencies to continue to maximize profitability.

We sell and distribute our services primarily through a proprietary direct sales force with strong customer relationships. We are also increasingly building a variety of indirect sales channels which enable us to leverage the distribution capabilities of partners in adjacent markets, including value-added resellers, joint ventures and merchant acquiring alliances. Given our breadth across the transaction processing value chain, our customer base is highly diversified by size, type and geographic footprint.

We benefit from an attractive business model, which is characterized by recurring revenue, significant operating margins and low capital expenditure requirements. Our revenue is recurring in nature because of the mission-critical and embedded nature of the services we provide, the high switching costs associated with these services and the multi-year contracts we negotiate with our customers. Our scalable business model creates significant operating efficiencies. In addition, our business model enables us to continue to grow our business organically without significant additional capital expenditures.

Separation from and Key Relationship with Popular

Prior to the Merger on September 30, 2010, EVERTEC, LLC was 100% owned by Popular, the largest financial institution in the Caribbean, and operated substantially as an independent entity within Popular. After the consummation of the merger, Popular retained an approximately 49% indirect ownership interest in EVERTEC, LLC and is our largest customer. In connection with, and upon consummation of, the Merger, EVERTEC, LLC entered into a 15-year Master Services Agreement, as well as several other related agreements, with Popular. Under the terms of the Master Services Agreement, Popular agreed to continue to utilize our services on an ongoing exclusive basis, for the duration of the agreement, on commercial terms consistent with the terms of our historical relationship. Additionally, Popular granted us a right of first refusal on the development of certain new financial technology products and services for the duration of the Master Services Agreement. See Note 22 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information.

Recent Developments

On April 17, 2012, EVERTEC, LLC was converted from a Puerto Rico corporation to a Puerto Rico limited liability company (the “Conversion”) for the purpose of improving the consolidated tax efficiency of EVERTEC, LLC and its subsidiaries by taking advantage of recent changes to the Puerto Rico Internal Revenue Code of 2011, as amended (the “PR Code”), that permit limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. Through this new structure, EVERTEC, LLC will benefit from at least $30.0 million of net operating losses (“NOLs”) and certain other tax attributes for Puerto Rico income tax purposes that prior to the Conversion and change in tax law were available to Holdings but not to EVERTEC, LLC. We expect our strong cash flow characteristics to be enhanced through the utilization of these NOLs and tax attributes, which will reduce our cash tax liability in years we generate taxable income. Concurrent with the Conversion, EVERTEC Intermediate Holdings, LLC (formerly known as Carib Holdings, LLC and, prior to the Conversion, Carib Holdings, Inc., “Holdings”), which is EVERTEC, LLC’s direct parent, was also converted from a Puerto Rico corporation to a Puerto Rico limited liability company and we were formed in order to act as the new parent company of Holdings.

In addition, in May 2012, among other things, EVERTEC, LLC (i) issued $40.0 million principal amount of additional 11% senior notes due 2018 (“notes”), (ii) incurred $170.0 million of secured incremental term loans and (iii) made a distribution of approximately $270.0 million to the stockholders of EVERTEC. For additional information regarding these recent events, see “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Reorganization” and “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger —Tax Payment Agreement” and Note 25 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus.

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On October 19, 2012, our subsidiary EVERTEC, LLC was granted a tax exemption under the Economic Incentives Act for the Development of Puerto Rico, Act No. 73 of May 28, 2008 (“Act 73”). Under this grant, EVERTEC, LLC will benefit from a preferential income tax rate on industrial development income, as well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico. The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and January 1, 2013 with respect to municipal and property tax obligations.

The grant establishes a base taxable income amount with respect to EVERTEC, LLC’s industrial development income, which amount will continue to be subject to the ordinary income tax rate under existing law. Applicable taxable income in excess of the established base taxable income amount will be subject to a preferential rate of 4%. The base taxable income amount will be ratably reduced over a four year period until such amount equals zero at which point all of EVERTEC, LLC’s applicable industrial development income will be taxed at the preferential rate of 4% for the remaining period of the grant. The grant also establishes a 90% exemption on certain real and personal property taxes and a 60% exemption on municipal taxes, in each case imposed on EVERTEC, LLC. In addition, distributions to stockholders by EVERTEC of the industrial development income will not be subject to Puerto Rico tollgate taxes.

The grant contains customary commitments, conditions and representations that EVERTEC, LLC will be required to comply with in order to maintain the grant. The more significant commitments include: (i) maintaining at least 750 employees in EVERTEC, LLC’s Puerto Rico data processing operations during 2012 and at least 700 employees for the remaining years of the grant; and (ii) investing at least $200 million in building, machinery, equipment or computer programs to be used in Puerto Rico during the effective term of the grant (to be made in $50 million increments over four year capital investment cycles). Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant or revocation of the grant in its entirety, which could result in EVERTEC, LLC or EVERTEC paying additional taxes or other payments relative to what such parties would be required to pay if the full benefits of the grant are available. In addition, the protection from Puerto Rican tollgate taxes on distributions to stockholders may be lost.

Factors and Trends Impacting the Results of Our Operations

The ongoing migration from cash and paper methods of payment to electronic payments continues to benefit the transaction processing industry globally. The increased penetration of electronic payments has been a driver for many merchants to offer acceptance of such methods in order to increase customer traffic and drive sales. We believe that the penetration of electronic payments in the markets where we principally operate is significantly lower relative to the U.S. market and that this ongoing shift will continue to generate substantial growth opportunities for our business. For example, currently the adoption of banking products, including electronic payments, in the Latin American and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Puerto Rico and other Latin American regions.

In addition, our revenue is also impacted by the trend in outsourcing of in-house technology systems and processes. The medium and small size institutions in the Latin American markets in which we operate currently face challenges in updating and renewing their IT legacy computer systems, which we believe will continue the trend to outsource in-house technology systems and processes. We believe that our technology and business outsourcing solutions cater to the evolving needs of the financial institution customer base we target, by providing integrated, open, flexible, customer-centric and efficient IT products and services.

We also expect our results of operations to be impacted by regulatory changes which occur as the payments industry has come under increased scrutiny from lawmakers and regulators. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) signed into law in July 2010 is an example of such scrutiny and of changes in laws and regulations that could impact our operating results and financial condition.

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In addition, our financial condition and results of operations are, in part, dependent on the economic and general conditions of the geographies in which we operate.

Basis of Presentation

Prior to September 30, 2010, we did not operate as a stand-alone business, but instead as separate divisions of Popular. As discussed in Note 1 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements, EVERTEC, LLC was acquired on September 30, 2010. The acquisition was accounted for as a business combination using the purchase method of accounting, which resulted in a new basis of accounting for our assets and liabilities in the Successor period. Additionally, in connection with the Merger, EVERTEC, LLC incurred indebtedness in the amount of $575.0 million. See “—Liquidity and Capital Resources” below for more information. The Predecessor period does not reflect the impact of the Merger.

Our historical financial information included in this prospectus may not necessarily reflect what our financial position, results of operations and cash flows would have been if we had been a separate, stand-alone entity during such periods, or our future results of operations, financial position and cash flows.

For example, our historical combined financial statements in this prospectus include expenses for certain corporate services provided to us by Popular. These expenses are primarily related to corporate functions such as accounting, tax, treasury, payroll and benefits administration, risk management, legal, public relations and compliance. The expenses of the corporate services provided to us by Popular have historically been charged and allocated to us primarily based on a percentage of revenues. Expenses for such corporate services included in our “Selling, general and administrative expenses” totaled $7.5 million for the nine months ended September 30, 2010. Following the consummation of the Merger, Popular continued to provide some of these services until December 31, 2011, pursuant to a transition services agreement.

Currently, we are obtaining the services historically provided by Popular from our internal operations or third party service providers.

Recent Accounting Pronouncements

For a description of recent accounting standards, see Note 2 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus.

Non-GAAP Financial Measures

Our comparison of Successor and Predecessor periods, EBITDA, Adjusted EBITDA and Adjusted Net Income, as presented in this prospectus, are supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of cash flows or as measures of our liquidity.

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For more information regarding EBITDA, Adjusted EBITDA and Adjusted Net Income, including a quantitative reconciliation of EBITDA, Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP financial performance measure, which is net income, see “—Net Income Reconciliation to EBITDA, Adjusted EBITDA and Adjusted Net Income” and “—Covenant Compliance” below.

Overview of Results of Operations

The following briefly describes the components of revenues and expenses as presented in the Consolidated and Combined Statements of Income. Descriptions of the revenue recognition policies are detailed in Note 1 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus.

Merchant acquiring, net. Merchant acquiring revenues consist of revenues from services that allow merchants to accept electronic methods of payment. Our standard merchant contract has an initial term of one or three years, with automatic one-year renewal periods. In the merchant acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental income from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the sales amount of a credit or debit card transaction value. We also charge merchants for other services that are unrelated to the number of transactions or the transaction value.

Merchant acquiring revenues represented approximately 19% and 21% of total revenues for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively.

Payment processing. Payment processing revenues are comprised of revenues related to providing access to the ATH network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. Payment processing revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions) and EBT (which principally consist of services to the Puerto Rico government for the delivery of government benefits to participants).

We generally enter into one to five year contracts with our private payment processing clients and one year contracts with our government payment processing clients. For ATH network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the selling and leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

Payment processing revenues represented approximately 27% and 28% of total revenues for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively.

Business solutions. Business solutions revenues consist of revenues from a full suite of business process management solutions including specifically core bank processing, network hosting and management, IT consulting services, business process outsourcing, item and cash processing, and fulfillment. We generally enter into one to five year contracts with our private business solutions clients and one year contracts with our government business solutions clients. Core bank processing and network services revenues are derived in part from a recurrent fee and from fees based on the number of accounts on file (i.e. savings or checking accounts, loans, etc) or computer resources utilized. Revenues from other processing services within the business solutions segment are generally volume-based and depend on factors such as the number of accounts processed.

Business solutions revenues represented approximately 54% and 52% of total revenues for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively.

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Cost of revenues. This caption includes the costs directly associated with providing services to customers and product and software sales, including software licensing and maintenance costs, telecommunications costs, personnel and infrastructure costs to develop and maintain applications, operate computer networks and provide associated customer support, and other operating expenses.

Selling, general and administrative. This caption primarily consists of salaries, wages and related expenses paid to sales personnel, administrative employees and management, advertising and promotional costs, audit and legal fees, and other selling expenses.

Depreciation and amortization. This caption consists of our depreciation and amortization expense. Following the completion of the Merger, our depreciation and amortization expense increased as a result of the purchase price allocation adjustments to reflect the fair market value and revised useful life assigned to property and equipment and intangible assets in connection with the Merger.

Results of Operations

The following tables set forth certain historical consolidated and combined financial information for the nine months ended September 30, 2012 and 2011 and the years ended December 31, 2011 and 2010. The following tables and discussion should be read in conjunction with the information contained in our historical financial statements and the notes thereto appearing elsewhere in this prospectus. However, our historical results of operations set forth below and elsewhere in this prospectus may not necessarily reflect what would have occurred if we had been a separate, stand-alone entity during the periods presented or what will occur in the future.

Comparison of the nine months ended September 30, 2012 to September 30, 2011

The following tables present the components of our unaudited consolidated statements of income and comprehensive income by business segment and the change in those amounts for the nine months ended September 30, 2012 and 2011.

Revenues

	Nine months ended September 30,
(Dollar amounts in thousands)	2012		2011		Variance
Merchant acquiring, net	$	51,499	$	44,043	$	7,456	17	%
Payment processing		69,986		63,235		6,751	11	%
Business solutions		129,214		128,273		941	1	%
Total revenues	$	250,699	$	235,551	$	15,148	6	%

Revenue growth in the Merchant Acquiring segment was primarily related to higher income of $5.8 million due to the decrease in interchange fees charged by cards associations as a result of the Durbin Amendment. The increase in the Payment Processing segment revenue was driven by a $2.0 million increase in volume of ATH network and processing transactions and a $3.9 million increase in accounts on file within our payment services business. The increase in Business Solutions segment revenue was driven primarily by higher demand for certain network and core banking services of $4.3 million, partially offset by lower demand for certain IT consulting and item processing services of $3.9 million.

Operating costs and expenses

	Nine months ended September 30,
(Dollar amounts in thousands)	2012		2011		Variance
Cost of revenues, exclusive of depreciation and amortization shown below	$	118,469	$	114,832	$	3,637		3	%
Selling, general and administrative expenses		24,759		26,005		(1,246	)	-5	%
Depreciation and amortization		53,517		51,977		1,540		3	%
Total operating costs and expenses	$	196,745	$	192,814	$	3,931		2	%

Cost of revenues increased by $3.6 million, or 3%, when compared to the same period in 2011. The results for 2012 were driven by increases in professional fees of $2.2 million, equipment expenses of $1.0 million and costs of sales of $2.1 million, partially offset by a decrease of $1.6 million in personnel expenses from cost control initiatives implemented in late 2011. Gross margin percentage for the nine months ended September 30, 2012 improved to 52.7% from 51.3% for the corresponding 2011 period. The improvement in our gross margin was mainly driven by our ability to support incremental business volume with lower incremental costs due to our highly scalable technology platform and cost control initiatives.

Selling, general and administrative expenses for the nine months ended September 30, 2012 decreased by $1.2 million, or 5%, when compared to the corresponding 2011 period as a result of continuous cost control initiatives, principally focused on personnel costs, which decreased by $1.2 million.

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Depreciation and amortization expense for the nine months ended September 30, 2012 increased by $1.5 million, or 3%, as a result of higher electronic equipment and amortization of software packages associated with certain new projects, which increased by $0.6 million and $1.0 million, respectively.

Income from operations

The following table presents income from operations by reportable segments.

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011			Variance
Segment income from operations
Merchant acquiring	$	24,736		$	20,663		$	4,073		20	%
Payment processing		38,652			34,019			4,633		14	%
Business solutions		25,751			26,267			(516	)	-2	%
Total segment income from operations		89,139			80,949			8,190		10	%
Merger related depreciation and amortization and other unallocated expenses(1)		(35,185	)		(38,212	)		3,027		-8	%
Income from operations	$	53,954		$	42,737		$	11,217		26	%

(1) Primarily represents certain incremental depreciation and amortization expenses generated as a result of the merger, non-recurring compensation and benefits expenses, professional fees and other miscellaneous expenses and adjustments.

Income from operations in our Merchant Acquiring and Payment Processing segments increased when compared to the corresponding 2011 period, due to higher revenues partially offset by incremental costs related to business growth. The increase in revenues was driven by higher realized net margin in our Merchant Acquiring segment, and an increase in volume and accounts on file within our Payment Processing business. The results in our Business Solutions segment were driven by lower demand for IT consulting services and higher realized sales of products.

See Note 14 of the Notes to Unaudited Consolidated Financial Statements for additional information on the Company’s reportable segments and for a reconciliation of the income from operations of the segments to the unaudited consolidated net income.

Non-operating (expenses) income

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011			Variance
Non-operating (expenses) income
Interest income	$	237		$	667		$	(430	)	-64	%
Interest expense		(39,214	)		(39,272	)		58		0	%
Earnings of equity method investments		103			685			(582	)	85	%
Other expense		(9,802	)		(16,289	)		6,487		-40	%
Total non-operating (expenses) income	$	(48,676	)	$	(54,209	)	$	(5,533	)	-10	%

The decrease in non-operating expenses was driven by lower other expenses of $6.5 million. Other expenses for the nine months ended September 30, 2012 were primarily comprised of debt issuance costs of $8.8 million and personnel related charges of $2.2 million, partially offset by an unrealized gain of $0.3 million related to the fair value adjustment of certain assets and $0.5 million of a foreign currency translation gain. For the corresponding 2011 period, other expenses were primarily comprised of a $14.2 million charge related to the voluntary retirement program (“VRP”), debt issuance costs of $2.2 million and $1.2 million from the settlement of a derivative related to our acquisition of an equity interest in CONTADO from Popular, partially offset by an unrealized gain of $0.9 million related to the fair value adjustment of certain assets.

Income tax expense (benefit)

Income tax expense for the nine months ended September 30, 2012 amounted to $1.5 million compared to a $30.8 million benefit for the corresponding 2011 period. The results in 2012 were driven by income before taxes of $5.3 million, a tax expense related to a change in estimates of $0.3 million, $0.3 million in tax expense due to differences in tax rates across multiple jurisdictions and $0.3 million in fair value adjustments of indemnification assets, partially offset by $0.6 million related to the reversal of a tax uncertainties reserve in Costa Rica. The income tax benefit for the corresponding 2011 period was mainly due to a reduction in the marginal corporate income tax rate from 39% to 30%, as a result of the tax reform enacted in Puerto Rico on January 31, 2011, which caused a reduction in the Company’s deferred tax liability of $23.8 million. See Note 10 of the Notes to Unaudited Consolidated Financial Statements appearing elsewhere in this prospectus for additional information regarding income taxes.

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Net Income

Net income for the nine months ended September 30, 2012 was $3.8 million, compared to net income of $19.4 million for the corresponding 2011 period. Net income for the 2011 period was impacted by the $30.8 million tax benefit explained above. Income before income taxes for the nine months ended September 30, 2012 was $5.3 million compared to a loss before income taxes of $11.5 million for the corresponding 2011 period.

Comparison of the year ended December 31, 2011 to the three months ended December 31, 2010

The following tables present the components of our consolidated and combined statements of income for the year ended December 31, 2011, the three months ended December 31, 2010 and the nine months ended September 30, 2010.

Revenues

	Successor				Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011		Three months ended December 31, 2010		Nine months ended September 30, 2010
Merchant acquiring, net	$	61,997	$	14,789	$	39,761
Payment processing		85,691		21,034		56,777
Business solutions		173,434		46,586		118,482
Total revenues	$	321,122	$	82,409	$	215,020

Total revenues were $321.1 million for the year ended December 31, 2011 as compared to $82.4 million for the three months ended December 31, 2010. The increase of $238.7 million was primarily attributable to the inclusion of a full year of revenues in 2011 compared to three months of revenues for the period ended December 31, 2010.

Operating costs and expenses

	Successor				Predecessor
(Dollar amounts in thousands)	Year Ended December 31,  2011		Three months ended December 31, 2010		Nine months  ended September 30, 2010
Cost of revenues, exclusive of depreciation and amortization shown below	$	155,377	$	41,839	$	113,246
Selling, general and administrative expenses		33,339		8,392		27,000
Depreciation and amortization		69,891		17,722		19,425
Total operating costs and expenses	$	258,607	$	67,953	$	159,671

Total operating costs and expenses were $258.6 million for the year ended December 31, 2011 as compared to $68.0 million for the three months ended December 31, 2010. The increase of $190.7 million was primarily attributable to the inclusion of a full year of operating expenses in 2011 compared to three months ended December 31, 2010.

Income from operations

The following table presents income from operations by reportable segments.

	Successor						Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011			Three months ended December 31, 2010			Nine months ended September 30, 2010
Segment income from operations
Merchant acquiring	$	30,258		$	5,959		$	17,647
Payment processing		45,031			12,088			28,086
Business solutions		36,690			9,561			18,337
Total segment income from operations		111,979			27,608			64,070
Merger related depreciation and amortization and other unallocated expenses (1)		(49,464	)		(13,152	)		(8,721	)
Income from operations	$	62,515		$	14,456		$	55,349

(1) For the Successor periods primarily represents certain incremental depreciation and amortization expenses generated as a result of the merger, non-recurring compensation and benefits expenses and professional fees. For the Predecessor period primarily represents the elimination of miscellaneous intersegment revenues for services provided by the Payment Processing segment.

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Income from operations for the year ended December 31, 2011, excluding Merger related costs of $49.5 million in 2011 (non-recurring transaction and transitions costs, and depreciation and amortization) was $112.0 million as compared to $27.6 million for the three months ended December 31, 2010. The increase of $84.4 million was primarily attributable to the inclusion of a full year of operations in 2011 compared to three months ended December 31, 2010.

See Note 24 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information on our reportable segments and for a reconciliation of the income from operations of the segments to the consolidated and combined net income from continuing operations.

Non-operating (expenses) income

	Successor						Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011			Three months ended December 31, 2010			Nine months ended September 30, 2010
Non-operating (expenses) income
Interest income	$	797		$	118		$	360
Interest expense		(50,957	)		(13,436	)		(70	)
Earnings of equity method investments		833			—			2,270
Other (expense) income		(18,201	)		(36,164	)		2,276
Total non-operating (expenses) income	$	(67,528	)	$	(49,482	)	$	4,836

Non-operating expenses for the year ended December 31, 2011 amounted to $67.5 million, compared to $49.5 million for the three months ended December 31, 2010. The $18.0 million increase was primarily attributable to the inclusion of a full year of interest expense in 2011 compared to three months ended December 31, 2010. Other expenses during 2011 were primarily $14.5 million related to one-time costs of the VRP, $2.2 million related to the refinancing of the senior secured credit facilities in the first quarter of 2011 and a non-recurring, non-cash loss of $1.2 million from the settlement of the derivative related to our acquisition of a 19.99% equity interest in CONTADO in 2011. For the three months ended December 31, 2010 other expenses were one-time costs amounting to $34.8 million associated to the Merger transaction.

Income tax (benefit) expense

	Successor						Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011			Three months ended December 31, 2010			Nine months ended September 30, 2010
Income tax (benefit) expense	$	(29,227	)	$	(14,450	)	$	23,017

Income tax benefit for the year ended December 31, 2011 was mainly due to a reduction in the marginal corporate income tax rate from 39% to 30%, as a result of the tax reform enacted in Puerto Rico on January 31, 2011, which caused a reduction in the Company’s deferred tax liability of $23.8 million. Also, we had a taxable loss of $5.0 million for the year ended December 31, 2011, compared to a taxable loss of $0.2 million for the three months ended December 31, 2010. The increase in the taxable loss was primarily attributable to the inclusion of a full year of interest expense and the cost related to the VRP, while 2010 includes only three months of operations and interest expenses.

Comparison of the year ended December 31, 2011 to the nine months ended September 30, 2010 (Predecessor)

Revenues

Total revenues were $321.1 million for the year ended December 31, 2011 as compared to $215.0 million for the nine months ended September 30, 2010. The increase of $106.1 million was primarily attributable to the inclusion of a full year of revenues in 2011 compared to nine months of revenues for the period ended September 30, 2010. Approximately $23.7 million of the remaining growth was attributable to higher sales volume and transactions, higher demand for our outsourcing and banking services and new clients and projects.

The Merchant Acquiring segment net revenue increase of $22.2 million was primarily attributable to the inclusion of a full year of revenues in 2011 compared to nine months of revenues for the period ended September 30, 2010. The remaining growth was attributable to higher sales volume of $7.4 million.

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The Payment Processing segment revenue increase of $28.9 million was primarily attributable to the inclusion of a full year of revenues in 2011 compared to nine months of revenues for the period ended September 30, 2010. The remaining growth was primarily attributable to increases driven by higher volume of transactions in the ATH network and processing business of $2.8 million, an increase of accounts on file within the payment services of $2.1 million, and an increase in card products services of $2.8 million from both existing and new customers in Latin America and the Caribbean.

The Business Solutions segment revenue increase of $55.0 million was primarily attributable to the inclusion of a full year of revenues in 2011 compared to nine months of revenues for the period ended September 30, 2010. The remaining increase was principally driven by higher volumes of services in our core bank processing and network solutions businesses of $4.4 million and $3.6 million, respectively.

Operating costs and expenses

Total operating costs and expenses for the year ended December 31, 2011 as compared to the nine months ended September 30, 2010 increased by $98.6 million primarily attributable to the inclusion of a full year of operating expenses in 2011 compared to nine months for the period ended December 31, 2010. The remaining increase of $31.0 million was primarily attributable to an increase in depreciation and amortization expenses of $32.7 million. The additional depreciation and amortization was the result of purchase price allocation adjustments in connection with the Merger to reflect the fair market value assigned to property and equipment and intangible assets in accordance with purchase accounting.

Income from operations

Income from operations for the year ended December 31, 2011, excluding Merger related costs of $49.5 million in 2011 (non-recurring transaction and transitions costs, and depreciation and amortization) was $112.0 million as compared to $64.0 million for the nine months ended September 30, 2010. The increase of $48.0 million was primarily attributable to the inclusion of a full year of operations in 2011 compared to nine months for the period ended December 31, 2010.

The Merchant Acquiring segment income from operations was $30.3 million for the year ended December 31, 2011, compared to $17.6 million for the nine months ended September 30, 2010. The increase was primarily attributable to the inclusion of a full year of operations in 2011 compared to nine months for the period ended December 31, 2010. The remaining of the growth was attributable to an increase in net revenues resulting from higher sales volume, partially offset by incremental costs.

The Payment Processing segment income from operations was $45.0 million for the year ended December 31, 2011, compared to $28.1 million for the nine months ended September 30, 2010. The increase was primarily attributable to the inclusion of a full year of operations in 2011 compared to nine months for the period ended September 30, 2010. The remaining growth was primarily the result of higher revenues driven by transaction volume growth and new services provided, partially offset by incremental costs to support business growth.

The Business Solutions segment income from operations was $36.7 million for the year ended December 31, 2011, compared to $18.3 million for the nine months ended September 30, 2010. The increase was primarily attributable to the inclusion of a full year of operations in 2011 compared to nine month for the period ended September 30, 2010. The remaining increase was mostly the result of the increase in revenues primarily driven by higher volumes of services as well as the effect of certain cost control initiatives.

Non-operating (expenses) income

Non-operating expenses for the year ended December 31, 2011 amounted to $67.5 million compared a non-operating income of $4.8 million for the nine months ended September 30, 2010. The increase in non-operating expenses for the year ended December 31, 2011 was primarily attributable to the inclusion of a full year of interest expense in 2011 related to the debt issue in connection with the Merger transaction. In addition, other expenses during 2011 were primarily $14.5 million related to one-time costs of the VRP, $2.2 million relating to the refinancing of the senior secured credit facilities in the first quarter of 2011 and a non-recurring, non-cash loss of $1.2 million from the settlement of the derivative related to our acquisition of a 19.99% equity interest in CONTADO in 2011. For the nine months ended September 31, 2010 other income was primarily comprised of a $2.3 million non-recurring gain on the sale of an equity investment.

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Income tax (benefit) expense

	Successor			Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011			Nine months  ended September 30, 2010
Income tax (benefit) expense	$	(29,227	)	$	23,017

Income tax benefit for the year ended December 31, 2011 was mainly due to a reduction in the marginal corporate income tax rate from 39% to 30%, as a result of the tax reform enacted in Puerto Rico on January 31, 2011, which caused a reduction in the Company’s deferred tax liability of $23.8 million. Also, we had a taxable loss of $5.0 million for the year ended December 31, 2011, compared to a taxable income of $60.2 million for the nine months ended September 30, 2010. The taxable loss in 2011 was primarily attributable to the inclusion of full year of interest expense and the costs related to the VRP, while the nine months ended September 30, 2010 does not reflect interest expenses. The interest expense was related to the debt issue in connection with the Merger.

Liquidity and Capital Resources

Liquidity

Our principal source of liquidity is cash generated from operations, while our primary liquidity requirements are the funding of capital expenditures and working capital needs. We also have available a revolving credit facility of $49.3 million as of September 30, 2012, after giving effect to a $0.7 million letter of credit on behalf of ATH Costa Rica, S.A. (“ATH CR”). In addition, our international operations have credit facilities available of approximately $3.9 million in aggregate.

At September 30, 2012, we have cash of $50.1 million of which $11.6 million is in possession of our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary business’ current operations and (ii) funding potential future investment outside of Puerto Rico. It is currently the Company’s intention to reinvest these funds outside Puerto Rico and the Company’s current liquidity requirements would not require the repatriation of these funds for purposes of funding the Company’s Puerto Rico operations or debt service obligations. However, if in the future the Company determines that there is no longer a need to maintain such cash within its foreign subsidiaries, it may elect to distribute such cash to the Company in Puerto Rico. Distributions from the Company’s foreign subsidiaries to Puerto Rico may be subject to tax withholdings and other tax consequences.

Our primary use of cash is for operating expenses, working capital requirements, capital expenditures and debt service obligations as they become due. Interest expense may increase as a result of the additional debt issued during the second quarter of 2012. Also, we may pay dividends to our stockholders if approved by our Board at its sole discretion and in compliance with EVERTEC, LLC’s debt covenants. On May 9, 2012, we made a cash distribution of $269.8 million to our stockholders. For additional information, see Note 6 of the Notes to Unaudited Consolidated Financial Statements.

Under our senior secured credit facilities, EVERTEC, LLC is required to make prepayments from a portion of excess cash flow as a result of increases in the senior secured leverage ratio. We expect that EVERTEC, LLC’s senior secured leverage ratio at December 31, 2012 will require EVERTEC, LLC to make a prepayment, which prepayment will be required to be made five business days after the filing of EVERTEC, LLC’s audited financial statements for the year ended December 31, 2012. We will not know the final amount of the prepayment required until the completion of EVERTEC, LLC’s financial statements for the year ended December 31, 2012. For additional information, see “—Senior Secured Credit Facilities” below.

Based on our current level of operations, we believe our cash flows from operations and available senior secured revolving credit facility will be adequate to meet our liquidity needs for the next twelve months. However, our ability to fund future operating expenses and capital expenditures and our ability to make scheduled payments of interest, to pay principal on or refinance our indebtedness and to satisfy any other of our present or future debt obligations will depend on our future operating performance, which will be affected by general economic, financial and other factors beyond our control.

Comparison of the nine months ended September 30, 2012 and 2011

The following table presents our cash flows from operations for the nine months ended September 30, 2012 and 2011.

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Cash provided by operating activities	$	69,103		$	59,854
Cash used in investing activities		(12,308	)		(29,308	)
Cash used in financing activities		(62,883	)		(26,449	)
(Decrease) increase in cash	$	(6,088	)	$	4,907

Cash provided by operating activities for the nine months ended September 30, 2012 increased by $9.2 million when compared to the corresponding period in 2011. Higher cash provided by operating activities in 2012 resulted from an increase in income from operations of $11.2 million and $2.0 million from a premium received from the issuance of additional debt. Cash provided by operating activities for 2011 included a $3.4 million prepayment penalty related to the Company’s debt refinancing.

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Cash used in investing activities for the nine months ended September 30, 2012 decreased by $17.0 million when compared to the corresponding 2011 period. In the prior period we acquired an equity interest in CONTADO for $9.2 million and had higher acquisition of intangibles amounting to $6.8 million when compared to the corresponding 2012 period.

Cash used in financing activities for the nine months ended September 30, 2012 consisted of $208.7 million in proceeds from the issuance of additional debt, offset by $2.2 million in debt issuance cost associated with the additional debt and a $269.8 million distribution made to our stockholders. Cash used in financing activities for the nine months ended September 30, 2011 consisted of a repayment of $29.1 million of the senior secured term loan and other liabilities.

Comparison of the year ended December 31, 2011 to the three months ended December 31, 2010 and the nine months ended September 30, 2010 (Predecessor)

The following table presents our cash flows from operations for the year ended December 31, 2011, for the three months ended December 31, 2010 and the nine months ended September 30, 2010.

	Successor						Predecessor
(Dollar amounts in thousands)	Year Ended December 31, 2011			Three months  ended December 31, 2010			Nine months  ended September 30, 2010
Cash flows from continuing operations
Cash provided by (used in) operating activities	$	69,371		$	(16,752	)	$	63,701
Cash (used in) provided by investing activities		(31,747	)		(496,598	)		16,153
Cash (used in) provided by financing activities		(36,623			539,990			(65,796	)
Net increase in cash from continuing operations		1,001			26,640			14,058
Cash provided by discontinued operations		—			—			2,478
Increase in cash	$	1,001		$	26,640		$	16,536

Cash provided by operating activities increased during 2011 primarily due to the net effect of increases in collections and prepaid expenses offset by an increase in payments to suppliers and employees.

For the year ended December 31, 2011, cash used in investing activities consisted of $23.4 million driven by the acquisition of intangibles (software), property and equipment and $9.2 million related to our acquisition of a 19.99% equity interest in CONTADO during the first quarter of 2011. Cash used in investing activities for the three months ended December 31, 2010 was the result of the purchase price for EVERTEC, LLC and related intangibles, and the amount used for payment of transaction costs in connection with the Merger.

Cash used in financing activities for the year ended December 31, 2011 consisted primarily of repayments of $29.1 million of the senior secured credit facility, mainly as a result of a voluntary prepayment of $24.7 million made during the second quarter of 2011, and a repurchase of $9.5 million of the notes made during the fourth quarter of 2011. Cash provided by financing activities for the three months ended December 31, 2010 primarily consists of $557.4 million of proceeds from the issuance of new debt related to the Merger, partly offset by $16.5 million of capitalized debt issuance costs, each related to the Merger. Cash used in financing activities for the nine months ended September 30, 2010 primarily consists of dividends paid to Popular in the amount of $55.7 million.

Capital Resources

Our principal capital expenditures are for computer software (purchased and internally developed) and additions to property and equipment. We invested approximately $13.0 million and $18.6 million for the nine months ended September 30, 2012 and 2011, respectively, and $23.4 million and $41.0 million for the years ended December 31, 2011 and 2010, respectively. Capital expenditures are expected to be funded by cash flows from operations and, if necessary, borrowings under the revolving credit facility.

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Financial Obligations

Senior Secured Credit Facilities

In connection with the Merger, on September 30, 2010 EVERTEC, LLC entered into senior secured credit facilities consisting of (1) a $355.0 million six-year term loan facility and (2) a $50.0 million five-year revolving credit facility. The term loan facility was subject to quarterly amortization payments totaling 1% per annum of the original principal amount of the facility, with the balance payable on the final maturity date. As a result of a voluntary repayment made on May 4, 2011, EVERTEC, LLC has no scheduled quarterly amortization payment obligation until the final lump-sum payment at the maturity date. However, the senior secured credit agreement contains certain provisions that may require prepayments as a result of increases in the senior secured leverage ratio. At September 30, 2012, the senior secured leverage ratio was 2.82. If the senior secured leverage ratio at year end is equal to or greater than 2.50x, a 50% prepayment of the excess cash flow generated must be made. If the senior secured leverage ratio is less than or equal to 2.50x and greater than 2.00x, a 25% prepayment of the excess cash flow is required. If the senior secured leverage ratio is less than or equal to 2.00x no prepayments are necessary.

The senior secured credit facilities allow EVERTEC, LLC to obtain, on an uncommitted basis at the sole discretion of participating lenders, an incremental amount of term loan and/or revolving credit facility commitments not to exceed the maximum principal amount of debt that would not cause EVERTEC, LLC’s senior secured leverage ratio to exceed 3.25 to 1.00.

The senior secured revolving credit facility is available for general corporate purposes and includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings. All obligations under the senior secured credit facilities are unconditionally guaranteed by Holdings and, subject to certain exceptions, each of EVERTEC, LLC’s existing and future wholly-owned subsidiaries. All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of EVERTEC, LLC’s assets and the assets of the guarantors, subject to certain exceptions. Borrowings under the senior secured term loan facility and the revolving credit facility bear interest, at our option, at a rate equal to a margin over either (a) a base rate as defined in the credit agreement or (b) a LIBOR rate.

On March 3, 2011, these senior secured credit facilities were amended to, among other things, reduce the interest rate margins payable on the term loan and revolving loan borrowings, decrease the applicable LIBOR and alternate base rate floors, and increase the amount available for future borrowings under the uncommitted incremental facility. The amendment also modified certain restrictive covenants to provide us generally with additional flexibility. The amendment did not modify the term or the size of the existing credit facilities.

On April 7, 2011, EVERTEC, LLC repaid $1.7 million of borrowings under the term loan using the cash received from Popular in connection with the acquisition of CONTADO as required under the terms of the senior secured credit facilities. In addition, on May 4, 2011, EVERTEC, LLC made a voluntary prepayment of $24.7 million on the term loan. There was no penalty associated with these prepayments.

On May 9, 2012, EVERTEC, LLC entered into an amendment to the agreement governing the senior secured credit facilities to allow, among other things, a restricted payment in an amount not to exceed $270.0 million and certain adjustments to the financial covenant therein. In addition, we borrowed an additional $170.0 million under a secured incremental term loan. As of September 30, 2012, the outstanding balance under the senior secured credit facilities amounted to $483.2 million.

Senior Notes

In connection with the Merger on September 30, 2010, EVERTEC, LLC issued $220.0 million of unsecured 11% senior notes due 2018. EVERTEC, LLC’s existing wholly-owned subsidiaries that guarantee its obligations under the senior secured credit facilities also guarantee the notes. The notes bear interest at a fixed rate of 11.0% per annum and mature on October 1, 2018. The notes are not subject to any mandatory or sinking fund payments. However, under certain circumstances related to change of control or asset sales (each as defined in the indenture governing the notes), EVERTEC, LLC may be required to offer to purchase notes.

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On May 7, 2012, EVERTEC, LLC and EVERTEC Finance Corp., as co-issuers, issued $40.0 million aggregate principal amount of 11% senior notes due 2018. These notes constituted “Additional Notes” under the indenture pursuant to which the notes were originally issued on September 30, 2010. In addition, we obtained a consent from the holders of the notes as of the record date of April 27, 2012 to amend the limitation on restricted payments covenant in the indenture in order to allow additional dividend or distribution payments by EVERTEC, LLC in an aggregate amount not to exceed $270.0 million. See Note 25 of the Notes to Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information. As of September 30, 2012, the principal outstanding balance of the notes was $250.5 million.

Covenant Compliance

The senior secured credit facilities and the indenture governing the notes contain various restrictive covenants. The senior secured credit facilities require EVERTEC, LLC to maintain on a quarterly basis a specified maximum senior secured leverage ratio. The senior secured leverage ratio as defined in its credit facility (total first lien senior secured debt minus available cash, up to a maximum of $50.0 million, as defined, to Adjusted EBITDA) must be less than 3.85 to 1.0 at September 30, 2012. In addition, the senior secured credit facilities, among other things, restrict EVERTEC, LLC’s ability to incur indebtedness or liens, make investments, declare or pay any dividends to our parent and prepay indebtedness that is junior to such debt. The indenture, among other things: (a) limits EVERTEC, LLC’s ability and the ability of its subsidiaries to incur additional indebtedness, issue certain preferred shares, incur liens, pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; (b) limits EVERTEC, LLC’s ability to enter into agreements that would restrict the ability of its subsidiaries to pay dividends or make certain payments to its parent company; and (c) places restrictions on EVERTEC, LLC’s ability and the ability of its subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of our assets. However, all of the covenants in these agreements are subject to significant exceptions. As of September 30, 2012, the senior secured leverage ratio was 2.82 to 1.0.

EVERTEC, LLC has the ability to incur additional debt, subject to limitations imposed by the senior secured credit facilities and the indenture governing the notes. Under the indenture, in addition to specified permitted indebtedness, we will be able to incur additional indebtedness as long as on a pro forma basis our fixed charge coverage ratio (the ratio of Adjusted EBITDA to fixed charges, as defined) is at least 2.0 to 1.0. In this prospectus, we refer to the term “Adjusted EBITDA” to mean EBITDA as so defined and calculated for purposes of determining compliance with the senior secured leverage ratio based on the financial information for the last twelve months at the end of each quarter.

Net Income Reconciliation to EBITDA, Adjusted EBITDA and Adjusted Net Income

We define “EBITDA” as earnings before interest, taxes, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA as further adjusted to exclude unusual items and other adjustments described below. We define “Adjusted Net Income” as net income as adjusted to exclude unusual items and other adjustments described below.

We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our presentation of Adjusted EBITDA is consistent with the equivalent measurements that are contained in the senior secured credit facilities and the indenture governing the notes in testing EVERTEC, LLC’s compliance with covenants therein such as the senior secured leverage ratio and the fixed charge coverage ratio. We use Adjusted Net Income to measure our overall profitability because it better reflects our cash flow generation by capturing the actual cash taxes paid rather than our tax expense as calculated under GAAP and excludes the impact of the non-cash amortization and depreciation that was created as a result of the Merger. In addition, in evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we may incur expenses such as those excluded in calculating them. Further, our presentation of these measures should not be construed as an inference that our future operating results will not be affected by unusual or nonrecurring items.

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Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted Net Income are as follows:

• they do not reflect cash outlays for capital expenditures or future contractual commitments;

• they do not reflect changes in, or cash requirements for, working capital;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness;

• in the case of EBITDA and Adjusted EBITDA, they do not reflect income tax expense or the cash necessary to pay income taxes; and

• other companies, including other companies in our industry, may not use EBITDA, Adjusted EBITDA and Adjusted Net Income or may calculate EBITDA, Adjusted EBITDA and Adjusted Net Income differently than as presented in this prospectus, limiting their usefulness as a comparative measure.

EBITDA, Adjusted EBITDA and Adjusted Net Income are not measurements of liquidity or financial performance under GAAP. You should not consider EBITDA, Adjusted EBITDA and Adjusted Net Income as alternatives to cash flows from operating activities or any other performance measures determined in accordance with GAAP, as an indicator of cash flows, as a measure of liquidity or as an alternative to operating or net income determined in accordance with GAAP.

A reconciliation of net income to EBITDA Adjusted EBITDA and Adjusted Net Income is provided below.

(Dollar amounts in thousands)	Year ended December 31, 2011			Nine months ended September 30, 2011			Nine months ended September 30, 2012			Twelve months ended September 30, 2012
Net income from continuing operations	$	24,214		$	19,373		$	3,777		$	8,618
Income tax (benefit) expense		(29,227	)		(30,845	)		1,501			3,119
Interest expense, net		50,160			38,605			38,977			50,532
Depreciation and amortization		69,891			51,977			53,517			71,431
EBITDA		115,038			79,110			97,772			133,700
Stand-alone cost savings (a)		2,570			1,850			1,922			2,642
Equity income (b)		635			53			625			1,207
Compensation and benefits (c)		15,970			15,362			3,480			4,088
Pro forma VRP benefits (d)		4,751			4,751			—			—
Transition fees (e)		3,957			3,625			2,525			2,857
Refinancing and new debt issuance costs (f)		2,422			2,209			8,758			8,971
Management fees (g)		2,532			1,896			2,237			2,873
Purchase accounting (h)		(393	)		(1,413	)		(652	)		368
Other (i)		1,636			1,466			788			958
Adjusted EBITDA	$	149,118		$	108,909		$	117,455		$	157,664
Pro forma EBITDA adjustments (j)		(4,755	)		(4,741	)		—			(14	)
Operating depreciation and amortization (k)		(28,935	)		(21,274	)		(23,386	)		(31,047	)
Cash interest income (expense) (l)		(42,165	)		(32,136	)		(35,236	)		(45,265	)
Cash income taxes (m)		(1,638	)		(1,556	)		(2,130	)		(2,212	)
Adjusted Net Income	$	71,625		$	49,202		$	56,703		$	79,126

(a) For the year ended December 31, 2011, the nine months ended September 30, 2011 and 2012, and the twelve months ended September 30, 2012, primarily represents reimbursements received for certain software maintenance expenses as part of the Merger.

(b) Represents CONTADO’s non-cash equity income and cash dividends. See “Certain Relationships and Related Party Transactions—Related Party Transactions after the Closing of the Merger—CONTADO and Serfinsa.” Includes cash dividends from CONTADO of $1.5 million and $0.7 million for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively, offset by CONTADO’s non-cash equity income of $0.8 million and $0.1 million for the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively.

(c) For the nine months ended September 30, 2012 mainly represents a one-time payment of $2.2 million as a result of the former CEO’s employment modification agreement. For the twelve months ended September 30, 2012 and 2011 periods mainly represents one-time costs related to the VRP and other adjustments related to non-cash equity based compensation.

(d) Adjustment represents the pro forma effect of the expected net savings in compensation and benefits related to employees that participated in the VRP offered by EVERTEC, LLC during the third quarter of 2011. The pro forma was calculated using the actual payroll, benefit and bonus details of the employees participating in the VRP for the 12 month period prior to their termination.

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(e) Primarily relates to professional fees to support additional requirements of a stand-alone entity.

(f) Represents costs relating to the refinancing of the senior secured credit facilities, the issuance of additional notes in the second quarter of 2012 and costs associated with the distribution made to our stockholders also in the second quarter of 2012.

(g) Represents the management fee payable to the equity sponsors. See “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger—Consulting Agreements.”

(h) Primarily represents the elimination of the effects of purchase accounting in connection with certain customer service and software related arrangements where EVERTEC, LLC receives reimbursements from Popular.

(i) Primarily relates to salaries and benefits cost savings on positions vacated in 2009 and not replaced, non-recurring additional property taxes assessed by the government in 2010 and certain non-cash and other adjustments permitted under the senior secured credit facilities and the indenture governing the notes.

(j) Represents the elimination of EBITDA adjustments to reflect the pro forma benefit related to headcount reductions in 2010, post merger stand-alone cost savings and the VRP described in notes (a), (d) and (e) above.

(k) Represents operating depreciation and amortization expense which excludes amounts generated as a result of the Merger.

(l) Represents interest expense adjusted to exclude non-cash amortization of the debt issue cost and accretion of discount and premium.

(m) Represents cash taxes paid for each period presented.

Contractual Obligations

The Company’s contractual obligations as of December 31, 2011 are as follows:

	Payment due by periods
(Dollar amounts in thousands)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Long term debt(1)(2)	$	779,504	$	40,546	$	80,812	$	401,336	$	256,810
Operating Leases(3)		15,166		4,851		8,678		1,544		93
Total	$	794,670	$	45,397	$	89,490	$	402,880	$	256,903

(1) Long-term debt includes the payments of cash interest (based on interest rates as of December 31, 2011 for variable rate debt) and aggregate principal amount of the senior secured term loan facility and the notes, as well as commitments fees related to the unused portion of the senior secured revolving credit facility, as required under the terms of the long-term debt agreements.

(2) On March 3, 2011, EVERTEC, LLC entered into a credit agreement amendment concerning the senior secured credit facilities to, among other things, reduce the interest rate payable on loans under the senior secured credit facilities. On April 7, 2011, EVERTEC, LLC repaid $1.7 million of the senior secured term loan using the cash received from Popular in connection with the acquisition of CONTADO as required under the terms of the senior secured credit facilities. In addition, on May 4, 2011, EVERTEC, LLC made a voluntary prepayment of $24.7 million on the senior secured term loan. There was no prepayment penalty. See Note 11 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information.

(3) Includes certain facilities and equipment under operating leases. See Note 23 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements for additional information regarding operating lease obligations.

Except as described under “Financial Obligations” above, our contractual obligations have not changed materially from those at December 31, 2011.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events, and apply judgments that affect the reported amounts of certain assets and liabilities, and in some instances, the reported amounts of revenues and expenses during the period.

We base our assumptions, estimates, and judgments on historical experience, current events and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. However, because future events are inherently uncertain and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. A summary of significant accounting policies is included in Note 1 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus. We believe that the following accounting estimates are the most critical and they require our most difficult, subjective or complex judgments, resulting for the need to make estimates about this effect of matters that are inherently uncertain.

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Revenue and expense recognition

The majority of our revenues are comprised of transaction-based fees. Typically transaction-based fees consist of a fee per transaction processed, a percentage of dollar volume processed or a fee per account on file, or some combination thereof.

Revenues from merchant contracts are primarily comprised of fees charged to the merchants based on transaction volumes. Merchant acquiring revenues are presented net of interchange and assessments charged by the credit and debit card associations and recognized at the time of the sale.

Revenues in our payment processing segment are primarily comprised of fees per transaction processed or per account on file, or a combination of both, and are recognized at the time services are rendered.

In our business solutions segment, rental and maintenance service revenue is recognized monthly over the corresponding contractual periods. Revenue is allocated to separate units of accounting in a multiple element transaction based on relative selling price, provided each element has stand-alone value to the customer and delivery of any undelivered items is probable and within the Company’s control. In addition, we are a reseller of hardware and software and these are generally one time transactions. Revenues from sales of hardware or software are recognized once the following four criteria are met: (i) evidence of an agreement exists, (ii) delivery and acceptance has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collection of the selling price is reasonably assured.

Revenue from contracts to create data processing centers or software that requires significant modifications or customization and the related costs are recognized as project phases are completed and accepted. Project expenses are deferred and recognized when the related income is earned.

Software and maintenance contracts

Software and maintenance contracts are recorded at cost. Amortization of software and maintenance contracts is computed using the straight-line method and expensed over their estimated useful lives which range from one to five years. Amortization of software packages is included in depreciation and amortization in the consolidated and combined statements of income.

The Company develops software that is used in providing processing services to customers. Capitalized software includes purchased software and capitalized application of internally-developed software. Capitalization of internally developed software occurs only after the preliminary project stage is complete and management estimation that the likelihood of successful development and implementation reaches a provable level. Tasks that are generally capitalized are as follows: (a) system design of a chosen path including software configuration and software interfaces; (b) employee costs directly associated with the internal-use computer software project; (c) software development (coding) and software and system testing and verification; (d) system installation; and (e) enhancements that add function and are considered permanent.

Goodwill and other intangible assets

Goodwill represents the excess of the purchase price and related costs over the value assigned to net assets acquired. Goodwill is not amortized, but is tested for impairment at least annually using a two-step process at each reporting unit level. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired and the second step of the impairment test is unnecessary. If needed, the second step consists of comparing the implied fair value of the reporting unit with the carrying amount of that goodwill. In determining the fair value of a reporting unit, which is based on the nature of the business and reporting unit’s current and expected financial performance, we use a combination of methods, including the income and the market approach. We evaluate the results obtained under each valuation methodology to identify and understand the key value drivers in order to ascertain that the results obtained are reasonable and appropriate under the circumstances.

The income approach is predicated upon the value of the future cash flows that an asset will generate. The process involves a projection of the cash flows that the assets is expected to generate. This requires an analysis of financial information and discussions with marketing, operations, and financial personnel to develop the future income stream attributable to the asset. The next step involves converting these cash flows into a present value equivalent through discounting, using a rate of return, which incorporates for the relevant risk associated with the asset and the time value of money. Under the income approach, we relied on the Discounted Cash Flow method.

Under the market approach, the fair value of an asset reflects the price at which comparable assets are purchased under similar circumstances. Use of the market approach requires that comparable transactions be available, which may include:

• the recent sales price of the same or similar asset in an arm’s-length transaction; or

• the market price for the license of the same or similar asset to an independent third party.

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A major attraction of the market approach is its simple application when a truly comparable transaction is available. This situation is most commonly found when the acquired asset is widely marketed to third parties. Under these circumstances, the market approach represents the most appropriate approach for determining the fair value of the asset. The primary limitation associated with the market approach is the availability of comparable transactions occurring within a time frame close to the valuation date. Under the market approach, we relied on the Guideline Public Company method.

The computations require management to make estimates and assumptions. Critical assumptions that are used as part of these evaluations include:

• a selection of comparable publicly traded companies, operating in the same industry, location and size;

• the discount rate applied to future earnings, based on an estimate weighted average cost of capital;

• the projected financials for each of the reporting units; and

• the market growth and new business assumptions.

Trademarks which existed prior to the Merger were deemed to have an indefinite life and were not amortized but tested for impairment using a one-step process which compares the fair value with the carrying amount of the asset. The valuation of the trademarks was performed using a valuation approach called the “relief-from-royalty” method. The basis of the “relief-from-royalty” method is that, by virtue of having ownership of the trademarks and trade names, the entity is relieved from having to pay a royalty, usually expressed as a percentage of revenue for the use of trademark and trade names. The main estimates involved in the valuation of this intangible asset include the determination of an appropriate royalty rate; the revenue projections that are attributable to the use of the intangible, and the discount rate applied to the projected revenues to arrive at the present value of the intangible. In determining that trademarks have an indefinite life, certain variables were considered, including expected cash inflows and legal, regulatory, contractual, competitive, economic, and other factors, which could limit the intangible asset’s useful life.

Other identifiable intangible assets with a definitive useful life are amortized using the straight-line method. These intangibles are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Allowance for doubtful accounts

An allowance for doubtful accounts is provided based on the estimated uncollectible amounts of the receivables. The estimate is primarily based on a review of the current status of specific accounts receivable. Receivables are considered past due if full payment is not received by the contractual date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted.

Share-based compensation

On September 30, 2010, the Holdings board of directors adopted the Carib Holdings, Inc. 2010 Equity Incentive Plan (the “Equity Incentive Plan”) to grant stock options, rights to purchase shares, restricted stock units and other stock-based rights to employees, directors, consultants and advisors of the Company. The Company expenses employee stock-based payments under the fair value method. ASC 718, Compensation-Stock Compensation, which requires compensation cost for the fair value of stock-based payments at the date they are granted to be recognized over the requisite service period. The Company estimates the fair value of stock-based awards, on a contemporaneous basis, at the date they are granted using the Black-Sholes-Merton option pricing model for Tranche A options and the Monte Carlo simulation analysis for Tranche B and Tranche C options using the following assumptions: (1) stock price; (2) risk-free rate; (3) expected volatility; (4) expected annual dividend yield and (5) expected term. The risk-free rate is based on the U.S. Constant Maturities Treasury Interest Rate as of the grant date. The expected volatility is based on a combination of historical volatility and implied volatility from publicly traded companies in our industry. The expected annual dividend yield is based on management’s expectations of future dividends as of the grant date. The expected term is based on the vesting time of the options.

The fair value of the common stock underlying stock-based awards is determined by the Company’s board of directors using an internal valuation. The board of directors intends all awards to be exercisable at a price per share equal to the per share fair value of the Company’s common stock on the date of the grant. In the absence of a public trading market, management estimates the fair value of the Company’s common stock based on the financial performance of the Company measured using Adjusted EBITDA, calculated using the most recent quarterly information, and an acquisition multiple that management believes is representative of the implied market value for the Company.

See Note 16 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for details regarding the Company’s share-based compensation.

Income tax

                Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of earnings in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. A deferred tax valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax asset will not be realized.

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All companies within EVERTEC are legal entities which file separate income tax returns. Notwithstanding, a proportionate share of Banco Popular’s income tax expense based upon reportable taxable income using the statutory tax rates in Puerto Rico related to the merchant acquiring business and Ticketpop business has been recorded in the EVERTEC Business Group’s combined financial statements that include the nine months ended September 30, 2010 as required under the separate return method to allocate the intercorporate tax for a carve-out. That allocation is not included in the Company’s income tax returns. No temporary differences that give rise to any deferred tax asset or liability resulted as part of this allocation.

JOBS Act

We qualify as an “emerging growth company,” as such term is defined in the JOBS Act, which was signed into law on April 5, 2012. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable.

The JOBS Act also contains provisions that, among other things, reduce certain reporting requirements for “emerging growth companies.” We are in the process of evaluating the benefits of relying on these reduced reporting requirements.

Off Balance Sheet Arrangements

Currently, we do not have any off balance sheet arrangements.

Debt Repurchases

We have in the past purchased and we or our affiliates in the future may, from time to time, purchase the notes. Any such future purchase may be made through open market or privately negotiated transactions with third parties (who may be our affiliates) or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as we or any such affiliates may determine. See Note 11 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements and Note 6 of the Notes to Unaudited Consolidated Financial Statements appearing elsewhere in this prospectus for additional information regarding our past purchases of notes.

Seasonality

EVERTEC’s business generally experiences increased activity during the traditional holiday shopping periods and around other nationally recognized holidays.

Effect of Inflation

While inflationary increases in certain inputs costs, such as occupancy, labor and benefits, and general administrative costs, have an impact on our operating results, inflation has had minimal net impact on our operating results during the last three years, except for our operation in Venezuela which was not acquired as part of the Merger, as overall inflation has been offset by increased selling process and cost reduction actions. We cannot assure you, however, that we will not be affected by general inflation in the future.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks arising from our normal business activities. These market risks principally involve the possibility of change in interest rates that will adversely affect the value of our financial assets and liabilities or future cash flows and earnings. Market risk is the potential loss arising from adverse changes in market rates and prices.

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Interest rate risk

We issued fixed and floating-rate debt which is subject to the fluctuations in interest rates in respect of our floating-rate debt. Borrowings under the senior secured credit facilities accrue interest at variable rates but are subject to floors or minimum rates. A 100 basis points increase in the applicable margins over our floor(s) on our debt balances outstanding as of September 30, 2012, under the senior secured credit facilities would increase our annual interest expense by approximately $5.0 million.

Foreign exchange risk

We conduct business in certain countries in Latin America. Some of this business is conducted in the countries’ local currencies. The resulting foreign currency translation adjustments, from operations for which the functional currency is other than the U.S. dollar, are reported in accumulated other comprehensive income (loss) in the consolidated balance sheet, except for highly inflationary environments in which the effects would be included in other operating income in the consolidated statements of income and comprehensive income. At September 30, 2012, the Company had $1.2 million in a favorable foreign currency translation adjustment as part of accumulated other comprehensive income compared to an unfavorable foreign currency translation adjustment of $1.3 million at December 31, 2011.

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BUSINESS

Company Overview

EVERTEC is the leading full-service transaction processing business in Latin America and the Caribbean. We are based in Puerto Rico and provide a broad range of merchant acquiring, payment processing and business process management services across 19 countries in the region. We process over 1.2 billion transactions annually, and manage the electronic payment network for over 4,900 automated teller machines (“ATM”) and over 107,000 point-of-sale (“POS”) payment terminals. According to the July 2012 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America based on total number of transactions. We own and operate the ATH network, one of the leading ATM and personal identification number (“PIN”) debit networks in Latin America. In addition, we provide a comprehensive suite of software and services for core bank processing, cash processing and technology outsourcing in the regions we serve. We serve a broad and diversified customer base of leading financial institutions, merchants, corporations and government agencies with ‘mission critical’ technology solutions that are essential to their operations, enabling them to issue, process and accept transactions securely, and we believe that our business is well positioned to continue to expand across the fast growing Latin American region.

We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction processing services from a single source across numerous channels and geographic markets. We believe this single source capability provides several competitive advantages which will enable us to continue to penetrate our existing customer base with new, complementary services, win new customers, develop new sales channels and enter new markets. We believe these competitive advantages include:

• Our ability to package and provide a range of services across our customers’ business that often need to be sourced from different vendors;

• Our ability to serve customers with disparate operations in several geographies with a single integrated technology solution that enables them to manage their business as one enterprise; and

• Our ability to capture and analyze data across the transaction processing value chain to provide value-added services that are differentiated from those offered by ‘pure play’ vendors that only have the technology, capabilities and products to serve one portion of the transaction processing value chain (such as only merchant acquiring or payment processing).

Our broad suite of services span the entire transaction processing value chain and include a range of front-end customer facing solutions as well as back-end support services. These include: (i) merchant acquiring services, which enable POS and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefits transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, ATM and EBT card programs; and (iii) business process management solutions, which provide ‘mission critical’ technology solutions such as core bank processing, as well as information technology (“IT”) outsourcing and cash management services to financial institutions, enterprises and governments. We provide these services through a highly scalable, end-to-end technology platform that we manage and operate in-house. Our end-to-end technology platform includes solutions that encompass the entire transaction processing value chain. This enables us to provide ‘front-end’ processing services, such as the electronic capture and authorization of transactions at the point-of-sale, and ‘back-end’ services, such as the clearing and settlement of transactions and account reconciliation for card issuers. Our platform provides us with the broad range of capabilities, flexibility and operating leverage that enable us to innovate and develop new services, differentiate ourselves in the marketplace and generate significant operating efficiencies to continue to maximize profitability.

We sell and distribute our services primarily through a proprietary direct sales force with strong customer relationships. We are also increasingly building a variety of indirect sales channels which enable us to leverage the distribution capabilities of partners in adjacent markets, including value-added resellers, joint ventures and merchant acquiring alliances. Given our breadth across the transaction processing value chain, our customer base is highly diversified by size, type and geographic footprint.

We benefit from an attractive business model, which is characterized by recurring revenue, significant operating margins and low capital expenditure requirements. Our revenue is recurring in nature because of the mission-critical and embedded nature of the services we provide, the high switching costs associated with these services and the multi-year contracts we negotiate with our customers. Our scalable business model creates significant operating efficiencies. In addition, our business model enables us to continue to grow our business organically without significant additional capital expenditures.

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We generate revenues based primarily on transaction fees paid by our merchants and financial institutions in our Merchant Acquiring and Payment Processing segments and on transaction fees or fees based on number of accounts on file in our Business Solutions segment. Our total revenues increased from $276.3 million for the year ended December 31, 2009 to $321.1 million for the year ended December 31, 2011, representing a compound annual growth rate (“CAGR”) of 7.8%. Our Adjusted EBITDA (as defined in Note 2 to “Summary—Summary Historical Consolidated and Combined Financial Data”) increased from $117.6 million for the year ended December 31, 2009 to $149.1 million for the year ended December 31, 2011, representing a CAGR of 12.6%. Our Adjusted Net Income (as defined in Note 2 to “Summary—Summary Historical Consolidated and Combined Financial Data”) increased from $58.2 million for the year ended December 31, 2009 to $71.6 million for the year ended December 31, 2011, representing a CAGR of 10.9%.

History and Separation from Popular

We have a 25 year operating history in the transaction processing industry. Prior to the Merger on September 30, 2010, EVERTEC, LLC was 100% owned by Popular, Inc. (“Popular”), the largest financial institution in the Caribbean, and operated substantially as an independent entity within Popular. In September 2010, Apollo Global Management, LLC, a leading private equity investor, acquired a 51% interest in EVERTEC and shortly thereafter, we began the transition to a separate, stand-alone entity. As a stand-alone company, we have made substantial investments in our technology and infrastructure, recruited various senior executives with significant transaction processing experience in Latin America, enhanced our profitability through targeted productivity and cost savings actions and broadened our footprint beyond the markets historically served.

We continue to benefit from our relationship with Popular. Popular is our largest customer, acts as one of our largest merchant referral partners and sponsors us with the card associations (such as Visa or MasterCard), enabling merchants to accept these card associations’ credit card transactions. Popular also provides merchant sponsorship as one of the participants of the ATH network, enabling merchants to connect to the ATH network and accept ATH debit card transactions. We provide a number of critical products and services to Popular, which are governed by a 15-year Amended and Restated Master Services Agreement (the “Master Services Agreement”) that runs through 2025. For more information on the Master Services Agreement and other related party agreements, see “Certain Relationships and Related Party Transactions—Related Party Transactions in Connection with the Closing of the Merger.”

Industry Trends

Shift to Electronic Payments

The ongoing migration from cash, check and other paper methods of payment to electronic payments continues to benefit the transaction processing industry globally. This migration is driven by factors including customer convenience, marketing efforts by financial institutions, card issuer rewards and the development of new forms of payment. We believe that the penetration of electronic payments in the markets where we principally operate is significantly lower relative to more mature U.S. and European markets and that this ongoing shift will continue to generate substantial growth opportunities for our business.

Fast Growing Latin American and Caribbean Financial Services and Payments Markets

Currently, the adoption of banking products, including electronic payments, in the Latin American and Caribbean region is lower relative to the mature U.S. and European markets. As these markets continue to evolve and grow, the emergence of a larger and more sophisticated consumer base will influence and drive an increase in card and electronic payments usage. According to the November 2011 and May 2012 Nilson Reports, the Latin American payments market is projected to continue to grow at a CAGR of 23.0% through 2015 (as illustrated in the chart below) and represents the second fastest growing market in the world.

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We believe that the attractive characteristics of our markets and our leadership positions across multiple services and sectors will continue to drive growth and profitability in our businesses.

Ongoing Technology Outsourcing Trends

Financial institutions globally are facing significant challenges including the entrance of non-traditional competitors, the compression of margins on traditional products, significant channel proliferation and increasing regulation that could potentially curb profitability. Many of these institutions have traditionally fulfilled their IT needs through legacy computer systems, operated by the institution itself. Legacy systems are generally highly proprietary, inflexible and costly to operate and maintain and we believe the trend to outsource in-house technology systems and processes by financial institutions will continue. According to estimates published by Gartner Dataquest Market Statistics in January 2013, the banking and securities sector in Latin America is forecasted to have $29 billion of annual IT expenditures by 2016. We believe our ability to provide integrated, open, flexible, customer-centric and efficient IT products and services cater to the evolving needs of our customers, particularly for small- and mid-sized financial institutions in the Latin American markets in which we operate.

Industry Innovation

The electronic payments industry experiences ongoing technology innovation. Emerging payment technologies such as prepaid cards, contactless payments, payroll cards, mobile commerce, online “wallets” and innovative POS devices facilitate the continued shift away from cash, check and other paper methods of payment. According to the 2012 World Payments Report, the number of online payments for e-commerce activities and number of payments using mobile devices are projected to grow at compound annual growth rates of 20.0% and 52.7%, respectively from 2009 to 2013. The increasing demand for new and flexible payment options catering to a wider range of consumer segments is driving growth in the electronic payment processing sector.

Our Competitive Strengths

Market Leadership in Latin America and the Caribbean

We believe we have an inherent competitive advantage relative to U.S. competitors based on our ability to locally leverage our infrastructure, as well as our first-hand knowledge of the Latin American and Caribbean markets, language and culture. We have built leadership positions across the transaction processing value chain in the geographic markets that we serve, which we believe will enable us to continue to penetrate our core markets and provide advantages to enter new markets. According to the July 2012 Nilson Report, we are the sixth largest merchant acquirer in Latin America and the largest in the Caribbean and Central America based on total number of transactions. We own and operate the ATH network, one of the leading ATM and PIN debit networks in Latin America. The ATH network processed over 625 million transactions in 2011, which according to management estimates, makes ATH branded products the most frequently used electronic method of payment in Puerto Rico, exceeding the total transaction volume of Visa, MasterCard, American Express and Discover, combined. Given our scale and customer base of top tier financial institutions and government entities, we believe we are the leading card issuer and core bank processor in the Caribbean and the only non-bank provider of cash processing services to the U.S. Federal Reserve in the Caribbean. We believe our competitive position and strong brand recognition increases card acceptance, driving usage of our proprietary network, and presents opportunities for future strategic relationships.

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Diversified Business Model Across the Transaction Processing Value Chain

Our leadership position in the region is driven in part by our diversified business model which provides the full range of merchant acquiring, payment processing and business solutions services to financial institutions, merchants, corporations and government agencies across different geographies. We offer end-to-end technology solutions through a single provider and we have the ability to tailor and customize the features and functionality of all our products and services to the specific requirements of our customers in various industries and across geographic markets. We believe the breadth of our offerings enables us to penetrate our customer base from a variety of perspectives and positions us favorably to cross-sell our other offerings over time. For example, we may host a client’s electronic cash register software (part of the Business Solutions segment), acquire transactions that originate at that electronic cash register (part of the Merchant Acquiring segment), route the transaction through the ATH network (part of the Payment Processing segment), and finally settle the transaction between the client and the issuer bank (part of the Payment Processing segment). In addition, we can serve customers with disparate operations in several geographies with a single integrated technology solution that enables them to access one processing platform and manage their business as one enterprise. We believe these services are becoming increasingly complementary and integrated as our customers seek to capture, analyze and monetize the vast amounts of data that they process across their enterprises. As a result, we are able to capture significant value across the transaction processing value chain and believe that this combination of attributes represents a differentiated value proposition vis-à-vis our competitors who have a limited product and service offering.

Broad and Deep Customer Relationships and Recurring Revenue Business Model

We have built a strong and long-standing portfolio of top tier financial institution, merchant, corporate and government customers across Latin America and the Caribbean, which provide us with a reliable, recurring revenue base and powerful references that have helped us expand into new channels and geographic markets. Customers representing approximately 99% of our 2010 revenue continued to be customers in 2011, due to the mission-critical and embedded nature of the services provided and the high switching costs associated with these services. Our Payment Processing and Merchant Acquiring segments, as well as certain business lines representing the majority of our Business Solutions segment, generate recurring revenues that collectively accounted for approximately 85% of our total revenues in 2011. We receive recurring revenues from services based on our customers’ on-going daily commercial activity such as processing loans, hosting accounts and information on our servers, and processing everyday payments at grocery stores, gas stations and similar establishments. We generally provide these services under one to five year contracts, often with automatic renewals. We also provide a few project-based services that generate non-recurring revenues in our Business Solutions segment such as IT consulting for a specific project or integration. Additionally, we entered into an exclusive 15-year Master Services Agreement with Popular on September 30, 2010. We provide a number of critical payment processing and business solutions products and services to Popular and benefit from the bank’s distribution network and continued support. Through our long-standing and diverse customer relationships, we are able to gain valuable insight into trends in the marketplace that allows us to identify new market opportunities. In addition, we believe the recurring nature of our business model provides us with significant revenue and earnings stability.

Highly Scalable, End-to-End Technology Platform

Our diversified business model is supported by our highly scalable, end-to-end technology platform which allows us to provide a full range of transaction processing services and develop and deploy a broad suite of technology solutions to our customers at low incremental costs and increasing operating efficiencies. We have spent over $135 million over the last five years on technology investments to continue to build the capacity and functionality of our platform and we have been able to achieve attractive economies of scale with flexible product development capabilities. We have a proven ability to seamlessly leverage our existing platforms to develop new products and services and expand in new markets. We believe that our platform will increasingly allow us to provide differentiated services to our customers and facilitate further expansion into new sales channels and geographic markets.

Experienced Management Team with a Strong Track Record of Execution

We have grown our revenue organically by introducing new products and services and expanding our geographic footprint throughout Latin America. We have a proven track record of creating value from operational and technology improvements and capitalizing on cross-selling opportunities. We have combined new leadership at EVERTEC, bringing many years of industry experience, with long-standing leadership at the operating business level. In 2012, Peter Harrington, former President of Latin America and Canada for First Data Corporation, joined our management team as our President and Chief Executive Officer. Also, in 2012, Philip Steurer, former Senior Vice President of Latin America for First Data Corporation, joined our management team as our Chief Operating Officer. Mr. Harrington and Mr. Steurer both have extensive experience managing and growing transaction

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processing businesses in Latin America as well as North America, Asia and Europe. In addition, we successfully executed our separation from Popular, transitioning EVERTEC from a division of a larger company to a stand-alone entity with public company best practices. Instrumental to this transition was our Chief Financial Officer Juan J. Roman, former CFO of Triple-S Management, a publicly listed insurance company. Collectively our management team benefits from an average of over 20 years of industry experience and we believe they are well positioned to continue to drive growth across business lines and regions.

Our Growth Strategy

We intend to grow our business by continuing to execute on the following business strategies:

Continue Cross-Sales to Existing Customers

We seek to grow revenue by continuing to sell additional products and services to our existing merchant, financial institution, corporate and government customers. We intend to broaden and deepen our customer relationships by leveraging our full suite of end-to-end technology solutions. For example, we believe that there is significant opportunity to cross-sell our network services, ATM point-of-sale processing and card issuer processing services to our over 180 existing financial institution customers, particularly in markets outside of Puerto Rico. We will also seek to continue to cross-sell value added services into our existing merchant base of over 27,000 locations.

Leverage Our Franchise to Attract New Customers in the Markets We Currently Serve

We intend to attract new customers by leveraging our comprehensive product and services offering, the strength of our brand and our leading end-to-end technology platform. Furthermore, we believe we are uniquely positioned to develop new products and services to take advantage of our access to and position in markets we currently serve. For example, in markets we serve outside of Puerto Rico, we believe there is a significant opportunity to penetrate small to medium financial institutions with our products and services, as well as to penetrate governments with offerings such as EBT.

Expand in the Latin American Region

We believe there is substantial opportunity to expand our businesses in the Latin American region. We believe that we have a competitive advantage relative to U.S. competitors based on our ability to locally leverage our infrastructure, breadth of products and services as well as our first-hand knowledge of Latin American markets, language and culture. Significant growth opportunities exist in a number of large markets such as Colombia, México, Chile and Argentina. We also believe that there is an opportunity to provide our services to existing financial institution customers in other regions where they operate. Additionally, we continually evaluate our strategic plans for geographic expansion, which can be achieved through joint ventures, partnerships, alliances or strategic acquisitions.

Develop New Products and Services

Our experience with our customers provides us with insight into their needs and enables us to continuously develop new transaction processing services. We plan to continue growing our merchant, financial institution, corporate and government customer base by developing and offering additional value-added products and services to cross-sell along with our core offerings. We intend to continue to focus on these and other new product opportunities in order to take advantage of our leadership position in the transaction processing industry in the Latin American and Caribbean region.

Pursue Acquisitions

We intend to evaluate select acquisition opportunities to expand geographically as well as broaden our product and services offerings.

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Our Business

We offer our customers full end-to-end products and solutions across the transaction processing value chain from a single source across numerous channels and geographic markets. The diagram below illustrates the complementary and integrated nature of the services we provide across our three reportable business segments, which are collectively supported by our processing technology platform, proprietary network and direct sales force. Our segments are described in greater detail following the diagram.

Merchant Acquiring

According to the July 2012 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America based on total number of transactions. Our Merchant Acquiring business provides services to merchants at over 27,000 locations that allow them to accept electronic methods of payment such as debit, credit, prepaid and EBT cards carrying the ATH, Visa, MasterCard, Discover and American Express brands. Our full suite of merchant acquiring services includes, but is not limited to, the underwriting of each merchant’s contract, the deployment of POS devices and other equipment necessary to capture merchant transactions, the processing of transactions at the point-of-sale, the settlement of funds with the participating financial institution, detailed sales reports and customer support. In 2011, our Merchant Acquiring business processed over 280 million transactions.

Our Merchant Acquiring business generated $62.0 million, or 19.3%, of total revenues and $30.3 million, or 27.0%, of total segment income from operations for the year ended December 31, 2011.

Payment Processing

We are the largest card processor and network services provider in the Caribbean. We provide an innovative and diversified suite of payment processing products and services to blue chip regional and global corporate customers, government agencies, and financial institutions across Latin American and the Caribbean. These services provide the infrastructure technology necessary to facilitate the processing and routing of payments across the transaction processing value chain.

At the point-of-sale, we sell transaction processing technology, similar to the services in our Merchant Acquiring business, to other merchant acquirers to enable them to service their own merchant customers. We also offer terminal driving solutions to merchants, merchant acquirers (including our Merchant Acquiring business) and financial institutions, which provide the technology to securely operate, manage and monitor POS terminals and ATMs. We also sell and rent POS devices to financial institution customers who seek to deploy them across their own businesses. We currently provide technology services for over 4,900 ATMs and over 107,000 POS terminals in the region and are continuously certifying new machines and devices to expand this reach.

To connect the POS terminals to card issuers, we own and operate the ATH network, one of the leading ATM and PIN debit networks in Latin America. The ATH network connects the merchant or merchant acquirer to the card issuer and enables transactions to be routed or “switched” across the transaction processing value chain. The ATH network offers the technology, communications standards, rules and procedures, security and encryption, funds settlement and common branding that allow consumers, merchants, merchant acquirers, ATMs, card issuer processors and card issuers to conduct commerce seamlessly, across a variety of channels, similar to the services provided by Visa and MasterCard. The ATH network processed over 625 million transactions in 2011. Over 70% of all ATM transactions and over 80% of all debit transactions in Puerto Rico are processed over the ATH network.

To enable financial institutions, governments and other businesses to issue and operate a range of payment products and services, we offer an array of card processing and other payment technology services, such as internet and mobile banking software services, bill payment systems and EBT solutions.

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Financial institutions and certain retailers outsource to us certain card processing services such as card issuance, processing card applications, cardholder account maintenance, transaction authorization and posting, fraud and risk management services, and settlement. Our payment products include electronic check processing, automated clearing house (“ACH”), lockbox, online, interactive voice response and web-based payments through personalized websites, among others.

We have been the only provider of EBT services to the Puerto Rican government since 1998, processing approximately $2.5 billion in volume annually. Our EBT application allows certain agencies to deliver government benefits to participants through a magnetic card system and serves over 850,000 active participants.

Our Payment Processing business accounted for $85.7 million, or 26.7%, of total revenues and $45.0 million, or 40.2%, of total segment income from operations for the year ended December 31, 2011.

Business Solutions

We provide our financial institution, corporate and government customers with a full suite of business process management solutions including specifically core bank processing, network hosting and management, IT consulting services, business process outsourcing, item and cash processing, and fulfillment. In addition, we believe we are the only non-bank provider of cash processing services to the U.S. Federal Reserve in the Caribbean.

Our Business Solutions business accounted for $173.4 million, or 54.0%, of total revenues and $36.7 million, or 32.8%, of total segment income from operations for the year ended December 31, 2011.

Competition

Competitive factors impacting the success of our services include the quality of the technology-based application or service, application features and functions, ease of delivery and integration, ability of the provider to maintain, enhance, and support the applications or services, and price. We believe that we compete favorably in each of these categories. In addition, we believe that our relationship with Banco Popular, large market share and financial institution industry expertise, combined with our ability to offer multiple applications, services and integrated solutions to individual customers, enhances our competitiveness against companies with more limited offerings.

In Merchant Acquiring, we compete with several other service providers and financial institutions, including Vantiv, Inc., First Data Corporation, Global Payment Inc., Elavon, Inc., Sage Payment Solutions and some local banks. Also, the card associations and payment networks are increasingly offering products and services that compete with ours. The main competitive factors are price, brand awareness, strength of the relationship with financial institutions, system functionality, service capabilities and innovation. Our business is also impacted by the expansion of new payment methods and devices, card association business model expansion, and bank consolidation.

In Payment Processing, we compete with several other third party card processors and debit networks, including First Data Corporation, Fidelity National Information Services, Inc., Fiserv, Inc., Total System Services, Inc., Vantiv, Inc. and Global Payment Inc. Also, the card associations and payment networks are increasingly offering products and services that compete with our products and services. The main competitive factors are price, system performance and reliability, system functionality, security, service capabilities and disaster recovery and business continuity capabilities.

In Business Solutions, our main competition includes internal technology departments within financial institutions, retailers, data processing or software development departments of large companies and/or large computer manufacturers. Main competitive factors are price, system performance and reliability, system functionality, security, service capabilities, and disaster recovery and business continuity capabilities.

Intellectual Property

We own numerous registrations for several trademarks in different jurisdictions and own or have licenses to use certain software and technology, which are critical to our business and future success. For example, we own the

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ATH and EVERTEC trademarks, which are associated by the public, financial institutions and merchants with high quality and reliable electronic commerce, payments, and debit network solutions and services. Such goodwill allows us to be competitive, retain our customers, and expand our business. Further, we also use a combination of proprietary software, including software that we own and technology and software licensed from Popular and other third parties to operate our business and deliver secure and reliable products and services to our customers.

We protect our intellectual property rights by securing trademark and copyright registrations as well as applying for patents in the relevant jurisdictions. We also protect proprietary know-how and trade secrets through company confidentiality policies, licenses, programs, and contractual agreements.

For a description of our arrangements with Popular regarding intellectual property, see “Certain Relationships and Related Party Transactions.”

Employees

As of September 30, 2012, we employed 1,529 persons in 6 countries throughout Latin America and the Caribbean. Of the total number of employees, 1,184 were employed in Puerto Rico and 345 in Latin America and the Caribbean. None of our employees are subject to collective bargaining agreements, and we consider our relationships with our employees to be good. We have not experienced any work stoppages.

Government Regulation and Payment Network Rules

Oversight by the Federal Reserve

Popular is a bank holding company that has elected to be treated as a financial holding company under the provisions of the Graham-Leach-Bliley Act of 1999. Because of Popular’s ownership interest in us, we are subject to oversight by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and our activities are subject to several related significant restrictions.

Transactions with Affiliates

There are various restrictions on our ability to borrow from, and engage in certain other transactions with, Popular’s bank subsidiaries, Banco Popular and Banco Popular North America (“BPNA”). In general, Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board’s Regulation W require that any “covered transaction” that we enter into with Banco Popular or BPNA (or any of their respective subsidiaries), as the case may be, must be secured by designated amounts of specified collateral and must be limited to 10% of Banco Popular’s or BPNA’s, as the case may be, capital stock and surplus. In addition, all “covered transactions” between Banco Popular or BPNA, on the one hand, and Popular and all of its subsidiaries and affiliates (which for these purposes includes EVERTEC, LLC) on the other hand, must be limited to 20% of Banco Popular’s or BPNA’s, as the case may be, capital stock and surplus. “Covered transactions” are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the Federal Reserve Board) from the affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

In addition, Section 23B and Regulation W require all transactions between us and either Banco Popular or BPNA be on terms and conditions, including credit standards, that are substantially the same or at least as favorable to Banco Popular or BPNA, as the case may be, as those prevailing at the time for comparable transactions involving other non-affiliated companies or, in the absence of comparable transactions, on terms and conditions, including credit standards, that in good faith would be offered by Banco Popular or BPNA to, or would apply to, non-affiliated companies.

Permissible Activities

As a result of Popular’s ownership interest in us, we are considered to be a foreign subsidiary of a bank holding company under the Federal Reserve Board’s regulations. Consequently, we rely on the authority granted

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under the Federal Reserve Board’s Regulation K to conduct our data processing, management consulting and related activities outside the United States. Furthermore, before our predecessor was acquired by Popular, it was engaged in certain activities that are not otherwise permissible for a foreign subsidiary under the banking regulations. We continue to engage in such activities pursuant to authority under the Federal Reserve Board’s Regulation K, which allows a bank holding company to retain, in the context of an acquisition of a going concern, such otherwise impermissible activities if they account for not more than 5% of either the consolidated assets or consolidated revenues of the acquired organization.

Regulatory Reform and Other Legislative Initiatives

The payment card industry has come under increased scrutiny from lawmakers and regulators. In July 2010, the Dodd-Frank Act was signed into law in the United States. The Dodd-Frank Act sets forth significant structural and other changes to the regulation of the financial services industry and establishes a new agency, the Bureau of Consumer Financial Protection, to regulate consumer financial products and services (including many offered by us and by our customers). In addition, the Durbin Amendment imposes new restrictions on card networks and debit card issuers. More specifically, the Durbin Amendment provides that interchange transaction fees that a card issuer may receive or charge for an electronic debit transaction must be “reasonable and proportional” to the cost incurred by the card issuer in processing the transaction.

The Federal Reserve Board adopted the final regulations on June 22, 2011. The final regulations (a) set a cap on debit transaction interchange fees to $.21 + 5 bps + $.01 (as a fraud adjustment for issuers that have in place policies and measures to address fraud); (b) require that issuers must enable two unaffiliated payment card networks on their debit cards without regard to authentication method; and (c) prohibit card issuers and payment card networks from entering into exclusivity arrangements for debit card processing and restricts card issuers and payment networks from inhibiting the ability of merchants to direct the routing of debit card transactions over networks of their choice. The final regulations also allows merchants to set minimum dollar amounts (currently, not to exceed $10) for the use of a credit card and provide discounts to consumers who pay with various payment methods, such as cash (which two practices previously violated applicable payment card network rules).

We are currently analyzing the Federal Reserve Board’s final regulations described above. To date, the Durbin Amendment has had mixed implications for our business, but the overall net impact has been positive. However, we cannot be certain that this trend will continue, and we believe that any future impact (positive or negative) resulting from the Durbin Amendment is uncertain due to the competitive landscape in which we operate. In addition to the Dodd-Frank Act, from time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to diminish the powers of bank holding companies and their affiliates. Such legislation could change banking statutes and our operating environment in substantial and unpredictable ways. If enacted, such legislation could increase the cost of doing business or limit permissible activities. We cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on our financial condition or results of operations.

Other Government Regulations

In addition to oversight by the Federal Reserve Board, our services are subject to a broad range of complex federal, state, Puerto Rico and foreign regulation, including privacy laws, international trade regulations, the Bank Secrecy Act, anti-money laundering laws, the U.S. Internal Revenue Code, the PR Code, the Employee Retirement Income Security Act, the Health Insurance Portability and Accountability Act and other Puerto Rico laws and regulations. Failure of our services to comply with applicable laws and regulations could result in restrictions on our ability to provide them, as well as the imposition of civil fines and/or criminal penalties. The principal areas of regulation (in addition to oversight by the Federal Reserve Board) that impact our business are described below.

Privacy

We and our financial institution clients are required to comply with various state, federal and foreign privacy laws and regulations, including those imposed under the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act. These regulations place restrictions on the use of non-public personal information. All financial institutions must disclose detailed privacy policies to their customers and offer them the opportunity to direct the financial institution not to share information with third parties. The regulations, however,

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permit financial institutions to share information with non-affiliated parties who perform services for the financial institutions. These laws also impose requirements for safeguarding personal information through the issuance of data security standards or guidelines. Certain state laws impose similar privacy obligations, as well as, in certain circumstances, obligations to provide notification to affected individuals, states officers and consumer reporting agencies, as well as businesses and governmental agencies that own data, of security breaches of computer databases that contain personal information. In addition, State and Federal government agencies have been contemplating or developing new initiatives to safeguard privacy and enhance data security. As a provider of services to financial institutions, we are required to comply with the privacy regulations and are bound by the same limitations on disclosure of the information received from our customers as apply to the financial institutions themselves. See “Risk Factors—Risks Related to Our Business—Security breaches or our own failure to comply with privacy regulations and industry security requirements imposed on providers of services to financial institutions and card processing services could harm our business by disrupting our delivery of services and damaging our reputation.”

Anti-Money Laundering and Office of Foreign Assets Control Regulation

Because of Popular’s ownership interest in EVERTEC and because we provide data processing services to both foreign and domestic financial institutions, we are required to comply with certain anti-money laundering and terrorist financing laws and economic sanctions imposed on designated foreign countries, nationals and others. Specifically, we must adhere to the requirements of the Bank Secrecy Act regarding processing and facilitation of financial transactions. Furthermore, as a data processing company that provides services to foreign parties and facilitates financial transactions between foreign parties, we are obligated to screen all transactions for compliance with the sanctions programs administered by OFAC. These regulations prohibit us from entering into or facilitating a transaction that involves persons, governments, or countries designated by the U.S. Government under one or more sanctions regimes.

A major focus of governmental policy in recent years has been aimed at combating money laundering and terrorist financing. Preventing and detecting money laundering, and other related suspicious activities at their earliest stages warrants careful monitoring. The Bank Secrecy Act, along with a number of other anti-money laundering laws, imposes various reporting and record-keeping requirements concerning currency and other types of monetary instruments. Actions, such as structuring transactions to avoid Bank Secrecy Act and anti-money laundering law reporting requirements, failing to prepare or file required reports, preparing inaccurate reports, money laundering, attempted money laundering, and advising customers in any of these activities are violations or potential violations of law. These laws and regulations impose obligations to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for us.

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports of goods or services from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

FCPA and Other

As a data processing company that services both foreign and domestic clients, our business activities in foreign countries, and in particular our transactions with foreign governmental entities, subject us to the anti-bribery provisions of the FCPA. Pursuant to applicable anti-bribery laws, our transactions with foreign government officials and political candidates are restricted. Finally, in the course of business with foreign clients and subsidiaries, we

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export certain software and hardware that is controlled by the Export Administration Regulations from the United States to the foreign parties. Together, these regulations place restrictions on who we can transact with, what transactions may be facilitated, how we may operate in foreign jurisdictions, and what we may export to foreign countries.

Association and Network Rules

We and certain of our subsidiaries are members of or certified processors for several card associations and payment networks, including the ATH network, MasterCard, Visa, American Express, Discover and numerous debit and EBT networks in connection with the services we provide to our customers. As such, we are subject to applicable card association and network rules, which could subject us to a variety of fines or penalties that may be levied by the card associations or networks for certain acts and/or omissions by us, our acquirer customers, processing customers and/or merchants. We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions processed by us using the Automated Clearing House Network and to various government laws regarding such operations, including laws pertaining to EBT.

Geographic Concentration

Our revenue composition by geographical area is based on two categories: Latin America and the Caribbean. Latin America includes, among others, Costa Rica, México, Guatemala and Panamá. The Caribbean includes Puerto Rico, the Dominican Republic and Virgin Islands, among others. See Note 24 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for additional information.

Legal Proceedings

We are defendants in various lawsuits or arbitration proceedings arising in the ordinary course of business. Management believes, based on the opinion of legal counsel and other factors, that the aggregated liabilities, if any, arising from such actions will not have a material adverse effect on the financial condition or results of operations of the Company.

Property

Our principal operations are conducted in Puerto Rico. Our principal executive offices are located at Cupey Center Building, Road 176, Kilometer 1.3, San Juan, Puerto Rico 00926.

We own one property in Costa Rica, in the province of San Jose, which is used by our Costa Rican subsidiaries for their Payment Processing businesses. We also lease space in 12 other locations across Latin America and the Caribbean, including our headquarters in San Juan, Puerto Rico and various data centers and office facilities to meet our sales and operating needs. We believe that our properties are in good operating condition and adequately serve our current business operations. We also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding the individuals who currently serve as our executive officers and members of our Board as of January 1, 2013.

Name	Age		Title
Peter Harrington		52	President and Chief Executive Officer
Juan J. Román		47	Executive Vice President and Chief Financial Officer
Philip E. Steurer		43	Executive Vice President and Chief Operating Officer
Carlos J. Ramírez		51	Executive Vice President, Head of Business Solutions & Transaction Processing Sales
Miguel Vizcarrondo		39	Executive Vice President, Head of Merchant Acquiring Business & ATH Network
Luis G. Alvarado		49	Senior Vice President, Head of Sales for Latin America
Jorge R. Hernández		47	Senior Vice President, Head of ATH Network
Marc E. Becker		40	Chairman of the Board and Director
Félix M. Villamil		50	Vice Chairman of the Board and Director
Jorge Junquera		64	Director
Nathaniel J. Lipman		48	Director
Matthew H. Nord		33	Director
Richard L. Carrión Rexach		60	Director
Néstor O. Rivera		66	Director
Scott I. Ross		32	Director
Thomas M. White		55	Director

Peter Harrington has been our President and Chief Executive Officer (“CEO”) since April 17, 2012 and EVERTEC, LLC’s President and Chief Executive Officer since February 22, 2012. Prior to joining EVERTEC, Mr. Harrington served as President of Latin America and Canada for First Data Corporation, a merchant acquiring and payment processing company (“First Data”), from 2002 to 2008. Prior to that role, Mr. Harrington served as President of PaySys International, Inc., a wholly owned subsidiary of First Data. Mr. Harrington joined First Data in 1998 as the Director of European Operations. Prior to joining First Data, he was a Managing Director responsible for the card processing business of EDS Africa, a subsidiary of Electronic Data Systems. Mr. Harrington also managed lending and credit card operations at The Massachusetts Company (a subsidiary of Travelers Insurance Company) and Fleet National Bank. In 2009, Mr. Harrington founded a consulting business focused on the payments industry where he consulted for major international payment companies and leading private equity firms operating in Canada and Latin America.

Juan J. Román has been our Executive Vice President and Chief Financial Officer (“CFO”) since April 17, 2012 and EVERTEC, LLC’s Executive Vice President and Chief Financial Officer since August 1, 2011. Prior to joining EVERTEC, Mr. Román served as Vice President of Finance and Chief Financial Officer of Triple-S Management Corporation, a provider of managed care and related products, since 2002. From 1996 to 2002, Mr. Román held numerous positions with Triple-S Management Corporation or its subsidiaries. From 1987 to 1995, Mr. Román worked at KPMG, LLP. Mr. Román has been a Certified Public Accountant and a member of the Puerto Rico Society of Certified Public Accountants as well as the American Institute of Certified Public Accountants since 1989.

Philip E. Steurer has been our and EVERTEC, LLC’s Executive Vice President and Chief Operating Officer since August 1, 2012. Previously, Mr. Steurer served as Senior Vice President of Latin America for First Data from 2001 to 2012. Prior to that role, Mr. Steurer served as Unit Manager, Credit Services for Sears, Roebuck and Co. from 1999 to 2001.

Carlos J. Ramírez has been our Executive Vice President, Head of Business Solutions & Transaction Processing Sales since April 17, 2012 and EVERTEC, LLC’s Executive Vice President, Head of Business

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Development since 2004. From 1997 to 2004, Mr. Ramírez served as Senior Executive Vice President of Business Development for GM Group, Inc. Puerto Rico. From 1990 to 1997, Mr. Ramírez served as Senior Executive Vice President for GM Group, Inc. International Division. From 1984 to 1990, Mr. Ramírez served as Sales Manager for Multiple Computer Services and as Systems Engineer from 1983 to 1984.

Miguel Vizcarrondo has been our Executive Vice President, Head of Merchant Acquiring Business & ATH Network since April 17, 2012 and Executive Vice President, Head of Merchant Acquiring Business since February 22, 2012. Prior to that, Mr. Vizcarrondo served as EVERTEC, LLC’s Senior Vice President, Head of the Merchant Acquiring Business since the consummation of the Merger. Prior to the Merger, Mr. Vizcarrondo has served in that capacity for Banco Popular since 2006. From 2000 to 2006, Mr. Vizcarrondo served as Vice President–Corporate Banking for Banco Popular. From 1996 to 2000, Mr. Vizcarrondo served as Portfolio Manager–Treasury Division for Banco Popular. Mr. Vizcarrondo is the nephew of Mr. Carrión, who has been a member of EVERTEC, LLC’s Board of Managers (the “EVERTEC, LLC Board”) since the consummation of the Merger.

Luis G. Alvarado has been has been our Senior Vice President, Head of the Sales for Latin America since April 17, 2012 and EVERTEC, LLC’s Senior Vice President, Head of Sales for Latin America since 2006. Mr. Alvarado also serves as President of Serfinsa S.A. de C.V., a position he has held since 2008. Mr. Alvarado served as General Manager of ATH Costa Rica, S.A. from 2000 to 2006 and served as Operations Manager from 1997 to 2000. Prior to joining ATH Costa Rica, S.A., Mr. Alvarado served as Regional Analysis and Programming Chief for Credomatic Costa Rica from 1989 to 1997. Prior to that, he served as 4GL’s Support for UNISYS, CA from 1988 to 1989. From 1987 to 1988, Mr. Alvarado was Development Manager for GB/SYS, S.A. and from 1987 to 1987 he was Assistant of the Operation Department at Instituto Tecnológico of Costa Rica. Mr. Alvarado began his career as a Programmer for Cooperativa Victoria R. L. CR from 1986 to 1987.

Jorge R. Hernández has been our Senior Vice President, Head of the ATH Network since April 17, 2012 and EVERTEC, LLC’s Senior Vice President, Head of the ATH Network since 2004. Prior to joining EVERTEC, Mr. Hernández served as Senior Executive Vice President and Manager–ATH/EBT Division of the GM Group, Inc. From 1988 to 2000, Mr. Hernández was employed by Banco Popular. Mr. Hernández first joined Banco Popular as a part of the Branch Management Associates Program in 1988. From 1988 to 1992 he served as Project Manager–Marketing Division. From 1992 to 1994, Mr. Hernández served as Project Manager–Telepago Popular. From 1994 to 1998, Mr. Hernández was Assistant Vice President and Manager–Projects Administration Department, Electronic Banking Division. Mr. Hernández served as Vice President and Manager–ATH Network & Operations Department, Electronic Banking Division from 1988 to 1999. Mr. Hernández served as Vice President and Manager–Electronic Banking Division from 1999 to 2000. Mr. Hernández began his career as an Account Executive–Direct Marketing Group at Badillo Saatchi & Saatchi from 1987 to 1988.

Marc E. Becker has been our Chairman of the Board since April 17, 2012 and EVERTEC, LLC’s Chairman of the Board since the consummation of the Merger. Mr. Becker is a partner of Apollo Management. He has been employed with affiliates of Apollo Management since 1996 and has served as an officer of certain affiliates of Apollo Management since 1999. Prior to that time, Mr. Becker was employed by Smith Barney Inc. within its Investment Banking division. Mr. Becker serves on several boards of directors, including Affinion Group, Inc., Apollo Residential Mortgage, Inc., Vantium Capital, Realogy Holdings Corp. and SourceHOV, Inc. During the past five years, Mr. Becker also served as a director of Quality Distribution, Inc. (from June 1998 to May 2011), Countrywide plc (from May 2007 to February 2009), National Financial Partners (from January 1999 to May 2007), SourceCORP (from January 2006 to April 2011) and Metals USA Holdings Corp. (from May 2005 to December 2007), and prior thereto, Mr. Becker also served as a director of UAP Holding Corp. (from November 2003 to November 2006). Mr. Becker has significant experience in making and managing private equity investments on behalf of Apollo Management and over 19 years experience in financing, analyzing and investing in public and private companies.

Félix M. Villamil has been Vice Chairman of our Board since April 17, 2012 and has served as EVERTEC, LLC’s Vice Chairman of the Board since February 22, 2012. Prior to that, Mr. Villamil served as member of the EVERTEC, LLC Board and President and Chief Executive Officer of EVERTEC, LLC from 2004 until February 22, 2012. Prior to joining EVERTEC, Mr. Villamil served as Executive Vice President of Popular (NASDAQ: BPOP) from 2002 to 2004. From 1990 to 2004, Mr. Villamil was employed by Banco Popular where he

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served as Vice President–Assistant General Auditor from 1990 to 1995, as Senior Vice President and General Auditor from 1995 to 1997, as Senior Vice President–Credit Risk Management Division from 1997 to 2001 and as Senior Vice President–Retail Banking Group from 2001 to 2002. Before his employment with Banco Popular, Mr. Villamil served as Vice President–General Auditor for Banco de Ponce from 1989 to 1990. Mr. Villamil began his career as Audit Manager, primarily in the financial institutions segment, for KPMG LLP from 1984 to 1989. Mr. Villamil has been a Certified Public Accountant since 1985. Mr. Villamil has significant experience in the banking and processing business.

Jorge Junquera has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Junquera has been Senior Executive Vice President of Popular since 1997. Mr. Junquera has been Chief Financial Officer of Popular and Banco Popular and Supervisor of the Financial Management Group of Popular since 1996. Mr. Junquera has also served as President and Director of Popular International Bank, Inc., a direct wholly-owned subsidiary of Popular, since 1996. As of March 15, 2013, Mr. Junquera is expected to assume the role of Vice Chairman and Special Assistant to the CEO of Popular, and will no longer serve as Chief Financial Officer of Popular. Mr. Junquera served as Director of Banco Popular until 2000. He again undertook the role of Director from 2001 to the present. Mr. Junquera has also served as a Director of Popular North America, Inc. since 1996 and of other indirect wholly-owned subsidiaries of Popular. Mr. Junquera has significant experience managing financial institutions and serving on boards of directors.

Nathaniel J. Lipman has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Lipman has served as the executive Chairman of the Board of Directors of Affinion Group Holdings, Inc. and Affinion Group, Inc. since October 17, 2005. Previously, he also served as the Chief Executive Officer of Affinion Group Holdings, Inc. and Affinion Group, Inc. from October 17, 2005 to September 20, 2012. Mr. Lipman served as the President of Affinion Group Holdings, Inc. from October 17, 2005 to January 14, 2011, and as the President of Affinion Group, Inc. from October 17, 2005 to January 13, 2010. Mr. Lipman was formerly the President and Chief Executive Officer of Trilegiant, Inc. starting in August 2002 and President and Chief Executive Officer of Cendant Marketing Group starting in January 2004. From September 2001 until August 2002, he was Senior Executive Vice President of Business Development and Marketing of Trilegiant. Mr. Lipman served as Executive Vice President of Business Development for Cendant Membership Services from March 2000 to August 2001. He joined the Alliance Marketing Division of Cendant in June 1999 as Senior Vice President, Business Development and Strategic Planning. Mr. Lipman was previously Senior Executive Vice President, Corporate Development and Strategic Planning, for Planet Hollywood International, Inc., from 1996 until April 1999. Prior to his tenure at Planet Hollywood, Mr. Lipman was Senior Vice President and General Counsel of House of Blues Entertainment, Inc. and Senior Corporate Counsel at The Walt Disney Company. Mr. Lipman has over 15 years of experience managing and serving on the boards of various corporations.

Matthew H. Nord has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Nord is a partner of Apollo Management and has been employed with affiliates of Apollo Management since 2003. Prior to that time, Mr. Nord was a member of the Investment Banking division of Salomon Smith Barney Inc. Mr. Nord serves on several boards of directors, including Affinion Group, Inc., SourceHOV LLC, the holding company for Constellium and Noranda Aluminum Holding Corporation. During the past five years, Mr. Nord has also served as a director of Mobile Satellite Ventures, a subsidiary of Skyterra Communications, Inc. (from September 2006 to April 2008) and Hughes Telematics, Inc. (from December 2006 to July 2012). Mr. Nord also serves on the Board of Overseers of the University of Pennsylvania’s School of Design. Mr. Nord has significant experience in making and managing private equity investments on behalf of Apollo Management and over ten years experience in financing, analyzing and investing in public and private companies.

Richard L. Carrión Rexach has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Carrión has been Chairman of the Board of Popular since 1993, Chief Executive Officer since 1994 and President from 1991 to January 2009 and from May 2010 to the present. Mr. Carrión has been Chairman of Banco Popular since 1993 and Chief Executive Officer since 1989. Mr. Carrión has been President of Banco Popular from May 2010 to present and from 1985 to 2004. Mr. Carrión is also Chairman and Chief Executive Officer of Popular North America, Inc. and other direct and indirect wholly-owned subsidiaries of Popular. Mr. Carrión has also been a director of the Federal Reserve Bank of New York since January 2008; Chairman of the Board of Trustees of Fundación Banco Popular, Inc. since 1982;

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and Chairman and Director of Banco Popular Foundation, Inc. since 2005. Mr. Carrión has also been a Member of the Board of Directors of Verizon Communications, Inc. since 1995; and former member of the Board of Directors of Wyeth from 2000 to 2006. Mr. Carrión’s 36 years of banking experience and 27 years at the head of Popular has given him a significant level of knowledge of the Puerto Rico financial system. Mr. Carrión is the uncle of Mr. Vizcarrondo, who serves as our Executive Vice President.

Néstor O. Rivera has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Rivera has been Executive Vice President of Banco Popular, in charge of the Retail Banking and Operations Group since April 2004. Before assuming this position, Mr. Rivera served as Senior Vice-President in charge of the Retail Banking Division from 1988 to 2004. Mr. Rivera has significant experience managing financial institutions.

Scott I. Ross has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since the consummation of the Merger. Mr. Ross is a partner of Apollo Management. Mr. Ross joined Apollo Management and has been employed with affiliates of Apollo Management since 2004 (except for the period from August 2008 until September 2009 when he was employed by Shumway Capital Partners). Prior to 2004, Mr. Ross was a member of the Fixed Income, Currencies and Commodities Division and then a member of the Merchant Banking Division of Goldman, Sachs & Co. Mr. Ross also serves on the board of directors of Great Wolf Resorts, Inc. Mr. Ross has significant experience in making and managing private equity investments on behalf of Apollo Management and over ten years experience in financing, analyzing and investing in public and private companies.

Thomas M. White has been a member of our Board since April 17, 2012 and a member of the EVERTEC, LLC Board since March 2011. Mr. White joined Apollo Management in May 2007 as an Operating Partner in the distribution and transportation industries. From November 2011 to September 2012, Mr. White served as Chief Financial Officer of Constellium Holdco B.V., an aluminum products manufacturer affiliated with Apollo and based in France. From November 2009 to November 2010, Mr. White served as interim Chief Financial Officer of SkyLink Aviation, Inc., a transportation and logistics entity affiliated with Apollo and based in Toronto. From April 2009 to July 2009, Mr. White served as interim Chief Financial Officer of CEVA Group, plc, a global logistics and supply chain company affiliated with Apollo and based in the Netherlands. From 2002 to 2007, Mr. White was the Senior Vice President, Chief Financial Officer and Treasurer of Hub Group, Inc., a NASDAQ listed company providing transportation management, intermodal, truck brokerage and logistics services. Prior to joining Hub Group, Mr. White was a senior audit partner with Arthur Andersen, which he joined in 1979. Mr. White currently serves on the board of directors of Quality Distribution Inc., SkyLink Aviation Inc., CEVA Group plc, and Landauer, Inc. Mr. White served on the board of directors of FTD, Inc. Mr. White is a CPA. With his experience as a Chief Financial Officer, as a senior audit partner at Arthur Andersen, and service on other audit committees, including that of a public company, as well as his educational background, Mr. White brings an understanding of financial statements, financial reporting and internal controls, to our Board.

Board Composition

Our Board will be comprised of              directors as of the consummation of this offering, all of whom are named in this prospectus. Upon the closing of this offering, Apollo and Popular as a group will continue to control a majority of our voting common stock. As a result, we will be a “controlled company” within the meaning of              the              rules, which state that a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company”. We intend to avail ourselves of the “controlled company” exception, which eliminates the requirements that we have a majority of independent directors on our Board and that we have compensation and nominating committees composed entirely of independent directors. We will be required, however, to have an audit committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering and of which this prospectus is part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we will be required to have a majority of independent directors on our audit committee. Thereafter, we will be required to have an audit committee comprised entirely of independent directors.

If at any time we cease to be a “controlled company” under applicable stock exchange rules, our Board will take all action necessary to comply with the applicable stock exchange rules, including appointing a majority of independent directors to our Board and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period. We will cease to qualify as a “controlled company” once the group consisting of Apollo and Popular ceases to control a majority of our voting stock.

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Subject to certain exceptions set forth in the Stockholder Agreement described elsewhere in this prospectus, so long as Apollo owns at least 25% of our outstanding voting common stock, Apollo will generally have the right to nominate five directors, and so long as Popular, together with its affiliates, owns at least 25% of our outstanding voting common stock, Popular will generally have the right to nominate three directors, subject to certain adjustments if Popular and its affiliates own at least 10% more of our voting common stock than the amount of our voting common stock owned by Apollo at such time. Apollo will own approximately    % and Popular will own approximately     % of our common stock after this offering, assuming the underwriters do not exercise their option to purchase up to                  additional shares. Accordingly, immediately after this offering, Apollo and Popular will have the power to control the election of directors at our annual meetings. Our executive officers and key employees serve at the discretion of our Board. Except for certain exceptions described in the Stockholder Agreement, a director only may be removed and replaced by the stockholder having the right to nominate such director. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement.”

Pursuant to the Stockholder Agreement, Messrs. Becker, Lipman, Nord, Ross and White, who currently serve as directors, were nominated by Apollo, and Messrs. Carrión, Junquera and Rivera, who currently serve as directors, were nominated by Popular. Pursuant to the Stockholder Agreement, Mr. Villamil currently serves as a management director.

Audit Committee

Immediately prior to the consummation of this offering, our Audit Committee consisted of for Apollo, Messrs. Ross, chairperson, and Nord and, for Popular, Mr. Junquera. Following the consummation of this offering, our Audit Committee will consist of for Apollo, Messrs.                     , chairperson, and                      and, for Popular, Mr.                     . Our Board has determined that                      qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that                      is independent as independence is defined in Rule 10A-3 of the Exchange Act and under applicable stock exchange listing standards. We intend to avail ourselves of the “controlled company” exception under applicable stock exchange listing rules which means we will be required to have an audit committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering and of which this prospectus is part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we will be required to have a majority of independent directors on our audit committee. Thereafter, we will be required to have an audit committee comprised entirely of independent directors. Our Audit Committee will consist of at least three board members which must meet at least four times a year, including once every fiscal quarter. The responsibilities of our Audit Committee will include overseeing the following: the integrity of our financial statements; its independent auditor’s qualifications, independence and performance; the performance of our internal audit function; and our compliance with laws and regulations.

Compensation Committee

Following the consummation of this offering, our Compensation Committee (the “Company Committee”) will consist of for Apollo, Messrs. Becker, chairperson, and Ross and, for Popular, Mr. Rivera. We intend to avail ourselves of the “controlled company” exception under applicable stock exchange listing rules which eliminates the requirement that we have a compensation committee composed entirely of independent directors. The Company Committee must meet at least once a year and will make decisions related to the equity-based compensation of EVERTEC employees and managers. The responsibilities of the Company Committee will include: reviewing the CEO’s equity based compensation; administering all equity based compensation plans; in consultation with the EVERTEC, LLC Compensation Committee (the “EVERTEC, LLC Committee”), approving all equity-based compensation for other officers and managers; and, in consultation with the EVERTEC, LLC Committee, adopting, modifying, or terminating the equity-based compensation plans.

Nominating Committee

Following the consummation of this offering, we do not anticipate that our Board will have a nominating committee. Instead, the members of our Board will continue to be nominated in accordance with the terms of the Stockholder Agreement. The Stockholder Agreement provides, among other things, that for so long as each of

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Apollo and Popular, together with its affiliates, owns at least 25% of our outstanding voting common stock, eight members of our Board will be nominees of either Apollo or Popular. However, if there are any vacancies on our Board as a result of the aggregate number of our directors that Apollo and Popular have the right to nominate pursuant to the Stockholder Agreement being less than eight, then a committee consisting of our entire Board (other than our independent directors and any directors who are to be replaced because either Apollo or Popular has lost the right to nominate such director) shall nominate the individuals to fill such vacancies, which nominees must be reasonably acceptable to each of Apollo and Popular for so long as it, together with its affiliates, owns at least 5% of our outstanding voting common stock.

As a “controlled company” under applicable stock exchange rules, we are not required to have a nominating committee. In light of the terms of the Stockholder Agreement and the current composition of the Board, our Board does not believe that a separately-designated nominating committee is necessary to discuss and determine the nominees for election to the Board. If at any time we cease to be a “controlled company” under applicable stock exchange rules, our Board will take all action necessary to comply with the applicable stock exchange rules, including establishing a nominating committee composed entirely of independent directors, subject to a permitted “phase-in” period.

Other Committees

Our bylaws will provide that our Board may establish one or more additional committees.

Code of Ethics

We have adopted a Code of Ethics that applies to all our managers, officers and employees, including our Chief Executive Officer and Chief Financial Officer. Our Code of Ethics is posted on our website at www.evertecinc.com in the “Investor Relations” section under “Governance Documents.” We intend to include on our website any amendments to, or waivers from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller that relates to any element of the “code of ethics” as defined by the SEC.

Executive Compensation

The information in this Executive Compensation section reflects the compensation structure and policies of EVERTEC as of December 31, 2011, unless otherwise noted.

Overview of Compensation Committees

The Company Committee is responsible for the decisions related to the equity-based compensation of our CEO and other executive officers as well as the administration of our equity-based compensation plans, in which our named executive officers may participate.

The EVERTEC, LLC Committee is responsible for recommending to the EVERTEC, LLC Board our general compensation philosophy and objectives, making decisions relating to the compensation of our CEO, approving the compensation of our other executive officers, and making recommendations to the Company Committee with respect to the equity-based compensation for our executive officers and directors. The EVERTEC, LLC Committee is also charged with overseeing the risk assessment of our compensation arrangements applicable to our executive officers and other employees, and reviewing and considering the relationship between risk management policies and practices, and compensation.

Both compensation committees meet jointly and as often as necessary, but at least once each year. Although, the Company Committee and the EVERTEC, LLC Committee are primarily responsible for analyzing the compensation programs and making recommendations to our Board, both committees have the authority to hire a compensation consultant to assist them in fulfilling their duties.

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The Compensation Discussion and Analysis below describes our compensation objectives, practices and philosophy with respect to our NEOs for the fiscal year ended December 31, 2011.

Compensation Discussion and Analysis

Our named executive officers (each, an “NEO,” and collectively, the “NEOs”) at December 31, 2011 are listed in the table below. All of our NEOs are (or were) primarily employed by EVERTEC, LLC, which is our principal operating subsidiary, but also serve in similar functions at each of EVERTEC and Holdings.

Named executive officers	Title
Félix M. Villamil(1)	Former President and Chief Executive Officer
Juan J. Román(2)	Executive Vice President and Chief Financial Officer
Carlos J. Ramírez	Executive Vice President, Head of Business Solutions & Transaction Processing Sales
Luis G. Alvarado	Senior Vice President, Head of Sales for Latin America
Miguel Vizcarrondo(3)	Executive Vice President, Head of Merchant Acquiring Business & ATH Network
Former Officer
Luis O. Abreu(4)	Former Senior Vice President and Chief Financial Officer

⁽¹⁾  Effective February 22, 2012, Mr. Villamil no longer serves as EVERTEC, LLC’s President and Chief Executive Officer. Mr. Villamil has assumed the role of Vice Chairman of the EVERTEC, LLC Board and continues to serve as a member of our Board and the board of Holdings.

⁽²⁾ Mr. Román was appointed as CFO of EVERTEC, LLC on August 1, 2011.

⁽³⁾ Mr. Vizcarrondo served as Senior Vice President of EVERTEC, LLC until February 22, 2012 when he was promoted to Executive Vice President.

⁽⁴⁾  Mr. Abreu served as CFO of EVERTEC, LLC until July 31, 2011.

On February 22, 2012, the EVERTEC, LLC Board appointed Peter Harrington as EVERTEC, LLC’s President and Chief Executive Officer.

Compensation Philosophy and Objectives

As mentioned above, the EVERTEC, LLC Committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy. Its intent is to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive.

The philosophy behind our compensation program is to:

• Support an environment that rewards performance with respect to established goals;

• Integrate our incentive compensation program with our short and long-term success; and

• Align the interest of executives with the long-term interests of stockholders through equity based awards that can result in ownership of stock.

Compensation for our NEOs is designed to provide rewards commensurate with each NEO’s contribution. Our executive compensation strategy is designed to achieve the following objectives:

• Attract and retain highly qualified executives;

• Provide executives with compensation that is competitive within the industry in which we operate;

• Establish compensation packages that take into consideration the executive’s role, qualifications, experience, responsibilities, leadership potential, individual goals and performance; and

• Align executive compensation to support our objectives.

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The EVERTEC, LLC Committee believes the executive compensation packages provided by us to our executives, including to our NEOs, should include both cash and equity-based compensation that rewards performance as measured against established goals and that ensure management is not encouraged to take unnecessary and/or excessive risks that may harm the Company.

Role of Executive Officers in Compensation Decisions

Our CEO annually reviews the performance of each of our other NEOs. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual incentive awards target and actual payout amounts, are presented to the EVERTEC, LLC Committee, which has the discretion to modify any recommended adjustments or awards to executives.

The EVERTEC, LLC Committee has final approval over all compensation decisions for our NEOs and approves recommendations regarding cash and equity awards to all of our NEOs.

Our CEO is not permitted to attend any meetings of the EVERTEC, LLC Committee or the Company Committee where the CEO’s performance or compensation is discussed, unless specifically invited by the committee.

Executive Compensation Program

On an annual basis, the EVERTEC, LLC and Company Committees may conduct a comprehensive review of the executive compensation philosophy and objectives, and could make changes they consider appropriate following, as applicable, the general compensation practices in the processing industry and the prevailing economic scenarios in the countries in which we do business. However, during 2011, the review of the executive compensation philosophy and objectives was not performed as we entered into new employment agreements with our NEOs on October 1, 2010 (except for Mr. Román’s employment agreement which was entered into on June 30, 2011).

Our compensation program for our NEOs consists of the following key elements:

• Base salary;

• Short-term cash incentives based on performance;

• Long-term equity incentives also based on performance; and

• Other benefits and perquisites.

Elements of Compensation

Base Salary

We provide our NEOs and other employees with base salary to compensate them for services rendered during each fiscal year. Base salary ranges for NEOs are determined for each executive based on his or her position and scope of responsibility. The initial base salary for our NEOs is established in their employment agreements.

Annual base salary for our NEOs is subject to annual review by the EVERTEC, LLC Committee for possible increase at the EVERTEC, LLC Board’s sole discretion. In reviewing base salaries, the EVERTEC, LLC Committee may consider (i) changes in individual responsibility; (ii) internal analysis of the executive’s compensation, both individually and relative to other officers; and (iii) the individual performance of the executive. However, during 2011 the annual base salary review was not performed as we entered into new employment agreements with our NEOs on October 1, 2010 (except for Mr. Román’s employment agreement which was entered into on June 30, 2011).

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Performance-Based Incentive Compensation

Annual Bonus

The annual bonus incentive payments made to our NEOs are determined based on performance against measurable annual financial goals. This annual incentive payment is contingent upon attainment of EVERTEC, LLC’s budgeted Adjusted EBITDA as established for each fiscal year and the achievement of qualitative and quantitative performance goals as established by the EVERTEC, LLC Board.

The annual cash incentive is intended to focus the entire organization on meeting or exceeding the budgeted Adjusted EBITDA set during the early part of each year and approved by the EVERTEC, LLC Board. The EVERTEC, LLC Committee uses Adjusted EBITDA as the performance goal because it is a critical metric used by management to direct and measure our business performance. We believe that this measure (Adjusted EBITDA) is clearly understood by both our employees and stockholders, and that achievement of the stated goals is a key component in the creation of long-term value for our stockholders. For 2011, the EVERTEC, LLC Board established an Adjusted EBITDA performance goal of $145.2 million. Reported actual Adjusted EBITDA was $149.1 million for the year ended December 31, 2011.

The annual incentive, as mentioned above, is divided into two elements, a performance-based element and a discretionary element, neither of which are payable unless approved by the EVERTEC, LLC Board. The performance-based element is based on achieving or exceeding the budgeted Adjusted EBITDA and the discretionary element is based on the EVERTEC, LLC Committee’s assessment of the individual employee’s performance. In assessing the individual performance of our NEOs, the EVERTEC, LLC Committee, in its discretion, considers recommendations of our CEO (except in determining the CEO’s own bonus) and the following list of factors (this list is not exclusive) and makes its determinations as of the date the bonus is payable: (i) achievement of internal financial and operating targets, (ii) improvement of management and (iii) organizational capabilities and implementation of long-term strategic plans.

The target bonus percentage (which is segregated between the percentage applied to the performance-based element and to the discretionary element) for our NEOs is established in their employment agreements which are summarized below under “Employment Agreements” following the “Summary Compensation” Table.

The target annual cash bonus, and the performance-based and discretionary elements, for each NEO as a percentage of salary were as follows:

Named executive officers	Target bonus percentage			Performance-based			Discretionary
Félix M. Villamil(1)		—			—			—
Juan J. Román		75	%		50	%		25	%
Carlos J. Ramírez		75	%		30	%		45	%
Luis G. Alvarado		70	%		30	%		40	%
Miguel Vizcarrondo		70	%		30	%		40	%
Former Officer
Luis O. Abreu(2)		n/a			n/a			n/a

⁽¹⁾  In connection with Mr. Villamil’s transition from President and Chief Executive Officer of EVERTEC, LLC to Vice Chairman of the EVERTEC, LLC Board, EVERTEC, LLC and Mr. Villamil entered into a modification agreement which is summarized below under “CEO Compensation”. In accordance with the modification agreement, Mr. Villamil is not eligible to receive an annual bonus payment.

⁽²⁾  On June 30, 2011, EVERTEC, LLC and Mr. Abreu entered into an amendment to Mr. Abreu’s employment agreement. Pursuant to this amendment, Mr. Abreu was not eligible to receive an annual bonus payment.

2010 Equity Incentive Plan

On September 30, 2010, the board of directors of Holdings adopted the Carib Holdings, Inc. 2010 Equity Incentive Plan (as amended and restated, as described below, the “Equity Incentive Plan” or the “Plan”). The purpose of the Equity Incentive Plan is to provide a means through which Holdings and its subsidiaries may attract and retain key personnel and whereby its directors, officers, employees, consultants and advisors can acquire and

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maintain an equity interest in Holdings or be paid incentive compensation, thereby strengthening their commitment to the welfare of Holdings and its subsidiaries and aligning their interests with those of Holdings’ stockholders. Holdings reserved 2,921,604 shares of its Class B Non-Voting Common Stock for issuance upon exercise and grants of stock options, restricted stock and other equity awards under the Equity Incentive Plan. The board of directors of Holdings was in charge of administering the Equity Incentive Plan until February 2, 2011 when it delegated this responsibility to the Holdings Committee. In connection with the Reorganization, on April 17, 2012 (i) the Equity Incentive Plan was amended and assumed by the Company, (ii) each of the then outstanding stock options to purchase shares of Holdings’ Class B Non-Voting Common Stock (including, without limitation, those described in this section) became a stock option to purchase the same number and class of shares of the Company’s Class B Non-Voting Common Stock, in each case on the same terms (including exercise price) as the original stock option and (iii) each of the then outstanding shares of restricted stock of Holdings (including, without limitation, those described in this section) was converted into the same number of shares of restricted stock of Company. Our Board was in charge of administering the Equity Incentive Plan until May 31, 2012 when it delegated this responsibility to the Company Committee.

On February 11, 2011, pursuant to a December 8, 2010 authorization by the board of directors of Holdings, Holdings entered into stock option agreements with the NEOs and other senior executives. As to Mr. Abreu, on June 30, 2011, the EVERTEC, LLC Board and board of directors of Holdings accepted Mr. Abreu’s resignation as CFO and in connection therewith, approved an amendment to his employment agreement, which among other provisions, includes the cancellation of the 175,296 stock options Holdings granted to him on February 11, 2011 and the repurchase of his 16,500 shares of Class B Non-Voting Common Stock. As to Mr. Román, also on June 30, 2011, the EVERTEC, LLC Board approved Mr. Román’s employment agreement, which included, among other provisions, the grant of 195,000 stock options and the subscription and sale of 15,000 shares of Class B Non-Voting Common Stock. The stock option agreement with Mr. Román was signed on June 30, 2011. See the “Grants of Plan Based Awards” and “Outstanding Equity Awards at Fiscal Year End” tables, as well as Note 16 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for additional information related to share-based compensation.

Subject to the terms and conditions set forth in the respective stock option agreement and the Equity Incentive Plan, Holdings granted Plan participants the right to purchase shares of Holdings Class B Non-Voting Common Stock in three vesting tranches as follows: (i) Tranche A options will vest in five equal installments, the first of which vested, in the case of Messrs. Villamil, Ramírez, Alvarado and Vizcarrondo on September 30, 2011 and thereafter on September 30 of each year for the next four years until September 30, 2015, and in the case of Mr. Román on June 30, 2011 and thereafter on June 30 of each year for the next five years until June 30, 2016; (ii) Tranche B options will vest at such time as the Investor Internal Rate of Return (“IRR”) equals or exceeds 25% based on cash proceeds received by the Investor; and (iii) Tranche C options will vest at such time as the IRR equals or exceeds 30%; provided, that, the participant is then employed by us or an affiliate.

For purposes of these vesting provisions, the Investor is Apollo Investment Fund VII, L.P., and the IRR is the rate of return measured in cash and any securities received by the Investor as a return on its investment in the common stock of Holdings.

The stock options granted to our NEOs are as follows:

Named executive officers	Total Stock Options		Tranche A		Tranche B		Tranche C
Félix M. Villamil(1)		584,320		194,774		194,773		194,773
Juan J. Román		195,000		65,000		65,000		65,000
Carlos J. Ramírez		233,728		77,910		77,909		77,909
Luis G. Alvarado		175,296		58,432		58,432		58,432
Miguel Vizcarrondo(2)		175,296		58,432		58,432		58,432
Former Officer
Luis O. Abreu(3)		—		—		—		—

⁽¹⁾  On February 24, 2012, Holdings and Mr. Villamil entered into an amendment to his existing stock option agreement pursuant to which all unvested stock options (545,365) granted under his stock option agreement have expired. As of that date, 38,955 Tranche A options have vested. Also, pursuant to this amendment agreement Mr. Villamil was given the opportunity to vest in an additional 38,955 of Tranche A options as described below under “CEO Compensation.” Pursuant to his employment agreement, Mr. Villamil was granted restricted shares of common stock of EVERTEC, Inc. with a value of $800,000 as of the date of grant.

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⁽²⁾  Excludes 10,000 options granted to Mr. Vizcarrondo on February 22, 2012.

⁽³⁾  Stock options granted to Mr. Abreu during 2011 were forfeited at year end.

Other Compensation

Statutory Cash Bonus Payment

Each NEO received in 2011 the payment of a Christmas bonus. As a general rule, Puerto Rico law requires that employers pay employees that worked more than 700 hours in a year, an amount which cannot be less than $600.00 as a Christmas bonus, which must be paid on or before December 15. In 2011, our policy was to pay a Christmas bonus to employees in Puerto Rico in an amount equivalent to half a month’s payment of the employee’s base salary. In Costa Rica, where Mr. Alvarado works, the law requires an amount equivalent to one month of total earnings to be paid as a Christmas bonus.

Benefits and Perquisites

Our NEOs participate in the same benefit programs as the rest of our general employee population. These benefits include health insurance coverage, short-term and long-term disability insurance, and life insurance, among others. In addition, our senior executives, including our NEOs, are eligible for certain perquisites, which do not constitute a significant portion of their total compensation package. During 2011, these additional perquisites included the use of Company-owned automobiles, periodic comprehensive medical examinations and a limited number of personal tickets to events sponsored by EVERTEC, LLC. For 2012, we anticipate that we will maintain the same perquisites and benefits for senior executives, including our NEOs. Such benefits could be periodically reviewed based on market trends and regulatory developments.

Also, our NEOs, as all of our other employees, are eligible to participate in the EVERTEC, LLC Savings and Investment Plan. This plan is a tax-qualified retirement savings plan to which all Puerto Rico employees are able to contribute up to $10,000 pre-tax and up to 10% after-tax of their total annual compensation. We match 50% of the employee contributions up to 3% of base salary. All matching contributions to the EVERTEC, LLC Savings and Investment Plan vest 20% each year for a five-year period.

Voluntary Retirement Program

EVERTEC, LLC offered a Voluntary Retirement Program (“VRP”) for all employees who were at least 50 years of age and with a minimum of 15 years of service by December 31, 2011. Approximately 140 employees, including Mr. Abreu, elected to participate in the VRP and a one-time separation charge of $14.5 million was reflected for the year ended December 31, 2011.

CEO Compensation

EVERTEC, LLC entered into an employment agreement with Mr. Villamil on October 1, 2010 with a term ending on October 1, 2015, as described below in the narrative under “Employment Agreements” following the “Summary Compensation” and “Grants of Plan-Based Awards” tables. In addition, EVERTEC, LLC signed with Mr. Villamil a Promissory Note and Forgivable Loan, and Stock Pledge Agreement on September 29, 2010 pursuant to which we made a loan for $340,000 to Mr. Villamil. EVERTEC, LLC forgave the principal and interest under the Promissory Note in twelve substantially equal bi-weekly installments on each payroll date commencing on October 29, 2010, pursuant to the terms of this agreement. Of this amount, $170,000 was forgiven during 2010, which was included as part of his compensation for the year, and the remainder was forgiven by March 7, 2011.

On February 24, 2012, EVERTEC, LLC announced that Mr. Villamil was promoted to Vice Chairman of the EVERTEC, LLC Board and will no longer serve as EVERTEC, LLC’s President and CEO. In connection with Mr. Villamil’s transition from President and CEO to Vice Chairman of the EVERTEC, LLC Board, EVERTEC, LLC and Mr. Villamil entered into a modification agreement and general release (the “Villamil Modification

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Agreement”). The Villamil Modification Agreement provides for, among other things, a payment by EVERTEC, LLC to Mr. Villamil of $2,216,170, less applicable withholding taxes. In addition, the Villamil Modification Agreement sets forth the terms of Mr. Villamil’s service with EVERTEC, LLC for the two year period following February 22, 2012, for which he will be paid $150,000 per year. Mr. Villamil will serve as an officer of EVERTEC, LLC and executive Vice Chairman of the EVERTEC, LLC Board until June 1, 2013 (the “Retirement Date”), at which time he will voluntarily retire from employment with EVERTEC, LLC, but will continue to serve as the non-executive Vice Chairman of the EVERTEC, LLC Board.

In connection with the Villamil Modification Agreement, the restricted shares of Class B Non-Voting Common Stock of Holdings granted to Mr. Villamil pursuant to his restricted stock agreement will continue to vest pursuant to the terms and conditions set forth in his restricted stock agreement until the Retirement Date, at which time such restricted shares shall become fully vested and non-forfeitable, subject to Mr. Villamil’s continued employment until the Retirement Date.

The stock options granted to Mr. Villamil under his stock option agreement which had vested as of February 24, 2012 remain outstanding, however, all stock options that had not vested as of that date have expired. On February 24, 2012, Holdings and Mr. Villamil entered into an amendment to Mr. Villamil’s stock option agreement which provides that Mr. Villamil will become vested in an additional 38,955 Tranche A options in two substantially equal installments on each of the first two anniversaries of the date on which he commences service as Vice Chairman of the EVERTEC, LLC Board.

On February 22, 2012, the EVERTEC, LLC Board appointed Peter Harrington as EVERTEC, LLC’s President and Chief Executive Officer. In connection with Mr. Harrington’s appointment as EVERTEC, LLC’s President and Chief Executive Officer, Mr. Harrington and EVERTEC, LLC entered into an employment agreement, dated as of February 22, 2012 (the “Harrington Employment Agreement”). The Harrington Employment Agreement provides for, among other things: (1) an annual base salary of $500,000 (which will be pro-rated for any partial calendar year), subject to annual review by our Board; and (2) an annual bonus opportunity of up to 100% of base salary contingent upon the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board (provided that Mr. Harrington’s maximum bonus opportunity for 2012 will be 50% of base salary). Mr. Harrington is eligible to participate in EVERTEC, LLC’s retirement and other employee benefit plans and policies that are generally available to other executives, except severance plans or policies. EVERTEC, LLC will also reimburse Mr. Harrington for reasonable costs associated with his relocation to Puerto Rico, temporary lodging and other incidental expenses.

In addition Mr. Harrington and Holdings entered into a stock option agreement (the “Harrington Option Agreement”), dated as of February 22, 2012, in accordance with the Equity Incentive Plan. The Harrington Option Agreement provides for a grant of 116,667 Tranche A options, 116,667 Tranche B options and 116,666 Tranche C options to purchase Class B Non-Voting Common Stock of Holdings, each with an exercise price of $17.07 per share. In addition, Mr. Harrington and Holdings also entered into a restricted stock agreement, dated as of February 22, 2012, pursuant to which Mr. Harrington was granted 14,646 restricted shares of Class B Non-Voting Common Stock of Holdings, which vest on the earlier to occur of (i) the date that Mr. Harrington receives a bonus in respect of 2012 from EVERTEC, LLC and (ii) May 1, 2013, subject to Mr. Harrington’s continuous service on the applicable vesting date. The restricted shares were granted to Mr. Harrington outside the Plan but will be subject to the terms and conditions of the Plan.

Mr. Harrington and Holdings also entered into a Subscription Agreement, dated as of February 22, 2012, pursuant to which Mr. Harrington purchased 14,646 shares of Class B Non-Voting Common Stock of Holdings at a price of $17.07 per share.

Tax Deductibility of Executive Compensation

The EVERTEC, LLC Committee and Company Committee intend that all applicable compensation payable for NEOs residing in Puerto Rico be deductible for Puerto Rican income tax purposes, unless there are valid compensatory reasons for paying non-deductible amounts in order to ensure competitive levels of total compensation.

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Compensation Risk Assessment

At this time, no compensation risk assessment has been performed. Existing employment and compensation arrangements were put in place in the context of the Merger without giving consideration to risk.

Summary Compensation Table

The following table summarizes the total compensation of each of our NEOs for services rendered during 2011 and for the post-Merger period from October 1 through December 31, 2010.

Name and principal position	Year		Salary		Bonus(1)		Stock awards(2)		Option awards(3)(4)		Non-equity incentive plan compensation(4)		Change in pension value and nonqualified deferred compensation earnings		All other compensation(5)		Total
Felix M. Villamil		2011	$	500,000	$	320,833	$	800,000	$	1,786,072	$	—	$	—	$	186,949	$	3,593,854
Former President and CEO		2010		125,000		17,375		—		—		196,875		—		185,920		525,170
Juan J. Román		2011		151,442		6,250		—		534,300		109,375		—		495		801,862
Executive Vice President and CFO
Carlos J. Ramírez		2011		235,000		9,792		—		714,429		150,400		—		7,875		1,117,496
Executive Vice President, Head of Business Solutions & Transaction Processing Sales		2010		58,750		830,621		—		—		92,689		—		2,354		984,414
Luis G. Alvarado		2011		190,000		15,833		—		535,821		101,650		—		3,873		847,177
Senior Vice President, Head of Sales for Latin America		2010		47,500		783,737		—		—		57,000		—		10,774		899,011
Miguel Vizcarrondo		2011		190,000		7,917		—		535,821		121,600		—		8,813		864,151
Executive Vice President, Head of Merchant Acquiring Business & ATH Network		2010		48,885		450,719		—		—		275,588		—		1,800		776,992
Former Officer
Luis O. Abreu		2011		159,389		6,875		—		—		—		—		338,312		504,576
Former CFO		2010		41,250		545,692		—		—		46,761		—		2,294		635,997

⁽¹⁾  Includes Christmas bonus equivalent to half a month payment of the employee’s base salary in accordance with general practice applicable to EVERTEC, LLC employees working in Puerto Rico, which was paid on December 3, 2011. For Mr. Alvarado, who works in Costa Rica, the Christmas bonus equals one month of total earnings. For 2010, also includes a Merger bonus awarded in connection with the completion of the Merger (except for Mr. Villamil). For Mr. Villamil also includes quarterly retention bonuses of $75,000 as per his employment agreement.

⁽²⁾  Aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of awards, refer to Note 16 of the Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus.

⁽³⁾  Aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to Tranche A options. As previously described, NEO’s have the right to purchase shares of Holdings Class B Non-Voting Common Stock in three tranches. EVERTEC, LLC recognizes share-based compensation related to Tranche A, but not to Tranche B and C options as vesting is not considered probable.

⁽⁴⁾  Includes annual performance bonus.

⁽⁵⁾  Other annual compensation consists of the following:

Name and principal position	Year		Car(6)		Contributions to defined contribution plans(7)		Other(8)		Total
Felix M. Villamil		2011	$	15,920	$	1,029	$	170,000	$	186,949
Former President and CEO		2010		15,920		—		170,000		185,920
Juan J. Román		2011		—		495		—		495
Executive Vice President and CFO
Carlos J. Ramírez		2011		7,875		—		—		7,875
Executive Vice President, Head of Business Solutions & Transaction Processing Sales		2010		2,354		—		—		2,354
Luis G. Alvarado		2011		3,873		—		—		3,873
Senior Vice President, Head of Sales for Latin America		2010		10,774		—		—		10,774

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Name and principal position	Year		Car(6)		Contributions to defined contribution plans(7)		Other(8)		Total
Miguel Vizcarrondo		2011		8,813		—		—		8,813
Executive Vice President, Merchant Acquiring Business & ATH Network		2010		1,800		—		—		1,800
Former Officer
Luis O. Abreu		2011		7,940		2,910		327,462		338,312
Former CFO		2010		2,294		—		—		2,294

⁽⁶⁾  Annual car-value depreciation as recognized in the financial statements for each of the years listed.

⁽⁷⁾  Matching contributions made by EVERTEC, LLC as part of 401(k)/1165(e) plan benefits.

⁽⁸⁾  Mr. Villamil’s other compensation relates to $340,000 in principal and interest under a forgivable loan of which $170,000 was forgiven in the fourth quarter of 2010 and $170,000 during 2011(pursuant to Mr. Villamil’s employment agreement). Mr. Abreu’s other compensation includes the payment related to the VRP.

Grants of Plan-Based Awards

The following table sets forth certain information for plan-based awards granted to each of our NEO’s for the year ended December 31, 2011.

		Estimated future payouts under equity incentive
Named executive officers	Grant date	Target (#)		All other stock awards: number of shares of stock or units(#)		All other option awards: number of securities  underlying options(#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards
Felix M. Villamil	February 11, 2011
Restricted shares					80,000			$	10.00	$	800,000
Tranche A							194,774		10.00		642,754
Tranche B			194,773						10.00		584,319
Tranche C			194,773						10.00		558,999
Juan J. Román	June 30, 2011
Tranche A							65,000		10.00		196,300
Tranche B			65,000						10.00		172,900
Tranche C			65,000						10.00		165,100
Carlos J. Ramírez	February 11, 2011
Tranche A							77,910		10.00		257,103
Tranche B			77,909						10.00		233,727
Tranche C			77,909						10.00		223,599
Luis G. Alvarado	February 11, 2011
Restricted shares							58,432		10.00		192,825
Tranche A			58,432						10.00		175,296
Tranche B			58,432						10.00		167,700
Tranche C
Miguel Vizcarrondo	February 11, 2011
Tranche A							58,432		10.00		192,825
Tranche B			58,432						10.00		175,296
Tranche C			58,432						10.00		167,700
Former Officer
Luis O. Abreu(1)	February 11, 2011
Tranche A							58,432		10.00		192,825
Tranche B			58,432						10.00		175,296
Tranche C			58,432						10.00		167,700

⁽¹⁾  Stock options granted to Mr. Abreu during 2011 were forfeited at year end.

Employment Agreements

We entered into employment agreements with Messrs. Villamil, Ramírez, Alvarado and Vizcarrondo on October 1, 2010, each with a term ending on October 1, 2015. We entered into an employment agreement with Mr. Román on June 30, 2011 with a term ending on June 30, 2016.

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Félix M. Villamil. The terms of Mr. Villamil’s employment agreement as in effect as of December 31, 2011 provided for, among other things, (1) an annual base salary of $500,000; (2) an annual bonus with a target of up to 100% of Mr. Villamil’s annual base salary with 50% contingent on EVERTEC’s attainment of the annual budget as established by the EVERTEC, LLC Board and 50% contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board; and (3) quarterly retention bonuses of $75,000 for each of the 12 quarters from October 1, 2010 until October 1, 2013, contingent on Mr. Villamil’s continuing employment with us. Mr. Villamil is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to our other executives, except severance plans or policies, and is entitled to directors and officers insurance coverage. In connection with Mr. Villamil’s transition from President and Chief Executive Officer to Vice Chairman of the EVERTEC, LLC Board, EVERTEC, LLC and Mr. Villamil entered into the Villamil Modification Agreement, which is summarized above under “CEO Compensation.”

Juan J. Román. The terms of Mr. Román’s employment agreement provide for, among other things, (1) an annual base salary of $375,000; and (2) an annual bonus with a target of up to 75% of Mr. Román’s annual base salary, consisting of a bonus of 50% of base salary contingent on EVERTEC, LLC’s attainment of the annual budget as established by the EVERTEC, LLC Board and a bonus of 25% of base salary contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board. Mr. Román is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to our other executives, except severance plans or policies, and is entitled to directors and officers insurance coverage.

Carlos J. Ramírez. The terms of Mr. Ramírez’s employment agreement provide for, among other things, (1) an annual base salary of $235,000; and (2) an annual bonus with a target of up to 75% of Mr. Ramírez’s annual base salary, consisting of a bonus of 30% of base salary contingent on EVERTEC, LLC’s attainment of the annual budget as established by the EVERTEC, LLC Board, a bonus of 25% of base salary contingent on the achievement of certain financial performance goals for the business lines over which he is responsible and a bonus of 20% of base salary contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board. Mr. Ramírez is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to our other executives, except severance plans or policies, and is entitled to directors and officers insurance coverage.

Luis G. Alvarado. The terms of Mr. Alvarado’s employment agreement provide for, among other things, (1) an annual base salary of $190,000; and (2) an annual bonus with a target of up to 70% of Mr. Alvarado’s annual base salary, consisting of a bonus of 30% of base salary contingent on EVERTEC, LLC’s attainment of the annual budget as established by the EVERTEC, LLC Board, a bonus of 20% of base salary contingent on the achievement of certain financial performance goals for the business line over which he is responsible and a bonus of 20% of base salary contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board. Mr. Alvarado is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to our other executives, except severance plans or policies, and is entitled to directors and officers insurance coverage.

Miguel Vizcarrondo. The terms of Mr. Vizcarrondo’s employment agreement provide for, among other things, (1) an annual base salary of $190,000; and (2) an annual bonus with a target of up to 70% of Mr. Vizcarrondo’s annual base salary, consisting of a bonus of 30% of base salary contingent on EVERTEC, LLC’s attainment of the annual budget as established by the EVERTEC, LLC Board and a bonus of 40% of base salary contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board. Mr. Vizcarrondo is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to our other executives, except severance plans or policies, and is entitled to directors and officers insurance coverage.

On February 22, 2012, the Company and Mr. Vizcarrondo entered into an amendment to his employment agreement pursuant to which (i) Mr. Vizcarrondo was promoted to Executive Vice President of EVERTEC, LLC, (ii) his annual base salary was increased to $235,000, and (iii) his annual bonus target increased to up to 75% of Mr. Vizcarrondo’s annual base salary, consisting of a bonus of 30% of base salary contingent on EVERTEC, LLC’s attainment of the annual budget as established by the EVERTEC, LLC Board and a bonus of 45% of base salary contingent on the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board.

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Luis O. Abreu. In connection with Mr. Abreu’s retirement from the position of CFO, effective August 1, 2011, Mr. Abreu and EVERTEC, LLC entered into an amendment to his existing Employment Agreement to (i) define the termination date as December 1, 2011, (ii) clarify that the appointment of a successor to the position of Chief Financial Officer does not constitute “Good Reason” under the Abreu Employment Agreement, (iii) clarify Mr. Abreu’s transition role, (iv) terminate that certain Option Agreement, dated as of February 11, 2011, between Mr. Abreu and Holdings and (v) set forth the terms pursuant to which Mr. Abreu surrendered his 16,500 shares of non-voting common stock of Holdings back to Holdings. In connection with his retirement on December 1, 2011, and subject to his execution of a release of claims at that time, Mr. Abreu received a severance payment from EVERTEC, LLC equal to $327,462 less applicable withholding taxes.

2010 Equity Incentive Plan

We maintain the Equity Incentive Plan which became effective on September 30, 2010. The purpose of the Plan is to provide a means for us to attract and retain key personnel and for our directors, officers, employees, consultants and advisors to acquire and maintain an equity interest in our company, thereby strengthening their commitment to our welfare and aligning their interests with those of our shareholders.

The Plan will terminate automatically on September 30, 2020. No awards will be granted under the Plan after that date, but awards granted prior to that date may extend beyond that date. Our Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time.

Awards. Under the Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, stock bonus awards and performance compensation awards may be granted.

Eligibility. Our employees, consultants and directors and those of our affiliated companies, as well as those whom we reasonably expect to become our employees, consultants and directors or those of our affiliated companies are eligible for awards, provided that incentive stock options may be granted only to employees. A written agreement between us and each participant will evidence the terms of each award granted under the Plan.

Shares Subject to the Plan. The shares that may be issued pursuant to awards will be our Class B Non-Voting Common Stock, $0.01 par value per share, and subject to adjustment for certain corporate events, the maximum aggregate number of shares available for issuance under the Plan is 2,921,604 shares.

If any award under the Plan expires or otherwise terminates, in whole or in part, without having been exercised in full, the common stock withheld from issuance under that award will become available for future issuance under the Plan. If shares issued under the Plan are reacquired by us pursuant to the terms of any forfeiture provision, those shares will become available for future awards under the Plan.

Administration. Our Board, or a committee of members of our Board appointed by our Board, may administer the Plan (such administrator, the “administrator.”) Among other responsibilities, the administrator selects participants from among the eligible individuals, determines the number of common stock that will be subject to each award and determines the terms and conditions of each award, including exercise price, methods of payment and vesting schedules.

Stock Options. Incentive and nonqualified stock options may be granted under the Plan. Employees, directors, consultants and those whom the administrator reasonably expects to become employees, directors and consultants may be granted nonqualified stock options, but only employees may be granted incentive stock options. The administrator determines the exercise price of stock options granted under the Plan. The exercise price of an incentive or nonqualified stock option will be at least 100% (and in the case of an incentive stock option granted to a more than 10% shareholder, 110%) of the fair market value of the common stock subject to that option on the date that option is granted.

Stock Appreciation Rights. The administrator may, in its discretion, grant stock appreciation rights to participants. Generally, stock appreciation rights permit a participant to exercise the right and receive a payment equal to the value of the appreciation of our common stock over a span of time in excess of the fair market value of the common stock on the date of grant of the stock appreciation right. Stock appreciation rights may be settled in shares, cash or a combination thereof. The strike price per common share for each stock appreciation right will not be less than 100% of the fair market value per share as of the date of grant. The administrator determines the rate at which stock appreciation rights vest and any other conditions with respect to exercise of stock appreciation rights granted under the Plan.

                Restricted Awards. The administrator may grant restricted awards, including both restricted stock and restricted stock units (a hypothetical account that is paid in the form of common stock or cash). The administrator will determine, in its sole discretion, the terms of each award. Subject to the terms of the award, the participant generally shall have the rights and privileges of a shareholder with respect to the restricted stock, including the right to vote the shares and the right to receive dividends. A restricted award may, but need not, provide that the restricted award may not be sold, assigned, pledged or transferred during the restricted period. The administrator may also require recipients of restricted stock to execute escrow agreements whereby the company would hold the restricted stock pending the release of any applicable restrictions.

Stock Bonus Awards. The administrator may issue unrestricted common stock, or other awards denominated in common stock, under the Plan to eligible persons, either alone or in tandem with other awards, in such amounts as the administrator shall from time to time in its sole discretion determine. Each stock bonus award granted under the Plan will be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable award agreement.

Performance Compensation Awards. The administrator has the authority, at the time of grant of any award, to designate such award as a performance compensation award that is subject to the achievement of one or more performance goals.

Adjustments in Capitalization. Subject to the terms of an award agreement, in the event of certain corporate events, such as a dividend or distribution, recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, combination, exchange or other relevant changes in capitalization, appropriate equitable adjustments or substitutions will be made to the number of common stock under, and the share terms of, the Plan and the awards granted thereunder, including the maximum number of common stock reserved for issuance under the Plan, and the number, price or kind of shares other consideration subject to awards to the extent necessary to preserve the economic intent of the award. In addition, subject to the terms of an award agreement, upon the occurrence of such events, the administrator may cancel outstanding awards and cause participants to receive, in cash, shares or a combination thereof, the value of the awards.

Change in Control. In the event of a “change in control” (as defined in the Plan), the administrator may provide that all options and stock appreciation rights granted under the Plan will become fully vested and immediately exercisable and any restricted period imposed upon restricted awards will expire immediately (including a waiver of applicable performance goals). Accelerated exercisability and lapse of restricted periods will, to the extent practicable, occur at a time which allows participants to participate in the change in control. In the event of a change in control, all incomplete performance periods will end, the administrator will determine the extent to which performance goals have been met, and such awards will be paid based upon the degree to which performance goals were achieved.

Termination of Employment or Service. Unless otherwise provided by the administrator in an award agreement: (i) the unvested portion of an option or stock appreciation right shall expire upon termination of employment or service of the participant granted the option or stock appreciation right, and the vested portion of such option or stock appreciation right shall remain exercisable for (A) one year following termination of employment or service by reason of such participant’s death or disability, but not later than the expiration of the exercise period or (B) 90 days following termination of employment or service for any reason other than such participant’s death or disability, and other than such participant’s termination of employment or service for “cause” (as defined in the Plan), but not later than the expiration of the exercise period and (ii) both the unvested and the vested portion of an option or stock appreciation right shall expire upon the termination of the participant’s employment or service for cause. With respect to restricted stock and restricted stock units, unless otherwise provided by the administrator in an award agreement, the unvested portion of restricted stock and restricted stock units shall terminate and be forfeited upon termination of employment or service of the participant.

Nontransferability. In general, each award granted under the Plan may be exercisable only by a participant during the participant’s lifetime or, if permissible under applicable law, by the participant’s legal guardian or representative. Except in very limited circumstances, no award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us. However, the designation of a beneficiary will not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards for our NEOs as of December 31, 2011.

	Option awards										Stock awards
Named executive officers	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable(2)		Equity incentive plan awards: number of securities underlying unexercised unearned options(#)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)(3)		Market value of shares or units of stock that have not vested ($)			Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive  plan awards: market or payout value of unearned shares, units or other rights that have not vested($)
Felix M. Villamil		—		584,320		—	$	10.00		September 30, 2020		63,058	$	1,076,400	(4)		—		—
Juan J. Román		—		195,000		—		10.00		June 30, 2021		—		—			—		—
Carlos J. Ramírez		—		233,728		—		10.00		September 30, 2020		—		—			—		—
Luis G. Alvarado		—		175,296		—		10.00		September 30, 2020		—		—			—		—
Miguel Vizcarrondo		—		175,296		—		10.00		September 30, 2020		—		—			—		—
Former Officer
Luis O. Abreu(1)		—		—		—		—		—		—		—			—		—

⁽¹⁾  Stock options granted to Mr. Abreu during 2011 were forfeited at year end.

⁽²⁾  Includes unexercisable options related to the three tranches: (i) Tranche A options that will vest in five equal installments on September 30 of each year until September 30, 2015; (ii) Tranche B options that will vest at such time as the IRR equals or exceeds 25% based on cash proceeds received by the Investor, and (iii) Tranche C options that vest at such time as the IRR equals or exceeds 30% provided, that, the participant is then employed by us or an affiliate. During 2011, for Tranche B and C the Company did not recognize share-based compensation expense as vesting was not considered probable. As of December 31, 2011, Messrs. Villamil, Ramirez, Alvarado and Vizcarrondo had become vested in 38,955, 15,582, 11,686 and 11,686 Tranche A options respectively. However, these options will remain unexercisable until the occurrence of a change in control or an initial public offering of EVERTEC.

⁽³⁾  Restricted shares of Holdings’ Class B Non-Voting Common Stock will vest in bi-weekly equal installments beginning on March 2011 until February 2015.

⁽⁴⁾  There is not an active market value for the Holdings’ Class B Non-Voting Common Stock, therefore a $17.07 value per share was established at December 31, 2011 and could be representative of the market value.

Option Exercises and Stock Vested

No stock options were exercised by our NEOs for the year ended December 31, 2011. Stock awards vested for the year ended December 31, 2011 are as follows:

	Option awards				Stock awards
Named executive officers	Number of shares acquired on exercise(#)		Value realized on exercise ($)		Number of shares acquired on vesting (#)		Value realized on vesting ($)
Félix M. Villamil		—		—	$	16,942	$	169,420
Juan J. Román		—		—		—		—
Carlos J. Ramírez		—		—		—		—
Luis G. Alvarado		—		—		—		—
Miguel Vizcarrondo		—		—		—		—

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Pension Benefits and Nonqualified Deferred Compensation

We do not provide defined benefit pension benefits or non-qualified deferred compensation.

Potential Payments upon Termination or Change in Control

We do not have change-in-control agreements with our NEOs. Nevertheless, our NEO’s stock option agreements provide that in the event of a change in control of EVERTEC, LLC, any Tranche A options that have not become vested at the time of such change in control shall become vested on the first anniversary of such change in control. Also, in the event the NEO’s employment with the Company is terminated by the Company without “cause” (as defined below) or by the NEO for “good reason” (as defined below) prior to such first anniversary date, such Tranche A options shall automatically become vested prior to the date of such termination. For purposes of the NEO’s stock option agreement, a “change-in-control” is deemed to occur upon (1) the consummation of a sale of Holdings; or (2) any transaction or series of related transactions in which Apollo Investment Fund VII, L.P., or any other investment fund or vehicle managed by Apollo Management or any of its affiliates, successors or assigns, sells at least 50% of the common stock of Holdings directly or indirectly acquired by Apollo Investment Fund VII, L.P. and its affiliates and the investment funds and vehicles managed by Apollo Management or any of its affiliates, and at least 50% of the aggregate of all investments in shares of any Holdings capital stock made by such entities on or after September 30, 2010, but excluding any common stock purchased on any securities exchange or national market system after an initial public offering or any investment originally made in a person other than Holdings or one of its subsidiaries. However, any acquisition by Apollo Investment Fund VII, L.P., or any other investment fund or vehicle managed by Apollo Management or any of its affiliates, successors or assigns, or by Popular, Holdings, or any affiliate of any of them, will not be deemed to result in a change in control.

Potential Payments Upon Termination of Employment

In connection with Mr. Villamil’s transition from President and Chief Executive Officer to Vice Chairman of the EVERTEC, LLC Board, effective as of February 22, 2012, EVERTEC, LLC and Mr. Villamil entered into the Villamil Modification Agreement, which is summarized above under “CEO Compensation.” Pursuant to the terms of the Villamil Modification Agreement, upon a termination of his employment for any reason, Mr. Villamil would only be entitled to receive any earned but unpaid base salary.

Upon termination of employment for any reason, including death or disability, each of Messrs. Román, Ramírez, Vizcarrondo and Alvarado would be entitled to receive his accrued but unpaid salary, any unpaid bonus earned for any fiscal year ended before the date of termination, and unpaid expense reimbursements, and any vested payments or benefits to which he may be entitled under our benefit plans or applicable law. We refer to the NEOs entitlements in the preceding sentence collectively as our “Accrued Obligations.”

Upon termination by us without “cause” or resignation for “good reason” (both as defined below), in addition to the Accrued Obligations, Messrs. Román, Ramírez, Vizcarrondo and Alvarado would be entitled to receive a lump sum severance payment pursuant to Puerto Rico’s Law 80 severance formula in force at signage date. Upon termination by us without “cause” (as defined below) or resignation for “good reason” (as defined below), in addition to the Accrued Obligations, Mr. Román would be entitled to receive a lump sum severance payment equal to one year’s base salary.

If Mr. Román, Ramírez, Vizcarrondo or Alvarado were terminated by us without cause or he resigned for good reason after September 30 of any year, he would also be entitled to receive a prorated amount of his annual bonus for that year based on the number of days elapsed, referred to as a “Prorated Bonus.” If employment were terminated due to our non-extension of the employment agreement, the executive would be entitled to receive the Accrued Obligations, his Prorated Bonus, and a continuation of his base salary for six months. The executive would be required to sign a separation agreement and general release of claims against us and our affiliates as a condition to his entitlement to receive any severance payment or salary continuation from us under his employment agreement.

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Messrs. Román’s, Ramírez’s, Vizcarrondo’s and Alvarado’s employment agreements also would restrict them from (i) competing with us for twelve months following termination, (ii) soliciting any of our employees, customers or other business relations for twelve months following termination, and (iii) disparaging us at any time following termination.

The NEO employment agreements define “cause” as any of the following:

• commission of a felony or a crime of moral turpitude;

• engaging in conduct that constitutes fraud or embezzlement;

• engaging in conduct that constitutes gross negligence or willful gross misconduct that results or could reasonably be expected to result in harm to our business or reputation;

• breach of any material terms of employment, including the NEO’s employment agreement, which results or could reasonably be expected to result in harm to our business or reputation, if not cured (if curable) by the NEO within 15 days following his receipt of written notice from us; or

• continued willful failure to substantially perform the duties of his position, if not cured (if curable) by the executive within 15 days following the receipt of written notice from us.

For purposes of his employment agreement the NEO would have “good reason” to terminate his employment if, without written consent, any of the following events occurred that are not cured by us within 30 days of written notice specifying the occurrence of such event, which notice must be given by the NEO to us within 30 days following his knowledge of the occurrence of the good reason event:

• a material failure by us to fulfill our obligations under the employment agreement;

• a material and adverse change to, or a material reduction of, the NEO’s duties and responsibilities to us;

• a material reduction in the NEO’s base salary and target annual bonus (not including any reduction related to a broader compensation reduction that is not limited to the NEO specifically and that is no more than 10% in the aggregate);

• the relocation of the NEO’s primary office to a location more than 25 miles from the prior location that materially increases his commute to work; or

• the failure of any successor to all or substantially all of EVERTEC’s assets to assume the NEO’s employment agreement.

Regardless of the circumstances pursuant to which NEOs terminate their employment with us, they are entitled to receive certain amounts earned during their employment.

The following table sets forth the compensation that each NEO would have been entitled to receive upon termination of employment, assuming termination of employment as of December 31, 2011.

Name and position	Severance payment		Other cash  payments(2)		Accelerated vesting  of outstanding restricted stock awards ($)		Accelerated vesting of  outstanding option awards ($ )(3)
Felix M. Villamil
Former President and CEO
Resignation without good reason/Termination with cause	$	—	$	—	$	—	$	—
Resignation with good reason/Termination without cause(1)		855,769		845,000		1,076,400		—
Death or disability(2)		—		525,000		1,076,400		—
Change in control		—		—		—		—
Juan J. Román
Executive Vice President and CFO
Resignation without good reason/Termination with cause	$	—	$	—	$	—	$	—
Resignation with good reason/Termination without cause(1)		375,000		109,375		—		—
Death or disability		—		—		—		—
Change in control		—		—		—		—

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Name and position	Severance payment		Other cash  payments(2)		Accelerated vesting  of outstanding restricted stock awards ($)		Accelerated vesting of  outstanding option awards ($ )(3)
Carlos J. Ramírez
Executive Vice President,
Head of Business Solutions & Transaction Processing Sales
Resignation without good reason/Termination with cause	$	—	$	—	$	—	$	—
Resignation with good reason/Termination without cause(1)		497,115		150,400		—		—
Death or disability		—		—		—		—
Change in control		—		—		—		—
Luis G. Alvarado
Senior Vice President,
Head of Sales for Latin America
Resignation without good reason/Termination with cause	$	—	$	—	$	—	$	—
Resignation with good reason/Termination without cause(1)		149,808		101,650		—		—
Death or disability		—		—		—		—
Change in control		—		—		—		—
Miguel Vizcarrondo
Executive Vice President,
Head of Merchant Acquiring Business & ATH Network
Resignation without good reason/Termination with cause	$	—	$	—	$	—	$	—
Resignation with good reason/Termination without cause(1)		259,423		121,600		—		—
Death or disability		—		—		—		—
Change in control		—		—		—		—

⁽¹⁾  Mr. Villamil’s employment was modified as of February 22, 2012. Pursuant to the terms of his employment agreement as in effect at December 31, 2011, Mr. Villamil would have received a severance payment calculated under Puerto Rico’s Law 80, excluding for such purpose the value of restricted stock and retention bonuses granted under that agreement. In connection with his promotion to Vice Chairman of the EVERTEC, LLC Board, Mr. Villamil is no longer entitled to cash severance in the event that his service is terminated. Except with respect to Mr. Román, severance payment amounts are calculated under Puerto Rico’s Law 80. Mr. Román’s severance is equal to one year’s base salary. Payment is part of the NEO’s employment contract.

⁽²⁾  Other cash payment amounts include the equivalent of the annual bonus that the NEO would have been entitled to receive in respect of 2011 based on the subsequent determination of the EVERTEC, LLC Board.

⁽³⁾  Subject to the NEO’s Stock Option Agreement, the unvested Tranche A options shall become vested under certain circumstances as described above in the narrative “Potential Payments upon Termination or Change in Control.”

Director Compensation in Fiscal Year 2011

The following table sets forth the compensation paid for the year ended December 31, 2011 to our directors for their service.

Name	Fees earned or paid in cash ($)(1)		Stock awards		Option  awards(2)		Non-equity incentive plan compensation		Change in pension value and nonqualified deferred compensation earnings		All other compensation		Total
Marc E. Becker	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Jorge Junquera		—		—		—		—		—		—		—
Nathaniel J. Lipman		51,000		—		16,100		—		—		—		67,100
Matthew H. Nord		—		—		—		—		—		—		—
Richard L. Carrión Rexach		—		—		—		—		—		—		—
Nestor O. Rivera		—		—		—		—		—		—		—
Scott I. Ross		—		—		—		—		—		—		—
Thomas M. White		38,750		—		140,400		—		—		—		179,150

⁽¹⁾  Directors’ fees paid during 2011.

⁽²⁾  On April 5, 2011, Holdings entered into stock option agreements with Messrs. Lipman and White, whereby options were granted to purchase shares of Holdings Class B Non-Voting Common Stock. The amount of option awards included in the compensation table above is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information, see Note 16 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus.

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Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2011, compensation-related decisions with respect to our NEOs were made by the EVERTEC, LLC Board and board of directors of Holdings, the members of which include Messrs. Becker and Ross, each of whom is a partner and officer of certain affiliates of Apollo, which acquired an approximately 51% indirect ownership interest in us as part of the Merger. Other than Mr. Villamil, who served as EVERTEC, LLC’s President and CEO until February 22, 2012, none of our directors has ever been one of our officers or employees. During 2011 none of our directors had any relationship that requires disclosure in this prospectus as a transaction with a related person. During 2011, none of our executive officers served as a member of the compensation committee of another entity, any of whose executive officers served on our Board, and none of our executive officers served as a director of another entity, any of whose executive officers served on our Board.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table provides certain information regarding the beneficial ownership of our outstanding capital stock as of             , 2013, and after giving effect to the offering (assuming that the underwriters do not exercise their option to purchase additional shares), for:

• the selling stockholders;

• each other person or group who beneficially owns more than 5% of our capital stock on a fully diluted basis; and

• each of our directors, each of the named executive officers in the Summary Compensation Table and all of our current executive officers and directors as a group.

The percentage of ownership indicated before this offering is based on                  shares of common stock outstanding on             , 2013 assuming conversion of the Class B Non-Voting Common Stock, and the percentage of ownership after this offering is based on                  shares of common stock outstanding, including the shares to be issued and sold by the Company.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote and in the next paragraph, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

As described in more detail under “Certain Relationships and Related Party Transactions–Related Party Transactions After the Closing of the Merger–Stockholder Agreement,” Apollo and Popular have agreed to act together to vote for the election of each of their director nominees to the Board. Upon the completion of this offering, Apollo and Popular will be deemed a “group” under the rules of the SEC. Upon the closing of this offering, Apollo and Popular as a group will continue to control a majority of our voting common stock. As a result, we will be a “controlled company” within the meaning of applicable corporate governance standards. See “Management,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock” and “Underwriting (Conflicts of Interest)” for additional information regarding the material relationships we have with the selling stockholders in this offering.

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The following table assumes an offering at $          per share, the midpoint of the range set forth on the cover of this prospectus.

Name of Beneficial Owner	Shares Beneficially Owned Before the Offering		Number of Shares to be  Sold in the Offering	Shares Beneficially Owned After the Offering		Maximum Number of Shares to be Sold if Over- Allotment Option is Exercised in Full	Shares Beneficially Owned After the Offering if the Over- Allotment Option is Exercised in Full
	Shares	Percentage		Shares	Percentage		Shares	Percentage
AP Carib Holdings, Ltd. (1)
Popular, Inc. (2)
Peter Harrington (3)
Juan J. Román (4)
Philip E. Steurer (5)
Carlos Ramírez (6)
Luis G. Alvarado (7)
Miguel Vizcarrondo (8)
Félix M. Villamil (9)
Marc E. Becker (10)
Jorge Junquera (11)
Nathaniel J. Lipman (12)
Matthew H. Nord (10)
Richard L. Carrión Rexach (11)
Néstor O. Rivera (11)
Scott I. Ross (10)
Thomas M. White (13)
Directors and executive officers as a group (14 persons)
Other selling stockholders

* Less than one percent.

⁽¹⁾  Reflects                  shares of common stock owned of record by AP Carib Holdings, Ltd. AIF VII Euro Holdings, L.P. (“Euro Holdings”) is the sole shareholder of AP Carib Holdings, Ltd. Apollo Management VII, L.P. is the sole director of AP Carib Holdings, Ltd. and the manager of Euro Holdings. AIF VII Management, LLC (“AIF VII”) is the general partner of Apollo Management VII, L.P. Apollo Management, L.P. (“Apollo Management LP”) is the sole member and manager of AIF VII, and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management LP. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Apollo Advisors VII (EH), L.P. (“Advisors VII (EH)”) is the general partner of Euro Holdings and Apollo Advisors VII (EH-GP) Ltd. (“Advisors VII (EH-GP)”) is the general partner of Advisors VII (EH). Apollo Principal Holdings III, L.P. (“Principal III”) is the sole shareholder of Advisors VII (EH-GP) and Apollo Principal Holdings III GP, Ltd. (“Principal III GP”) is the general partner of Principal III. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP, and the directors of Principal III GP, and as such may be deemed to have voting and dispositive control over the shares of our common stock held by AP Carib Holdings, Ltd.

The address of each of AP Carib Holdings, Ltd, Euro Holdings, Advisors VII (EH), Advisors VII (EH-GP), Principal III and Principal III GP is c/o Intertrust Corporate Services (Cayman) Limited, 87 Mary Street, George Town, Grand Cayman, KY1-9005. The address of each of Apollo Management VII, L.P., AIF VII, Apollo Management LP, Management GP, Management Holdings, Management Holdings GP and Messrs. Black, Harris and Rowan is 9 West 57th St., 43rd Floor, New York, New York 10019.

⁽²⁾  Represents                  shares of common stock owned of record by Popular. The address of Popular is 209 Muñoz Rivera Avenue, Hato Rey, Puerto Rico 00918.

⁽³⁾  Includes                  shares of restricted common stock which are subject to forfeiture. Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options that remain subject to vesting.

⁽⁴⁾  Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options that remain subject to vesting.

⁽⁵⁾  Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options that remain subject to vesting.

⁽⁶⁾  Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options, of which                  remain subject to vesting and none of which are exercisable until the occurrence of certain triggering events.

⁽⁷⁾  Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options, of which                  remain subject to vesting and none of which are exercisable until the occurrence of certain triggering events.

⁽⁸⁾  Does not include                  shares of common stock issuable upon the exercise of Tranche A, Tranche B and Tranche C options, of which                  remain subject to vesting and none of which are exercisable until the occurrence of certain triggering events.

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⁽⁹⁾  Consists of                  shares of restricted common stock which are subject to forfeiture. Does not include                  shares of common stock issuable upon the exercise of Tranche A options, of which                  remain subject to vesting and none of which are exercisable until the occurrence of certain triggering events.

⁽¹⁰⁾  Messrs. Becker, Nord and Ross are each principals and officers of certain affiliates of Apollo. Although each of Messrs. Becker, Nord and Ross, may be deemed to be the beneficial owner of shares owned by Apollo, each of them disclaims beneficial ownership of any such shares.

⁽¹¹⁾  Messrs. Junquera, Carrión and Rivera are each officers and/or directors of Popular. Although each of Messrs. Junquera, Carrión and Rivera may be deemed to be the beneficial owner of shares beneficially owned by Popular, each of them disclaims beneficial ownership of any such shares.

⁽¹²⁾  Does not include                  shares of common stock issuable upon the exercise of options, none of which are exercisable until the occurrence of certain triggering events.

⁽¹³⁾  Consists of                  of common stock held by Thomas M. White 2006 Trust, over which Mr. White has voting and investment power. Does not include                  shares of common stock issuable upon the exercise of options held by Thomas M. White 2006 Trust, of which                  remain subject to vesting and none of which are exercisable until the occurrence of certain triggering events.

Securities Authorized for Issuance Under Equity Compensation Plans

On September 30, 2010, the board of directors of Holdings adopted the Equity Incentive Plan. Holdings reserved 2,921,604 shares of its Class B Non-Voting Common Stock for issuance upon exercise and grants of stock options, restricted stock and other equity awards under the Plan. On April 17, 2012, in connection with the Reorganization, the Company assumed the Equity Incentive Plan and all of the outstanding equity awards issued thereunder or subject thereto. As a result, each of the then outstanding stock options to purchase shares of Holdings’ Class B Non-Voting Common Stock became a stock option to purchase the same number and class of shares of the Company’s Class B Non-Voting Common Stock, in each case on the same terms (including exercise price) as the original stock option. Similarly, each of the then outstanding shares of restricted stock of Holdings was converted into the same number of shares of restricted stock of the Company.

For additional discussion of our equity compensation, including the Equity Incentive Plan, see “Management—Executive Compensation” and Note 16 of the Notes to Consolidated (Successor) and Combined (Predecessor) Financial Statements included elsewhere in this prospectus.

The table below summarizes the equity issuances under the Equity Incentive Plan as of December 31, 2011.

Plan category	Number of securities  to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options warrants and rights		Number of  securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders		2,774,274	(1)	$	10.00		277,330

⁽¹⁾  Includes 50,000 stock options and 80,000 shares of restricted stock that were not granted under the Equity Incentive Plan, but are subject to certain of terms of the Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions in Connection with the Closing of the Merger

Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. The description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, a copy of which is included as an exhibit to the registration statement of which this prospectus forms a part.

Popular agreed, subject to the limitations contained in the Merger Agreement, to indemnify Apollo and its affiliates and certain related parties for breaches of representations, warranties and covenants made by Popular, as well as for certain other specified matters. Apollo and EVERTEC, LLC have agreed, subject to the limitations contained in the Merger Agreement, to indemnify Popular and its affiliates and certain related parties for breaches of representations, warranties and covenants made by Apollo and EVERTEC, LLC. Generally, the indemnification obligations of each party with respect to claims for breaches of representations and warranties (1) expired on April 1, 2012, subject to certain exceptions providing for longer or indefinite survival periods, (2) are not effective until the aggregate amount of losses suffered by the indemnified parties exceeds $5.0 million and (3) are limited to $100.0 million of recovery. In addition, EVERTEC, LLC has agreed, subject to the limitations contained in the Merger Agreement, to indemnify Popular and its affiliates and certain related parties for breaches of certain EVERTEC, LLC’s post-closing covenants, EVERTEC, LLC and its subsidiaries liabilities and certain losses arising from EVERTEC LLC’s assets and employees.

In addition to customary covenants for an agreement of this nature, Popular and Apollo have provided certain non-compete covenants and Popular has provided certain non-solicitation covenants in favor of EVERTEC.

In connection with the Merger Agreement, the parties entered into a number of ancillary agreements, including those described below.

Master Services Agreement

We historically provided various processing and IT services to Popular and its subsidiaries pursuant to a master services agreement among us, Popular and certain of Popular’s subsidiaries.

At the closing of the Merger, we amended and restated the current master services agreement. Under the Master Services Agreement, Popular and Banco Popular agreed to, and caused their respective subsidiaries to, receive the services covered by the Master Services Agreement, including certain changes, modifications, enhancements or upgrades to such covered services, on an exclusive basis from us. In exchange for the services, Popular, Banco Popular and their respective subsidiaries initially pay amounts that are set forth in a price list incorporated into the Master Services Agreement, which is generally based on the historical pricing practices among the parties. The parties agreed to review the service fees on an ongoing basis and may change such fees upon mutual agreement. Following the second anniversary of the date of the Master Services Agreement, such service fees will be adjusted annually to reflect changes in the consumer price index, provided that any such fee adjustment may not exceed 5% per year. The Master Services Agreement provides that it is the intent of the parties to such agreement that the fees we charge to any “banking affiliate” under the Master Services Agreement will be in compliance with applicable laws, and, in order to ensure such compliance, the parties agreed to periodically review such fees to ensure that they represent and remain at levels consistent with the market terms that such banking affiliate would pay to an independent third party for providing similar services. The Master Services Agreement provides that when performing such review, the parties will pay particular attention to any available information on comparable market terms for similar services, and will evaluate and take into consideration the contracting terms and our performance of the services under the Master Services Agreement. The Master Services Agreement defines “banking affiliate” as any banking institution (including its subsidiaries) that is our affiliate for purposes of Section 23A and Section 23B of the Federal Reserve Act and Regulation W of the Federal Reserve Board. Currently, Banco Popular, Banco Popular North America and their subsidiaries are our affiliates for purposes of Section 23A and Section 23B of the Federal Reserve Act and Regulation W of the Federal Reserve Board.

In addition, Popular, Banco Popular and their respective subsidiaries agreed to grant us a right of first refusal to (1) provide our services to support Popular, Banco Popular and their respective subsidiaries’ implementation of any development, maintenance, enhancement or modification of any services provided by us under the Master Services Agreement; (2) create or offer certain new services or products that Popular, Banco Popular or one of their respective subsidiaries determine to offer to their customers; or (3) provide certain core bank processing and credit card processing services that are currently provided by third parties to certain subsidiaries of Popular, if Popular and Banco Popular and their respective subsidiaries determine to extend or renew these services, which are currently provided by third parties. We agreed to grant Popular, Banco Popular and their respective subsidiaries a right of first refusal to purchase any new service or product created or developed by us internally or by a third party, unless the service or product was created or developed by, or at the specific request of, a client other than Popular, Banco Popular and their respective subsidiaries.

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We agreed under the Master Services Agreement that we will not compete with Popular, Banco Popular and their respective subsidiaries in offering, providing or marketing certain payment processing services that are currently offered by Popular, Banco Popular and their respective subsidiaries to certain identified customers of Popular, Banco Popular and their respective subsidiaries. Popular, Banco Popular and their subsidiaries agreed not to hire or solicit any of our employees, subject to customary carve-outs. The Master Services Agreement also contained a non-circumvention covenant, which is intended to prohibit us on the one hand, and Popular, Banco Popular and their subsidiaries on the other hand, from engaging in certain actions designed or intended to divert customers from the other.

Except for cases of our gross negligence or willful misconduct, our liability for breach under the Master Services Agreement is limited to the amount paid for such services under the Master Services Agreement. Under certain circumstances, breaches with respect to certain services result only in service credits accruing to Popular, Banco Popular and their respective subsidiaries in lieu of the payment of monetary damages.

The Master Services Agreement provides for a 15-year term which commenced upon the closing of the Merger (subject to our option to extend such term by an additional three years upon a change of control (as defined in the Master Services Agreement) of Popular or Banco Popular). After the initial term, the Master Services Agreement will renew automatically for successive 3-year periods, unless a party gives written notice of non-renewal to the other parties not less than 1 year prior to the relevant renewal date. The Master Services Agreement provides for termination by a party (1) for the other party’s breach of the agreement that results in a material adverse effect on the terminating party that continues for more than 90 days, (2) for a failure by the other party to pay any properly submitted invoice for a material amount in the aggregate that is undisputed for a period of more than 60 days, or (3) for a prohibited assignment of the Master Services Agreement by the other party. In addition, Popular and Banco Popular are permitted to terminate the Master Services Agreement up to 30 days following the occurrence of a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the Master Services Agreement), unless (1) the acquirer is identified to Popular and Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) we (or our successor, as applicable) will be solvent (as defined in the Master Services Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, we (or our successor, as applicable) will be capable of providing the services under the Master Services Agreement at the level of service that is required under the Master Services Agreement.

We agreed to provide certain transition assistance to Popular, Banco Popular and their respective subsidiaries in connection with (1) the termination of the Master Services Agreement, (2) the termination of a particular service provided by us under the Master Services Agreement or (3) a release event under the Technology Agreement (as described below).

For the year ended December 31, 2011 and the nine months ended September 30, 2012, we recorded revenue of approximately $147.2 million and $110.2 million, respectively, from Popular, Banco Popular and their respective subsidiaries under the Master Services Agreement.

Technology Agreement

At the closing of the Merger, we and Popular entered into a Technology Agreement, pursuant to which we deposited certain proprietary software, technology and other assets into escrow. According to the Technology Agreement we must continue to make deposits on a semi-annual basis during the term of the Master Services Agreement and the term of any transition period under the Master Services Agreement. As specified in the Technology Agreement, Popular has the right and option, upon the occurrence of certain release events, to obtain the release of part, and upon the occurrence of other release events, all of the materials deposited into escrow. Upon the occurrence of any release event, Popular will also have the option to elect to exercise its rights under a license granted by us to Popular to use and otherwise exploit all or any part of the released materials for the term (perpetual or term-limited) specified by Popular. We and Popular will negotiate the fair market value of the rights elected by Popular upon the release of the escrow.

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Popular is permitted to terminate the Technology Agreement up to 30 days following the occurrence of a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the Technology Agreement), unless the acquirer (1) is identified to Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50.0 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the Technology Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the Technology Agreement.

ATH Network Participation Agreement

We historically gave Banco Popular access to the ATH network pursuant to an ATH network participation agreement between us and Banco Popular. At the closing of the Merger, we amended and restated the current ATH network participation agreement (as amended and restated, the “ATH Network Participation Agreement”). Under the ATH Network Participation Agreement, we (1) give Banco Popular access to the ATH network by providing various services, including by connecting Banco Popular’s ATMs to the ATH network, monitoring Banco Popular’s ATMs, agreeing to forward transactions from connected terminals to the participant of the ATH network and settling transactions among ATH network participants from all POS and ATM terminals on a daily basis (collectively, the “ATH Network Services”) and (2) grant to Banco Popular a non-exclusive, non-transferable, limited, royalty free license to use the ATH logo and the ATH word mark and any other trademarks or service marks used by us in connection with the ATH network (collectively, the “ATH Mark”) within the U.S. territories, Puerto Rico, and any other country where the ATH Mark is registered or subject to registration.

The ATH Network Participation Agreement provides for a 15-year term which commenced upon the closing of the Merger (subject to our option to extend such term by an additional three years upon a change of control (as defined in the ATH Network Participation Agreement) of Banco Popular). After the initial term, the ATH Network Participation Agreement will renew automatically for successive 3-year periods, unless a party gives written notice to the other party not less than 1 year prior to the relevant renewal date. The ATH Network Participation Agreement provides for termination (1) by us if Banco Popular commits a material breach, which includes, but is not limited to (a) any activities or actions of Banco Popular which reflect adversely on our business reputation, any participant in the ATH network or the ATH network or (b) any breach of the license described above, (2) by Banco Popular, if we commit a breach or series of breaches that results in a material adverse effect on Banco Popular or (3) by either party (a) for a failure by the other party to pay any properly submitted invoice for a material amount in the aggregate that is undisputed for a period of more than 60 days, or (b) for a prohibited assignment of the ATH Network Participation Agreement by the other party. In addition, Banco Popular is permitted to terminate the ATH Network Participation Agreement up to 30 days following the occurrence a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the ATH Network Participation Agreement), unless (1) the acquirer is identified to Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50.0 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the ATH Network Participation Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the ATH Network Participation Agreement.

Banco Popular also agreed to grant us a right of first refusal with respect to any development, maintenance or other technology project related to the ATH Network Services and will agree to exclusively use us to provide the ATH Network Services throughout the term of the ATH Network Participation Agreement.

For the year ended December 31, 2011 and the nine months ended September 30, 2012, we recorded revenue of approximately $13.6 million and $10.3 million, respectively, from Banco Popular under the ATH Network Participation Agreement.

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ATH Support Agreement

We and Banco Popular entered into the ATH Support Agreement at the closing of the Merger pursuant to which Banco Popular agreed to support the ATH brand by (1) supporting, promoting and marketing the ATH network and brand and debit cards bearing the symbol of the ATH network, either exclusively or with the symbol of another credit card association and (2) issuing in each successive twelve month period at least a set minimum number of debit cards exclusively bearing the symbol of the ATH network (“ATH Debit Cards”). Banco Popular is not responsible for any failure to issue at least the required minimum number of ATH Debit Cards under the ATH Support Agreement during any twelve month period if as a result of factors outside of Banco Popular’s control there is a change in demand for debit cards (including a reduction in the demand for ATH Debit Cards), an increase in demand for debit cards bearing the symbol of the ATH network and the symbol of another credit card association (“Dual Branded Debit Cards”) or the development of new payment technologies in the market that result in a decrease in demand for debit cards (including a reduction in demand for ATH Debit Cards). Banco Popular also agreed not to, and will not create incentives for its or its affiliates’ personnel to, promote, support or market (1) debit cards other than ATH Debit Cards or Dual Branded Debit Cards or (2) credit cards in a manner targeted to negatively impact the issuance of ATH Debit Cards and Dual Branded Debit Cards. The ATH Support Agreement terminates upon the earlier of 15 years after the date of the closing of the Merger or the termination of the Master Services Agreement.

Banco Popular agreed that, during the term of the ATH Support Agreement, it may not directly or indirectly enter into any agreement with another card association to issue Dual Branded Debit Cards without our prior written consent. Under the ATH Support Agreement, if Banco Popular desires to enter into such an agreement, it will consult with us and provide documentation and other support requested by us to demonstrate that Banco Popular’s entry into the agreement will have a direct economic benefit to us. We will then be required to make a good faith determination based on such documentation and support whether to consent to Banco Popular’s entry into the agreement.

Banco Popular is permitted to terminate the ATH Support Agreement up to 30 days following the occurrence of a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the ATH Support Agreement), unless (1) the acquirer is identified to Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50.0 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the ATH Support Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the ATH Support Agreement.

Independent Sales Organization Sponsorship and Services Agreement

At the closing of the Merger, we amended and restated an interim ISO Agreement previously entered into with Banco Popular (as amended and restated, the “ISO Agreement”). Under the ISO Agreement, Banco Popular sponsors us as an independent sales organization with respect to certain credit card associations and we provide various services including, among other things, the payment processing services to merchants (“Merchant Services”), the signing up and underwriting of merchants to accept such Merchant Services and the sale of various products related to the Merchant Services. This agreement also provides that the parties will establish the fees to be paid by EVERTEC, LLC to Banco Popular for the fraud monitoring services provided by Banco Popular. The term of the ISO Agreement will continue until December 31, 2025 and thereafter will be automatically renewed for successive three year periods unless written notice of non-renewal is given at least one year in advance by either party.

Pursuant to the ISO Agreement, Banco Popular is the acquiring member with respect to the credit card associations covered by the ISO Agreement for anyone in Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands. However, if Banco Popular is unable (for any reason other than a merchants’ refusal to enter into a merchant agreement with Banco Popular through no fault of Banco Popular) or unwilling to act as the acquiring member for any merchant, we may enter into an agreement with another financial institution to serve as the sponsoring bank with respect to such person. However, in order to use another financial institution as the sponsoring bank with respect to any merchant, we must make a good faith determination that the provision of Merchant Services to the merchant does not pose an unreasonable financial, regulatory or reputational risk to us or Banco Popular.

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Additionally, pursuant to the ISO Agreement, Banco Popular agreed to exclusively refer to us any merchant that inquires about, requests or otherwise evidences interest in the Merchant Services. Banco Popular will receive a referral fee for each merchant referred that subsequently agrees to receive Merchant Services from us. We also agreed under the ISO Agreement to refer to Banco Popular any merchant doing business in Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands that inquires about, requests or otherwise evidences interest in banking services or products. Banco Popular also agreed to make monthly payments to EVERTEC, LLC as a means of subsidizing certain Merchant Services provided by EVERTEC, LLC on less than favorable terms in connection with two existing customer relationships that are favorable to Popular and its affiliates as a whole. These subsidies were historically reflected in an agreement between the Merchant Acquiring business and Banco Popular. The monthly payments with respect to one customer will continue until the earlier of February 29, 2012 and the date on which the underlying customer contract expires or is terminated. The monthly payments with respect to a second customer will continue until either Banco Popular or EVERTEC, LLC gives 30 days prior written notice to the other party of its desire to terminate the arrangement.

During the term of the ISO Agreement and for one year following the termination of the ISO Agreement for any reason, Banco Popular may not and may not cause any independent sales organization sponsored by Banco Popular to solicit any merchant receiving Merchant Services from us to receive such services instead from another independent sales organization. This non-solicitation restriction does not apply, however, to (1) any banking customer of Banco Popular to which we are unable or unwilling to provide Merchant Services and (2) to any merchant with respect to the solicitation by Banco Popular to provide banking services and products.

Banco Popular is permitted to terminate the ISO Agreement up to 30 days following the occurrence of a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the ISO Agreement), unless (1) the acquirer is identified to Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50.0 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the ISO Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the ISO Agreement.

Cash Depot Subcontract

We provide certain cash depot services (the “Cash Depot Services”) as a subcontractor of Banco Popular to depository institutions doing business in Puerto Rico and the U.S. Virgin Islands pursuant to a subcontract between us and Banco Popular (the “Subcontract”). However, we do not make any payments to, or receive any payments from, Banco Popular under the Subcontract (although we are required under the Subcontract to reimburse Banco Popular for any costs they may incur under the Cash Depot Agreement). Instead, we bill the Puerto Rico Bankers Association (the “PRBA”), who pays us directly and the PRBA then separately invoices those depository institutions that use the Cash Depot Services. In order to use the Cash Depot Services, depository institutions must apply through, and be approved by, the quasi-government organization who holds the prime contract with Banco Popular and the PRBA (the “Cash Depot Agreement”) and who ultimately decides who can provide the Cash Depot Services and who has the right to terminate the services as further described below. Banco Popular is one of the 38 depository institutions that receive services from us under the Subcontract, on the same terms and conditions as the other participants, and Banco Popular pays the PRBA for those services.

The Subcontract is effective for so long as the Cash Depot Agreement is in effect. Under the terms of the Subcontract, either party may terminate the Subcontract prior to the expiration of the subcontract by giving the other party advance notice. However, under the Merger Agreement, Popular agreed that until the termination of the ISO Agreement, the Master Services Agreement or the assignment of the Cash Depot Agreement, Popular will cause Banco Popular to not terminate the Cash Depot Agreement or take any action that would deprive us of the economic benefit that we derive from the Cash Depot Agreement. In addition, the quasi-government organization that is a party to the Cash Depot Agreement may terminate the Cash Depot Agreement and thereby cause the termination of the Subcontract upon the occurrence of certain triggering events, one of which is a material change in the ownership, management and/or operations of Banco Popular and/or EVERTEC. The quasi-government organization that is a party to the Cash Depot Agreement waived the triggering event that would have arisen in connection with the Merger.

For the year ended December 31, 2011 and the nine months ended September 30, 2012, we recorded revenue of approximately $1.4 million and $1.1 million, respectively, under this subcontract.

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Ticketpop Services Agreement

At the closing of the Merger, we amended an interim Ticketpop Services Agreement previously entered into with Banco Popular (as amended, the “Ticketpop Services Agreement”). Under the Ticketpop Services Agreement, customers that purchase event tickets through the Ticketpop internet-based ticket sales and processing that is operated by us are able to obtain printed tickets and make payment for such tickets from Banco Popular tellers and dispensing machines located at certain Banco Popular branches (“Outlet Services”). In addition, Banco Popular makes available its “Telebanco” call and phone assistance center to receive and attend to telephone calls related to TicketPop (“Call Center Services”).

The term of the Ticketpop Services Agreement continues until five years following the closing of the Merger and thereafter will be automatically renewed for successive one year periods unless written notice of non-renewal is given at least 30 days in advance by either party. The Ticketpop Services Agreement provides for termination by (1) us at any time upon giving at least 30 days advance written notice and (2) Banco Popular in the event we (a) commit a material breach of the Ticketpop Services Agreement and fail to cure such breach and/or (b) fail to pay a material amount of undisputed invoiced amounts. In addition, Banco Popular is permitted to terminate the Ticketpop Services Agreement up to 30 days following the occurrence of a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the Ticketpop Services Agreement), unless (1) the acquirer is identified to Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the Ticketpop Services Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the Ticketpop Services Agreement.

On February 3, 2011, we notified Banco Popular of our intent to terminate the portion of the Ticketpop Services Agreement related to Outlet Services because on even date, we entered into a new agreement with an unaffiliated third party to provide these services. On November 15, 2011, we terminated the remaining portion of the Ticketpop Services Agreement because we began performing Call Center Services in house. Accordingly, the Ticketpop Services Agreement has been terminated in its entirety.

For the year ended December 31, 2011, we paid approximately $0.3 million to Banco Popular under the Ticketpop Services Agreement.

Transition Services Agreement

In connection with the Merger, we entered into a transition services agreement with Popular pursuant to which Popular, or an affiliate of Popular, provides certain services to us for different periods of time generally not exceeding 12 months from the closing of the Merger. These services include access and use of SAP and Hyperion systems and other IT services, access to the employee activity center in the Cupey Center, payroll accounting and processing, comptroller function services. Some of the services were historically provided by third-party vendors who have agreed to continue to provide such services for the duration of the transition. Popular agreed to use its reasonable best efforts to obtain consents of such third-party vendors to provide such services for the agreed-upon duration, or obtain substantially similar services from other sources on substantially similar terms and conditions. Popular bears the cost of obtaining such consents. Popular also provides certain transition support to us in connection with the termination of the transition services agreement.

The Transition Services Agreement was amended on September 28, 2011 and January 31, 2012, in each case, to reduce the number of services provided by Popular to EVERTEC, LLC. Currently, the Transition Services Agreement requires Popular to provide only one service to EVERTEC, LLC for approximately $5,000 per month.

For the year ended December 31, 2011 and the nine months ended September 30, 2012, we paid $0.2 million and $0.1 million, respectively, to Popular under the Transition Services Agreement.

Amended Leases

In connection with the Merger, we and Banco Popular entered into the Third Amendment to the Master Lease Agreement governing the premises leased by us at the Cupey Center for use as its headquarters. As amended, the initial term of the lease expires on March 31, 2015, but can be renewed at our option for up to four additional five-year terms. The annual rent under the lease is approximately $5.3 million (including estimated operating expenses). We have a right of first refusal over substantially all of the leased premises in the event that Banco Popular desires to sell the property.

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We and Banco Popular also entered into the Third Amendment to the Sublease Agreement governing the premises subleased by us at the Tres Monjitas property for use as a backup data site. The sublease expired on October 23, 2012. The annual rent under the sublease was approximately $0.4 million.

Consulting Agreements

In connection with the Merger, Holdings and EVERTEC, LLC entered into consulting agreements with each of Apollo Management and Popular (each, a “Holdings consultant”) pursuant to which Holdings and EVERTEC, LLC receive certain advisory services from each Holdings consultant. Each consulting agreement terminates on the earlier of (1) the twelfth anniversary of the date of the consulting agreement, (2) the time at which the applicable Holdings consultant and its affiliates own equity interests in both Holdings and EVERTEC, LLC, in each case in an aggregate amount less than 5% of the then outstanding equity interests of such entity and (3) such earlier date as is mutually agreed upon by Holdings, EVERTEC, LLC and the applicable Holdings consultant. As consideration for agreeing to render the services set forth in the consulting agreement, Holdings will pay (1) an annual fee to Apollo Management equal to the product of 0.51 multiplied by the greater of (a) $2.0 million and (b) 2% of the combined EBITDA of EVERTEC, LLC and its subsidiaries for the immediately preceding year, and (2) an annual fee to Popular equal to the product of 0.49 multiplied by the greater of (a) $2.0 million and (b) 2% of the combined EBITDA of EVERTEC, LLC and its subsidiaries for the immediately preceding year. In addition, upon the consummation of the Merger, Holdings paid an aggregate transaction fee of $18.0 million to the Holdings consultants, 51% of which is payable to Apollo Management and 49% of which is payable to Popular, which was the entire amount paid to the Holdings consultants for the year ended December 31, 2010. The consulting agreements also provide for reimbursement by Holdings of certain expenses of the Holdings consultants incurred in connection with the performance of the Holdings consultants obligations under the consulting agreements.

For the year ended December 31, 2011, Holdings paid $2.0 million to Apollo Management and $1.2 million to Popular under the consulting agreements. Concurrently with the consummation of this offering and upon a payment of approximately $         to Apollo Management and $         to Popular (plus any unreimbursed expenses), the consulting agreement with each Holdings consultant will be terminated in its entirety.

Venezuela Transition Services Agreement

In connection with the transfer of EVERTEC Venezuela and the assignment of all the assets and liabilities related to the EVERTEC Venezuela business, we entered into a transition services agreement with Popular and EVERTEC Venezuela (the “Venezuela Transition Services Agreement”) pursuant to which we will provide certain services to EVERTEC Venezuela for approximately 12 months from the closing of the Merger. These services include the operation of certain transaction authorization and credit card processing applications on behalf of EVERTEC Venezuela and certain IT professional services, including maintenance services, relating to various accounting and back-office applications. Popular and EVERTEC Venezuela are responsible for obtaining any consents or licenses that we may need in order to provide the transition services. In addition, under the terms of the Venezuela Transition Services Agreement, we may terminate the agreement or cease providing any service if (1) upon a change of control of EVERTEC Venezuela (an “EVE-VEN change of control” as defined in the Venezuela Transition Services Agreement), the acquirer, or resulting entity, is not reasonably acceptable to us or (2) EVERTEC Venezuela, Popular or any of their affiliates, (a) violate certain international trade laws or (b) engage in any conduct, or otherwise use the transition services in a manner that we reasonably believe would cause us, Holdings, any holder of any equity interest in Holdings or any of their affiliates to violate any applicable law or any agreement or undertaking to which EVERTEC, LLC, Holdings or any of their affiliates is a party or is bound.

In June 2011, Popular determined that it would terminate the operations of the successor to EVERTEC Venezuela, S.A., Tarjetas y Transacciones en Red Tranred, C.A. (“Tranred”). In connection with such termination, Tranred assigned certain offshore service agreements with entities outside of Venezuela to EVERTEC, LLC and agreed to continue to provide certain services to EVERTEC, LLC to facilitate such assignments. In connection with the assignments, on July 1, 2011, EVERTEC, LLC, Tranred and Popular entered into an amendment of the Venezuela Transition Services Agreement. The Venezuelan Transition Services Agreement was further amended on March 9, 2012 to extend the term to December 31, 2013 and provide for a 10% increase in the fees charged by us.

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For the year ended December 31, 2011 and the nine months ended September 30, 2012, we were paid approximately $2.0 million and $1.3 million, respectively, by Popular, under the Venezuela Transition Services Agreement.

Virgin Islands Services Agreement

We entered into a Virgin Islands Services Agreement whereby Banco Popular provides our Merchant Acquiring business with the services that are provided by the Virgin Islands employees that Banco Popular did not transfer to us under in connection with the Merger. The term of the Virgin Islands Services Agreement continues until three years following the closing of the Merger and thereafter will be automatically renewed for successive one year periods unless written notice of non-renewal is given at least 30 days in advance by either party. The Virgin Islands Services Agreement provides for termination by (1) us at any time upon giving at least 30 days advance written notice and (2) Banco Popular in the event we fail to pay a material undisputed invoiced amounts. In addition, Banco Popular is permitted to terminate the Virgin Islands Services Agreement up to 30 days following the occurrence a change of control of EVERTEC, LLC (an “EVERTEC change of control” as defined in the Virgin Islands Services Agreement), unless (1) the acquirer is identified to Banco Popular at least 30 business days prior to the proposed EVERTEC change of control, (2) neither the acquirer nor any of its affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50.0 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business, (3) EVERTEC, LLC (or its successor, as applicable) will be solvent (as defined in the Virgin Islands Services Agreement) after the proposed EVERTEC change of control and (4) following the EVERTEC change of control, EVERTEC, LLC (or its successor, as applicable) will be capable of performing the obligations and duties of EVERTEC, LLC under the Virgin Islands Services Agreement.

For the year ended December 31, 2011 and the nine months ended September 30, 2012, we paid approximately $0.5 million and $0.4 million, respectively, to Banco Popular under the Virgin Island Services Agreement.

Related Party Transactions After the Closing of the Merger

Director Arrangements

It is our Board’s policy that any director who is not also an employee of either (i) us or any of our subsidiaries, (ii) Popular or (iii) AGM will receive annual compensation in the amount of $45,000 payable in equal quarterly installments, plus $2,000 for each regular or special meeting of the Board or Board committee that they attend in person, plus an additional $1,000 for each regular or special meeting of the Board or Board committee that they attend by teleconference. In addition, on April 5, 2011, Thomas White and Nathaniel Lipman received options to purchase 45,000 and 5,000 shares, respectively, of Class B Non-Voting Common Stock of Holdings (now options to purchase shares of Class B Non-Voting Common Stock of the Company following the Reorganization). The options issued to Messrs. Lipman and White were granted outside of the Plan. Mr. Lipman’s options will vest one year after the grant date as long as he is then providing services to us or our affiliates. Mr. White’s options are divided evenly among Tranche A options and Tranche B options. The Tranche A options will vest in equal installments on each of the first five anniversaries of the grant date and the Tranche B options will vest at such time as Internal Rate of Return (as defined in the Plan) of Apollo Investment Funds VII, L.P. and its affiliates equals or exceeds 20% based on cash proceeds received by Apollo Investment Funds VII, L.P. and its affiliates, in each case as long as Mr. White is providing services to us or our affiliates at such time. Also on April 5, 2011, Mr. White entered into a subscription agreement to purchase 25,000 shares of Class B Non-Voting Common Stock of Holdings for a purchase price of $250,000.

Stockholder Agreement

In connection with the Merger, Holdings entered into a Stockholder Agreement with Popular, Apollo and the other stockholders of Holdings, which was amended and restated in connection with the Reorganization and which is now an agreement among the Company, Popular, Apollo and our other stockholders. The amended and

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restated Stockholder Agreement, among other things, sets forth certain rights and restrictions with respect to our common stock. The description below is a summary of the terms of the amended and restated Stockholder Agreement following the consummation of this offering.

Director Nomination Rights

Our Board is comprised of five directors nominated by Apollo, three directors nominated by Popular and a management director. Félix Villamil shall be the management director for so long as he holds the position of Vice Chairman of the EVERTEC, LLC Board, after which time the individual holding the office of chief executive officer of EVERTEC, LLC will be the management director. Except as described below, Apollo will have the right to nominate five members of our Board and Popular will have the right to nominate three members of our Board, in each case for so long as Apollo or Popular, as the case may be, owns, together with its affiliates, 25% or more of our then outstanding voting common stock. In addition, for so long as Apollo or Popular, as the case may be, owns, together with its affiliates, more than 10% but less than 25% of our then outstanding voting common stock, it will have the right to nominate two members of our Board (the “10% board right”). Similarly, for so long as Apollo or Popular, as the case may be, owns, together with its affiliates, more than 5% but less than 10% of our then outstanding voting common stock, it will have the right to nominate one member of our Board (the “5% board right”).

Each holder party to the Stockholder Agreement has agreed to vote all of such holder’s shares of our common stock and to take all other actions within its control to cause the election of directors nominated by Apollo and Popular pursuant to the Stockholder Agreement. Similarly, we have agreed to take all actions within our control necessary or desirable to cause the election of directors nominated by Apollo and Popular pursuant to the Stockholder Agreement.

Notwithstanding the foregoing, if at any time Popular owns, together with its affiliates, shares of our voting common stock representing 10% more than the amount of our voting common stock owned by Apollo and its affiliates at such time (the “first board trigger date”), each of Apollo and Popular will have the right to nominate four members of our Board, in each case for so long as it owns, together with its affiliates, 25% or more of our then outstanding voting common stock. Furthermore, on the second anniversary of the first board trigger date, Popular will have the right to nominate five members and Apollo will have the right to nominate three members of our Board, in each case for so long as it owns, together with its affiliates, 25% or more of our then outstanding voting common stock. If at any time following the first board trigger date Apollo owns, together with its affiliates, more of our voting common stock than the amount of our voting common stock owned by Popular and its affiliates at such time, the director nomination rights will be as set forth in the immediately preceding paragraph.

Except for certain exceptions described in the Stockholder Agreement, directors may only be removed and replaced by the stockholder having the right to nominate such director. The Stockholder Agreement also provides that we will, at all times, cause the EVERTEC, LLC Board and the board of directors of Holdings to be comprised of the same individuals as our Board.

Additional Stockholder Rights

Each of Apollo and Popular has the right, for so long as it owns, together with its affiliates, 20% or more of our outstanding voting common stock, to approve certain corporate actions before we may take such actions. Among the corporate actions requiring Apollo’s and Popular’s prior approval are: (1) amending the organizational documents of us or any of our subsidiaries; (2) issuing equity of us or any of our subsidiaries, subject to certain exceptions; (3) acquiring or disposing of significant assets; (4) incurring debt for borrowed money under certain circumstances; (5) entering into or amending certain significant contracts; (6) entering into certain related party transactions; (7) materially changing the terms and conditions of the management long-term compensation plan; and (8) causing a change of control (as defined in the Stockholder Agreement) of us prior to March 30, 2013. These consent rights described in this paragraph may be assigned to a complete rights transferee (as defined below).

In addition, for so long as Apollo or Popular owns, together with its affiliates, 10% or more of our then outstanding voting common stock and has the right to nominate at least one director, the approval of at least

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one director nominated by Apollo or Popular (as applicable) shall be necessary, to approve (i) any issuance of preferred stock of us or any of our subsidiaries (other than the issuance of preferred stock by one of our wholly owned subsidiaries to us or another of our wholly owned subsidiaries) and (ii) any transfer of equity in Holdings or EVERTEC, LLC, in each case subject to certain exceptions.

Apollo, Popular and certain of their transferees are also entitled to information rights and inspection rights, in each case for so long as it satisfies certain ownership thresholds set forth in the Stockholder Agreement.

Registration Rights

The Stockholder Agreement grants each of Apollo and Popular the right to request up to four registrations under the Securities Act on Form S-1 (or any successor form) or similar long-form registration statement (each, a “Long-Form Registration”) of all or any portion of the shares of our common stock beneficially owned by the requesting holder if the shares to be sold in any such registration (including piggyback shares and before deduction of any underwriting discounts) reasonably are expected to exceed $75 million, subject to cutbacks. The requesting holder may request that any such Long-Form Registration be an underwritten offering, and no registration shall count as one of the requesting holder’s four permitted Long-Form Registrations, unless such registration (i) has become effective and (ii) includes at least 75% of the shares of our common stock sought by the requesting holder to be included in such Long-Form Registration.

The Stockholder Agreement also grants each of Apollo and Popular the right, at any time after we are eligible to file a registration statement on Form S-3, to request an unlimited number of registrations under the Securities Act on Form S-3 (or any successor form) or any similar short form registration statement (each, a “Short-Form Registration”) of all or any portion of the shares of our common stock beneficially owned by the requesting holder if the shares to be sold in any such Short-Form Registration (including piggyback shares and before deduction of any underwriting discounts) reasonably are expected to exceed $50 million, subject to cutbacks. The requesting holder may request that any such Short-Form Registration be an underwritten offering and certain of their transferees and piggyback registration rights to each stockholder, subject to customary cutbacks.

The Stockholder Agreement obligates us, at any time after the one year anniversary of our initial public offering, to use commercially reasonable efforts to file, no later than 45 days following any written request from Apollo or Popular, a registration statement on Form S-3 (or any successor form) or any similar short-form registration statement (the “Form S-3 Shelf”) for an offering to be made on a delayed or continuous basis covering the resale of shares of our common stock. Following the effectiveness of the Form S-3 Shelf, Apollo and Popular may request unlimited shelf-takedowns if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) reasonably is expected to exceed $25 million.

Whenever we propose to register any shares of our common stock, whether in a primary or secondary offering, each holder of shares of our common stock (including, for the avoidance of doubt, Apollo and Popular) has the right to request that shares beneficially owned by such holder be included in such registration, subject to cutbacks. Under the Stockholder Agreement, we have agreed to pay the fees and expenses associated with registration (excluding discounts and commissions and other selling expenses payable by the selling holders), including the fees and expenses incurred in connection with this offering. The Stockholder Agreement contains customary provisions with respect to registration proceedings, underwritten offerings, and indemnity and contribution rights.

Transfer Restrictions

Neither Apollo nor Popular may transfer shares of our common stock to any person engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless (i) such person does not have a physical presence in Puerto Rico, (ii) in the case of any such transfer by Apollo, for so long as Popular, together with its affiliates, owns at least 5% of our then outstanding voting common stock, such transfer has been approved by Popular or (iii) in the case of any such transfer by Popular, for so long as Apollo, together with its affiliates, owns at least 5% of our then outstanding voting common stock, such transfer has been approved by Apollo.

Additional Restrictions

The Stockholder Agreement contains a covenant restricting us and our subsidiaries from engaging in any business (including commencing operations in any country in which they do not currently operate), subject to certain exceptions, if such activity would reasonably require Popular or an affiliate of Popular to seek regulatory approval from, or provide notice to, any bank regulatory authority. This covenant will remain in effect for so long as the activities and investments of us and our subsidiaries are subject to restrictions under the BHC Act because of Popular’s and/or its affiliates’ ownership of our common stock.

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The Stockholder Agreement also provides that the adoption of any stockholder rights plan, rights agreement or other form of “poison pill” which is designed to or has the effect of making an acquisition of large holdings of our common stock more difficult or expensive must be approved by a majority of our Board and approved by at least one director nominated by each of Apollo and Popular (or certain of their respective transferees) in each case for so long as Apollo or Popular, as the case may be (or certain of their respective transferees) owns, together with its affiliates, 5% or more of our outstanding voting common stock.

The Stockholder Agreement places limitations on the payment of dividends, including requirements that dividends (i) be limited to the amount of the Company’s earnings, Holdings’ earnings or EVERTEC, LLC’s earnings, as the case may be, and (ii) shall not, in the reasonable judgment of our Board, adversely affect the working capital levels necessary for the Company, Holdings or EVERTEC, LLC (as applicable) to conduct our respective operations. In addition, for so long as Apollo or Popular, together with their respective affiliates, owns at least 20% of our outstanding common stock, we cannot use any proceeds obtained from the incurrence of indebtedness to pay a dividend to our stockholders, without first obtaining the prior approval of Apollo and/or Popular.

Certain Provisions Particular to Management Holders

We have the right to purchase all of our common stock (and options and warrants exercisable for our common stock) beneficially owned by any of our stockholders who is employed by or who serves as consultant or director for us or any of our subsidiaries upon such stockholder (1) ceasing to be employed by us or any of our subsidiaries for any reason or (2) experiencing a bankruptcy event. Subject to tolling under certain circumstances set forth in the Stockholder Agreement, we must exercise this repurchase right within twelve months following the date on which such stockholder ceases to provide services to us or our subsidiaries. We may designate this repurchase right to Apollo, Popular or any complete rights transferee.

The Stockholder Agreement also provides that each such stockholder (other than Thomas White and Nathaniel Lipman) is subject to certain non-solicitation and non-competition restrictions which remain in effect until the stockholder ceases to be employed by us or any of our subsidiaries.

Under the Stockholder Agreement, the restrictions described in the paragraph above do not apply to Apollo, Popular or any of their respective affiliates.

Assignment of Rights

The rights granted to each of Apollo and Popular under the Stockholder Agreement (including the director nomination rights, rights to consent to certain actions, registration rights, information rights and inspection rights described above) can be assigned in whole to any person to whom Apollo or Popular, as the case may be, transfers 80% of more of the shares of our common stock held by it and its affiliates as of the date of the Stockholder Agreement (a “complete rights transferee”). Such complete rights transferee can in turn assign such rights to any person to whom it transfers 100% of the shares of our common stock acquired by it in connection with the assignment pursuant to which it became a complete rights transferee. In addition, subject to certain limitations set forth in the Stockholder Agreement, Apollo, Popular and their respective complete rights transferees may assign the 10% board right, 5% board right and up to two long form demand registration rights to any person to whom Apollo or Popular, as the case may be, transfers 20% of more of the shares of our common stock held by Apollo or Popular as of the date of the Stockholder Agreement. Such transferee can in turn assign such rights to any person to whom it transfers 100% of the shares of our common stock acquired by it in connection with the assignment in part to pursuant to which it became a partial rights transferee. Such transferees are also entitled to certain other rights set forth in the Stockholder Agreement (including the registration rights, information rights and inspection rights described above) upon becoming a party thereto.

CONTADO and Serfinsa

On May 17, 2010, Popular and its subsidiaries Banco Popular, PIBI and EVERTEC, LLC entered into an Agreement and Plan of Reorganization, dated as of May 17, 2010 and subsequently amended such agreement

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pursuant to the First Amendment to the Agreement and Plan of Reorganization, dated as of June 30, 2010 and the Second Amendment to the Agreement and Plan of Reorganization, dated as of September 15, 2010 (as amended, the “Master Reorganization Agreement”).

In accordance with the terms of the Master Reorganization Agreement and the Merger Agreement, PIBI and Popular are required to transfer (i) PIBI’s 53.97% equity interest in CONTADO, a merchant acquirer and ATM network in the Dominican Republic, and (ii) PIBI’s 31.11% equity interest in Serfinsa, an ATM network in El Salvador, to us, in each case subject to compliance with the applicable rights of first refusal.

The transfer by PIBI to Popular and the subsequent transfer by Popular to us of PIBI’s equity interests in CONTADO and Serfinsa were subject to compliance with certain rights of first refusal granted in favor of the other shareholders in those entities. Under the terms of the Master Reorganization Agreement, PIBI was required to promptly transfer to Popular and Popular is required immediately thereafter to transfer to us each of the aforementioned equity interests that are not transferred to the other shareholders pursuant to the rights of first refusal triggered by such proposed transactions after satisfying the requirements of such rights of first refusal. However, the Master Reorganization Agreement further provides that to the extent any such transfers are not completed by the closing of the Merger, PIBI and Popular would continue to pursue such transfer in accordance with the terms provided in the Merger Agreement.

On March 31, 2011, after a final agreement was reached between Popular and the other shareholders of CONTADO, (i) Popular transferred to EVERTEC, LLC 19.99% of the equity interest in CONTADO, (ii) Popular paid to EVERTEC, LLC $10.8 million, which represented 50% of the after tax proceeds received by Popular from the sale of the 33.98% equity interest not transferred to EVERTEC, LLC, and (iii) EVERTEC, LLC transferred to Popular $20.0 million held back at the closing of the Merger. On June 30, 2011, after a final agreement was reached between Popular and the other shareholders of Serfinsa, (i) Popular paid to EVERTEC, LLC $0.2 million, which represented 50% of the after tax proceeds received by Popular from the sale of the entire 31.11% equity interest not transferred to EVERTEC, LLC, and (ii) EVERTEC, LLC transferred to Popular $0.3 million held back at the closing of the Merger.

We use the equity method of accounting to account for our 19.99% investment in CONTADO. We recognized $0.8 million and $0.1, respectively, as equity in CONTADO’s net income in the consolidated statement of income for the year ended December 31, 2011 and the nine months ended September 30, 2012.

Settlement Agreement with Popular

On December 31, 2011, EVERTEC, LLC entered into a settlement agreement (“Settlement Agreement”) with Popular in order to settle any claims among the parties related to the Closing Statement or the Working Capital True-Up Amount. In accordance with the Settlement Agreement, we made a one-time payment of $1.7 million to Popular. See Note 22 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for additional information.

Reorganization

On April 17, 2012, EVERTEC, LLC was converted from a Puerto Rico corporation to a Puerto Rico limited liability company for the purpose of improving the consolidated tax efficiency of EVERTEC, LLC and its subsidiaries by taking advantage of recent changes to the PR Code that permit limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. Concurrently, Holdings, EVERTEC, LLC’s direct parent, was also converted into a limited liability company. Prior to these conversions, we were formed in order to act as the new parent company of Holdings and its subsidiaries, including EVERTEC, LLC. We, Holdings, Apollo, Popular and each of the holders of then outstanding shares of Class B Non-Voting Common Stock of Holdings entered into a Stock Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) pursuant to which each of the then outstanding shares of common stock of Holdings was contributed to the Company in exchange for the same number and class of shares of our common stock. In addition, in accordance with the terms and conditions set forth in the Stock Contribution and Exchange Agreement, we assumed the Plan and all of the outstanding equity awards issued thereunder or subject thereto. As a result, each of the then outstanding stock options to purchase shares of Holdings’ Class B Non-Voting

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Common Stock became a stock option to purchase the same number and class of shares of our Class B Non-Voting Common Stock, in each case on the same terms (including exercise price) as the original stock option. Similarly, each of the then outstanding shares of restricted stock of Holdings was converted into the same number of shares of our restricted stock. The transactions described in this section are collectively referred to in this prospectus as the “Reorganization.”

Tax Payment Agreement

On April 17, 2012, we entered into a Tax Payment Agreement (the “Tax Payment Agreement”) with Holdings and EVERTEC, LLC pursuant to which EVERTEC, LLC will be obligated to make certain payments to us or Holdings for taxable periods or portions thereof occurring on or after April 17, 2012 (the “Effective Date”). Under the Tax Payment Agreement, EVERTEC, LLC will make payments with respect to any and all taxes (including estimated taxes) imposed under the laws of Puerto Rico, the United States of America and any other jurisdiction or any political (including municipal) subdivision or authority or agency in Puerto Rico, the United States of America or such other jurisdiction, that would have been imposed on EVERTEC, LLC if it had been a corporation for tax purposes of that jurisdiction, together with all interest and penalties with respect thereto (“Taxes”), reduced by taking into account any of our or Holdings’ applicable net operating losses or other tax attributes that reduce our or Holdings’ Taxes in such period. For the avoidance of doubt, the Tax Payment Agreement provides that the payments thereunder shall not exceed the net amount of Taxes that we and Holdings actually owe to the appropriate taxing authority for a taxable period. Further, the Tax Payment Agreement provides that if we or Holdings receives a tax refund attributable to any taxable period or portion thereof occurring on or after the Effective Date, we shall be required to recalculate the payment for such period required to be made by EVERTEC, LLC to us or Holdings. If the payment, as recalculated, is less than the amount of the payment EVERTEC, LLC already made to us or Holdings in respect of such period, we or Holdings or shall promptly make a payment to EVERTEC, LLC in the amount of such difference. Through the new structure resulting from the Reorganization, including the Tax Payment Agreement, EVERTEC, LLC will benefit from at least $30.0 million of net operating losses and certain other tax attributes for Puerto Rico income tax purposes that prior to the Reorganization and change in tax law were available to its parent but not to EVERTEC, LLC.

Agreements with Mr. Steurer

In connection with Mr. Steurer’s appointment as our Executive Vice President and Chief Operating Officer, Mr. Steurer and EVERTEC, LLC entered into an employment agreement, dated as of August 1, 2012 (the “Steurer Employment Agreement”). The terms of the Steurer Employment Agreement provide for, among other things, an annual base salary of $235,000 (which will be pro-rated for any partial calendar year of service), subject to annual review by the EVERTEC, LLC Board, and an annual bonus opportunity of up to 75% of base salary contingent upon the achievement of qualitative and quantitative performance goals established by the EVERTEC, LLC Board. With respect to fiscal year 2012, however, Mr. Steurer is entitled to receive a guaranteed bonus equal to $100,000. Mr. Steurer is eligible to participate in our retirement and other employee benefit plans and policies that we make generally available to other executives, except severance plans or policies. We also reimbursed Mr. Steurer for reasonable costs associated with his relocation to Puerto Rico.

In addition, EVERTEC and Mr. Steurer entered into a Stock Option Agreement (the “Steurer Option Agreement”), dated as of August 1, 2012, in accordance with the Plan. The Steurer Option Agreement provides for a grant of 50,000 Tranche A Options, 50,000 Tranche B Options and 50,000 Tranche C Options to purchase our Class B Non-Voting Common Stock, each with an exercise price of $12.08 per share.

EVERTEC and Mr. Steurer also entered into a Subscription Agreement, dated as of August 1, 2012, pursuant to which Mr. Steurer purchased 16,556 shares of our Class B Non-Voting Common Stock at a price of $12.08 per share.

Review, Approval or Ratification of Transactions with Related Persons

Upon completion of this offering, pursuant to its written charter, our Audit Committee will review and, subject to certain exceptions, approve or recommend to our Board for approval, all related-party transactions, which include any related party transactions that we would be required to disclose pursuant to Item 404 of Regulation S-K

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promulgated by the SEC. For a discussion of the composition and responsibilities of our audit committee see “Management—Board Composition—Audit Committee.” In determining whether to approve a related party transaction, the audit committee will consider a number of factors including whether the related party transaction complies with the restrictions set forth in our debt agreements and the Stockholder Agreement and is on terms and conditions no less favorable to us than may reasonably be expected in arm’s-length transactions with unrelated parties.

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DESCRIPTION OF CAPITAL STOCK

The discussion below describes the most important terms of our capital stock, amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon completion of this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description refer to our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been included as exhibits to the registration statement of which the prospectus is a part.

Upon completion of the offering, our authorized capital stock will consist of          shares of common stock, par value $0.01 per share (the “common stock”), and          shares of preferred stock, par value $0.01 per share (the “preferred stock”), the rights and preferences of which may be designated by our Board. Upon completion of the offering, there will be          shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. As of             , 2013, there were          holders of record of our common stock.

Common Stock

Voting Rights. The holders of our common stock are entitled to one vote per share on each matter properly submitted to the stockholders on which the holders of shares of common stock are entitled to vote. Subject to the director nomination rights described in “Related Party Transactions After the Closing of the Merger—Stockholder Agreement—Director Nomination Rights”, at any annual or special meeting of the stockholders, holders of common stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.

Dividend Rights. All shares of our common stock will be entitled to share equally in any dividends our Board may declare from legally available sources, subject to the terms of any outstanding preferred stock. Provisions of our debt agreements and other contracts, including requirements under the Stockholder Agreement described elsewhere in this prospectus, may impose restrictions on our ability to declare dividends with respect to our common stock.

Liquidation Rights. Upon liquidation or dissolution of our company, whether voluntary or involuntary, all shares of our common stock will be entitled to share equally in the assets available for distribution to stockholders after payment of all of our prior obligations, including any then-outstanding preferred stock.

Registration Rights. Under the terms of the Stockholder Agreement, we have agreed to register shares of our common stock owned by certain stockholders under certain circumstances. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement” for more detail regarding these registration rights.

Other Matters. The holders of our common stock will have no preemptive rights, and our common stock will not be subject to further calls or assessments by us. There are no redemption or sinking fund provisions applicable to our common stock.

Preferred Stock

Our Board, subject to the approval of each of Apollo and Popular for so long as it, together with their respective affiliates, owns at least 20% of our outstanding common stock and the approval of at least one director nominated by each of Apollo and Popular for so long as it, together with its respective affiliates, owns at least 10% of our outstanding common stock, will be able to issue, from time to time, up to an aggregate of 1,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices, liquidation preferences and the number of shares constituting any series or designations of such series. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing

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flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us and might affect the market price of our common stock. See “—Certain Anti-Takeover, Limited Liability and Indemnification Provisions.”

Certain Anti-Takeover, Limited Liability and Indemnification Provisions

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

“Blank Check” Preferred Stock. Our certificate of incorporation authorizes our Board to issue shares of preferred stock, subject to the approval of each of Apollo and Popular for so long as it, together with its respective affiliates, owns at least 20% of our outstanding common stock and the approval of at least one director nominated by each of Apollo and Popular for so long as it, together with its respective affiliates, owns at least 10% of our outstanding common stock. The issuance of preferred stock could be issued by our Board to increase the number of outstanding shares making a takeover more difficult and expensive. See “—Preferred Stock.”

No Cumulative Voting. Our certificate of incorporation will provide that stockholders do not have the right to cumulative votes in the election of directors.

Removal of Directors; Vacancies. Each of Apollo and Popular, for so long as it, together with its respective affiliates, owns certain percentages of our outstanding common stock, will have the right to nominate a certain number of directors, and each party to the Stockholder Agreement has agreed to vote shares of common stock beneficially owned by it in favor of such nominees. Each of Apollo and Popular shall have the sole right to remove any director nominated by it, with or without cause, and to fill any vacancy caused by the removal of any such director. If Apollo and Popular collectively have the right to nominate fewer than 8 directors, then a committee of the Board shall nominate replacement directors (reasonably acceptable to each of Apollo and Popular for so long as it, together with their respective affiliates, owns at least 5% of our outstanding common stock) and remove any such directors, with or without cause. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement.”

Stockholder Action by Written Consent. Following this offering, any action required to be or that may be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if and only if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of outstanding shares entitled to vote thereon.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws will provide that, if Apollo and Popular, together with their respective affiliates, cease to own at least     % of our outstanding common stock, stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally must be delivered to and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event that the date of such meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting of our stockholders, a stockholder’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Our bylaws also will specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Additional Rights of Major Stockholders. Each of Apollo and Popular, for so long as it, together with its respective affiliates, owns at least 20% of our outstanding common stock, will have the right to consent to the use of any proceeds obtained from the incurrence of indebtedness by the Company to pay any dividend to our

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stockholders and to approve certain corporate actions before we may take such actions (See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement”); and a quorum for the transaction of business at any meeting of the stockholders must include each of Apollo and Popular.

In addition, for so long as each of Apollo and Popular, together with its respective affiliates, owns at least 10% of our outstanding common stock, each of Apollo and Popular shall have the right to consent to any amendments of the Stockholder Agreement, provided that if any amendment affects the rights or obligations of either of Apollo and Popular, together with its respective affiliates, in a manner that is materially adverse and substantially different relative to the other, then such amendment shall not be enforceable against such stockholder without its consent, and no shares of preferred stock may be issued with the approval of at least director nominated by each of Apollo and Popular.

Lastly, for so long as each of Apollo and Popular, together with its respective affiliates, owns at least 5% of our outstanding common stock, (i) each of Apollo and Popular will be entitled to certain information; (ii) a quorum for the transaction of business at any Board meeting must include one or more directors elected by each of Apollo and Popular; (iii) each of Apollo and Popular will have the right to proportional representation on each committee of our Board and on each board of directors or similar governing body of each of our subsidiaries and each committee thereof; and (iv) one director appointed by each of Apollo and Popular must approve of the adoption of any stockholders rights plan.

Limitation of Officer and Director Liability and Indemnification Arrangements. Our amended and restated certificate of incorporation and bylaws limit the liability of our directors to the maximum extent permitted by Puerto Rico law. However, if Puerto Rico law is amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of our directors will be limited or eliminated to the fullest extent permitted by Puerto Rico, as so amended. The modification or repeal of this provision of our amended and restated certificate of incorporation and bylaws will not adversely affect any right or protection of a director existing at the time of such modification or repeal.

Our certificate of incorporation and bylaws will provide that we will, from time to time, to the fullest extent permitted by law, indemnify our directors and officers against all liabilities and expenses in any suit or proceeding, arising out of their status as an officer or director or their activities in these capacities. We also will indemnify any person who, at our request, is or was serving as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. We may, by action of our Board, provide indemnification to our employees and agents within the same scope and effect as the foregoing indemnification of directors and officers.

The right to be indemnified will include the right of an officer or a director to be paid expenses, including attorneys’ fees, in advance of the final disposition of any proceeding, provided that, if required by law, we receive an undertaking to repay such amount if it will be determined that he or she is not entitled to be indemnified.

Our Board may take certain action it deems necessary to carry out these indemnification provisions, including purchasing insurance policies. Neither the amendment nor the repeal of these indemnification provisions, nor the adoption of any provision of our amended and restated certificate of incorporation inconsistent with these indemnification provisions, will eliminate or reduce any rights to indemnification relating to such person’s status or any activities prior to such amendment, repeal or adoption.

We may enter into separate indemnification agreements with each of our directors and executive officers, which may be broader than the specific indemnification provisions contained in Puerto Rico law. These indemnification agreements may require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Currently, to our knowledge, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification by us is sought, nor are we aware of any threatened litigation or proceeding that may result in a claim for indemnification.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons under the foregoing provisions or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors and officers.

Corporate Opportunity

Our certificate of incorporation will provide that we expressly renounce any interest or expectancy in any business opportunity, transaction or other matter in which any of our stockholders or any director nominated by Apollo or Popular participates or desires or seeks to participate in, even if the opportunity is one that we would reasonably be deemed to have pursued if given the opportunity to do so.

Transfer Agent and Registrar

             is the transfer agent and registrar for our common stock.

Listing

We intend to apply to list our common stock on the              under the symbol “    .”

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facilities

General

In connection with the closing of the Merger, EVERTEC, LLC entered into a credit agreement concerning the senior secured credit facilities, dated as of September 30, 2010, consisting of a $355.0 million term loan facility and a $50.0 million revolving credit facility with Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc. act as joint lead arrangers and joint bookrunners for the senior secured credit facilities. On March 3, 2011 and May 9, 2012, EVERTEC, LLC entered into amendments to the credit agreement. The key terms of the senior secured credit facilities, as amended, are described below. Such description is not complete and is qualified in its entirety by reference to the complete text of the credit agreement, security agreements, and amendments thereto, copies of which have been included as exhibits to the registration statement of which this prospectus forms a part and which are available upon request as described under “Where You Can Find More Information.”

The senior secured credit facilities originally provided for a $355.0 million term loan facility, which matures September 30, 2016. EVERTEC, LLC used borrowings under the original term loan facility to finance a portion of the Merger, including, without limitation, payment of fees and expenses contemplated thereby. On May 9, 2012, EVERTEC, LLC entered into a second amendment to the credit agreement to allow, among other things, a restricted payment in an amount not to exceed $270.0 million and certain adjustments to the financial covenant therein. In addition, EVERTEC, LLC borrowed an additional $170.0 million under an incremental term loan pursuant to an incremental assumption agreement. The incremental term loan also matures on September 30, 2016.

The senior secured credit facilities provide for a $50.0 million revolving credit facility, which matures September 30, 2015 and includes:

• a letter of credit subfacility; and

• a swingline loan subfacility.

EVERTEC, LLC may use the revolving credit facility for general corporate purposes, including, without limitation, effecting permitted acquisitions and investments. The senior secured credit facilities also permit EVERTEC, LLC to obtain, subject to certain conditions, the greater of (a) $125.0 million and (b) the maximum principal amount of debt that would not cause our first lien secured leverage ratio to exceed 3.25 to 1.00 of additional credit facilities without the consent of the existing lenders under the senior secured credit facilities.

At September 30, 2012, the senior secured credit facilities consisted of $495.0 million in principal amount of term loans.

Scheduled Amortization Payments and Mandatory Prepayments

The term loan facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount of the term loan facility, with the balance payable on the final maturity date. Prior to the date hereof, we have made optional prepayments of the term loans that have been applied to pay in full all quarterly amortization payments (other than the final installment payment on the final maturity date).

Mandatory prepayment obligations under the term loan facility include, subject to exceptions:

100% of the net cash proceeds of asset sales, dispositions and casualty or insurance proceeds, subject to certain exceptions and customary reinvestment provisions;

50% of our excess cash flow, with such percentage subject to reduction to 25% or 0% based on achievement of specified first lien secured leverage ratios; and

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100% of the net cash proceeds received from issuances of certain debt incurred after the closing of the Merger.

Voluntary Prepayments and Reduction and Termination of Commitments

The terms of the senior secured credit facilities allow us to prepay loans and permanently reduce the loan commitments under the senior secured credit facilities at any time, subject to the payment of customary LIBOR breakage costs, if any, provided that, in connection with certain refinancings on or prior to the six month anniversary of the closing date of the second amendment to the credit agreement, a prepayment premium of 1% will be required.

Interest, Applicable Margins and Fees

The interest rates with respect to loans to us under the term loan facility are based on, at our option, (a) (x) the greater of adjusted LIBOR and 1.50% plus (y) an interest margin of 4.0% or (b) (x) the greater of the higher of the Federal Funds Effective Rate plus 0.5% and Bank of America, N.A.’s prime rate (“ABR”) and 2.50% plus (y) an interest margin of 3.0%. The interest rates with respect to loans to us under the revolving credit facility are based on, at our option, (a)(x) the greater of adjusted LIBOR and 1.50% plus (y) an interest margin of 3.75% or (b)(x) the greater of ABR and 2.50% plus (y) an interest margin of 2.75%. The interest margins under the senior secured credit facilities are subject to reduction based on achievement of specified first lien secured leverage ratios. The revolving credit facility requires us to pay the respective participating lenders a quarterly commitment fee initially equal to 0.75% per annum of the actual daily amount of undrawn commitments under the revolving credit facility during the preceding quarter, subject to reduction based on achievement of specified first lien secured leverage ratios.

Guarantees and Collateral

Our obligations under the senior secured credit facilities and under any cash management, interest rate protection or other hedging arrangements entered into with a lender or any affiliate thereof is guaranteed by Holdings and each of our existing and subsequently acquired or organized wholly-owned subsidiaries, subject to certain exceptions.

Subject to certain exceptions, the senior secured credit facilities are secured to the extent legally permissible by substantially all of the assets of (1) Holdings, including a perfected pledge of all of the limited liability company interests of EVERTEC, LLC, and (2) EVERTEC, LLC and the subsidiary guarantors, including but not limited to: (a) a pledge of substantially all capital stock held by EVERTEC, LLC or any guarantor and (b) a perfected security interest in substantially all tangible and intangible assets of EVERTEC, LLC and each guarantor.

Covenants

The senior secured credit facilities contain financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the senior secured credit facilities include, among other things, limitations (subject to exceptions) on our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• grant liens;

• make loans or investments (including acquisitions);

• merge or enter into acquisitions;

• sell our assets;

• enter into any sale or lease-back transactions;

• incur additional indebtedness;

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• prepay, redeem or repurchase certain of our indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the senior secured credit facilities require us to maintain a maximum first lien secured leverage ratio.

Events of Default

The events of default under the senior secured credit facilities include, without limitation, nonpayment, material misrepresentation, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the credit agreement governing the senior secured credit facilities) and cross-events of default on material indebtedness.

Notes

General

On September 30, 2010, EVERTEC, LLC issued $220.0 million in aggregate principal amount of 11% senior notes due 2018 under an indenture, dated as of September 30, 2010, among EVERTEC, LLC, Holdings, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee. These notes were exchanged in September 2011 for substantially identical notes that were registered with the SEC. The notes are fully and unconditionally guaranteed on a senior basis by EVERTEC, LLC’s existing and future wholly-owned restricted subsidiaries that guarantee the senior secured credit facilities. In connection with the Reorganization, on April 17, 2012, the Co-Issuers and Wilmington Trust, National Association, entered into Supplemental Indenture No. 1 to the indenture to among other things (i) have EVERTEC, LLC assume the obligations of EVERTEC under the indenture and the existing notes, (ii) add EVERTEC Finance as a co-issuer party to the indenture and (iii) permit EVERTEC, LLC to make payments to Holdings as contemplated by the Tax Payment Agreement. On May 7, 2012, EVERTEC, LLC and EVERTEC Finance issued an additional $40.0 million in aggregate principal amount of notes and in September 2012, approximately $39.3 million of these additional notes were exchanged for substantially identical notes that were registered with the SEC. In addition, EVERTEC, LLC and EVERTEC Finance obtained a consent from the holders of the notes as of the record date of April 27, 2012 to amend the limitation on restricted payments covenant in the indenture governing the notes in order to allow additional dividend or distribution payments by them in an aggregate amount not to exceed $270.0 million.

The notes bear interest at a fixed rate of 11.0% per annum and mature on October 1, 2018. Interest on the notes is payable on April 1 and October 1 of each year. The notes are not subject to any mandatory or sinking fund payments. However, under certain circumstances related to change of control or asset sales (each as defined in the indenture governing the notes), we may be required to offer to purchase notes. As of September 30, 2012, the principal outstanding balance of the notes was $250.5 million.

The indenture governing the notes contains restrictive covenants that limit EVERTEC, LLC, EVERTEC Finance and its guarantor subsidiaries’ ability to, among other things: incur additional debt; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; create liens or use assets as security in other transactions; enter into sale and leaseback transactions; merge or consolidate, or sell, transfer, lease or dispose of substantially all their assets; enter into transactions with affiliates; and sell or transfer certain assets. Failure to comply with these covenants constitutes a default and may lead to the acceleration of the principal amount and accrued but unpaid interest on the notes.

We are currently in compliance with the covenants included in the indenture governing notes.

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We may make redemptions of the notes prior to the maturity date in the following circumstances: (1) on or prior to October 1, 2013, we may redeem up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings, including this offering, at a redemption price of 111% of the aggregate principal amount of the notes being redeemed plus accrued and unpaid interest, (2) on or after October 1, 2014, we may redeem all or any portion of the notes during the 12-month periods commencing October 1, 2014, October 1, 2015, and October 1, 2016 and thereafter at redemption prices of 105.50%, 102.75%, 100%, respectively, of the aggregate principal amount of the notes being redeemed plus accrued and unpaid interest, and (4) prior to October 1, 2014, we may redeem all or any portion of the notes at a price equal to 100% of the aggregate principal amount of the notes being redeemed plus a make-whole premium and accrued and unpaid interest. Upon a change of control (as defined in the indenture governing the notes), the holders of the notes each have the right to require us to redeem their notes at a redemption price of 101% of the aggregate principal amount of the notes being redeemed plus accrued and unpaid interest.

Other

ATH Costa Rica, S.A. has a credit facility with Banco Popular for approximately $2.9 million, under which a letter of credit of a similar amount was issued in favor of Visa International. In addition, our Costa Rican subsidiaries have local lines of credit with Banco LAFISE of approximately $0.9 million in the aggregate.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and no predictions can be made about the effect, if any, that market sales of shares of our common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, the actual sale of, or the perceived potential for the sale of, our common stock in the public market may have an adverse effect on the market price for our common stock and could impair our ability to raise capital through future sales of our securities. See “Risk Factors—Risks Related to This Offering—Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.”

Sale of Restricted Shares

Upon completion of this offering, we will have an aggregate of          shares of our common stock outstanding. Of these shares,          shares of our common stock to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares which may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. The remaining shares of our common stock outstanding will be restricted securities, as that term is defined in Rule 144, and may in the future be sold pursuant to an effective registration statement or under the Securities Act to the extent permitted by Rule 144 or any other available exemption under the Securities Act.

Equity Incentive Plan

Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act with the SEC to register          shares of our common stock issued or reserved for issuance under the Equity Incentive Plan. Subject to the expiration of any lock-up restrictions as described below and following the completion of any vesting periods, shares of our common stock issued under the Equity Incentive Plan, issuable upon the exercise of options granted or to be granted under the plan, will be freely tradable without restriction under the Securities Act, unless such shares are held by any of our affiliates.

Lock-up Agreements

Executive officers, directors and our stockholders have agreed not to sell or transfer any shares of our common stock for a period of          days from the date of this prospectus, subject to certain exceptions and extensions. See “Underwriting (Conflicts of Interest)” for a description of these lock-up provisions.

Rule 144

In general, under Rule 144 under the Securities Act, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

All of our outstanding common stock before this offering is held by affiliates. A person who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares (when aggregated with sales by certain related parties) that does not exceed the greater of one percent of the then outstanding shares of our common stock (         shares following this offering) or the average weekly trading volume of our common stock reported through the applicable stock exchange during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Registration Rights

Pursuant to the Stockholder Agreement, we have granted certain stockholders demand registration rights and/or incidental registration rights, in each case, with respect to certain shares of common stock owned by them. See “Certain Relationships and Related Party Transactions—Related Party Transactions After the Closing of the Merger—Stockholder Agreement.”

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MATERIAL TAX CONSEQUENCES

The following discussion contains a description of certain U.S. federal income tax and Puerto Rico tax consequences of the acquisition, ownership and disposition of our common stock, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase common stock. The discussion is based upon the federal income tax laws of the U.S. (including applicable regulations, rulings and court decisions), and Puerto Rico legislation and regulations thereunder as of the date hereof, which are subject to change, possibly with retroactive effect. To the extent that the discussion states definitive legal conclusions under U.S. federal income tax law as to the material U.S. federal income tax consequences of an investment in our common stock, and subject to the qualifications herein, it represents the opinion of Akin, Gump, Strauss, Hauer & Feld, LLP, our special U.S. tax counsel. To the extent that this discussion states definitive legal conclusions under Puerto Rico tax law as to the material Puerto Rico tax consequences of an investment in our common stock, and subject to the qualifications herein, it represents the opinion of Goldman, Antonetti & Córdova, LLC, Puerto Rico tax counsel to the Company.

Material U.S. Federal Income Tax Consequences

The following discussion describes the material U.S. federal income tax consequences relating to acquiring, owning and disposing of our common stock by a U.S. Holder (as defined below) that will acquire our common stock in the offering and will hold the common stock as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing U.S. federal income tax law, including the Code, U.S. Treasury regulations thereunder, rulings and court decisions, all of which are subject to differing interpretations or change, possibly with retroactive effect. No ruling from the Internal Revenue Service (the “IRS”) has been sought with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships or other pass-through entities for U.S. federal income tax purposes and their partners and investors, tax-exempt organizations (including private foundations), investors who are not U.S. Holders, U.S. Holders who own (directly, indirectly or constructively) 10% or more of our stock (by vote or value), U.S. Holders that acquire their common stock pursuant to any employee share option or otherwise as compensation, U.S. Holders that will hold their common stock as part of a straddle, hedge, conversion, wash sale, constructive sale or other integrated transaction for U.S. federal income tax purposes, U.S. Holders that are bona fide residents of Puerto Rico within the meaning of Section 933 of the Code, and U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below). In addition, this discussion does not discuss any U.S. federal estate, gift or alternative minimum tax consequences, any tax consequences of the Medicare tax on certain investment income pursuant to the Health Care and Education Reconciliation Act of 2010, or any non-U.S. tax consequences. Each U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of an investment in our common stock.

If you are considering acquiring, owning or disposing of our common stock, you should consult your own tax advisors concerning the U.S. federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other jurisdiction.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common stock that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.

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If a partnership (or other pass-through entity for U.S. federal income tax purposes) is a beneficial owner of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding our common stock, and partners in such partnerships, are urged to consult their own tax advisors regarding an investment in our common stock.

In general, as a Puerto Rico corporation, we are treated as a foreign corporation for U.S. federal income tax purposes. We believe that we will not be a “passive foreign investment company” for U.S. federal income tax purposes (or a “PFIC”) for the current taxable year and that we have not been a PFIC for prior taxable years, and we expect that we will not become a PFIC in the foreseeable future, although there can be no assurance in this regard. A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income,” or (ii) at least 50% of its assets are assets that produce or are held for the production of “passive income.” For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. We believe that we do not satisfy either the 75% test or the 50% test described above, because our subsidiaries’ income generally does not fall into those categories of “passive income.” The determination of whether we are a PFIC is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, the tax basis) of all of our assets on a quarterly basis and the character of each item of income we earn. This determination is made annually and cannot be completed until the close of a taxable year. This determination depends upon the portion of our assets (including goodwill) and income characterized as passive under the PFIC rules, as described above. Accordingly, it is possible that we may become a PFIC due to changes in our income or asset composition or a decline in the market value of our equity. Because PFIC status is a fact-intensive determination, no assurance can be given that we are not, have not been, or will not become, classified as a PFIC. If we are a PFIC for any taxable year, U.S. Holders will be subject to special tax rules not discussed below and materially adverse consequences could result for U.S. Holders, including an increase in the U.S. federal income tax rate for dividends received by U.S. individual holders if we are a PFIC in a taxable year in which we pay the dividend or the preceding taxable year.

The remainder of the discussion below assumes that we are not a PFIC, have not been a PFIC and will not become a PFIC in the future.

Distributions

The gross amount of distributions with respect to our common stock (before reduction for Puerto Rican withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such distributions will be includable in a U.S. Holder’s gross income as dividend income on the day actually or constructively received by the U.S. Holder. Such dividends will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code in respect of dividends received from other U.S. corporations.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will be treated first as a tax-free return of a U.S. Holder’s tax basis in our common stock, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. Because we do not expect to determine our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that a distribution will generally be reported as a dividend for U.S. federal income tax purposes, even if that distribution would otherwise be treated as a tax-free return of capital or as capital gain under the rules described above.

With respect to non-corporate U.S. Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of U.S. federal income taxation, which vary from 0% to 20%, depending on the U.S. Holder’s individual circumstances. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. Although we expect our common

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stock, which we intend to list on the         , will be considered to be readily tradable on an established securities market in the United States as a result of such listing, there can be no assurance that our common stock will continue to be considered readily tradable on an established securities market. Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss, or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code, will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, even if the minimum holding period requirement has been met, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

You may be entitled to deduct, or claim a U.S. foreign tax credit for, Puerto Rican taxes that are withheld on dividends received by you, subject to applicable limitations in the Code. Dividends paid with respect to our common stock are expected to constitute income from sources without the United States and to be treated as “passive category income” or, in the case of some U.S. holders, “general category income,” for U.S. foreign tax credit limitation purposes. The amount of foreign income taxes that may be claimed as a credit in any year is subject to complex limitations and restrictions, which must be determined on an individual basis by each holder. You are urged to consult your own tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Sale, Exchange or Other Disposition

For U.S. federal income tax purposes, a U.S. Holder generally will recognize taxable gain or loss on any sale, exchange or other taxable disposition of our common stock in an amount equal to the difference between the amount realized for our common stock and the U.S. Holder’s tax basis in such common stock (as determined on a share-by-share basis). Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year generally are eligible for reduced rates of U.S. federal income taxation, which vary from 0% to 20%, depending on the U.S. Holder’s individual circumstances . The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes.

Information Reporting and Backup Withholding

Pursuant to recently enacted legislation, an individual U.S. Holder (and certain U.S. entities to the extent provided in IRS guidance) with interests in “specified foreign financial assets” (as defined in Section 6038D of the Code) generally is required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets is greater than $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable IRS guidance). For this purpose, “specified foreign financial assets” generally include, among other assets, a U.S. Holder’s common stock, unless such shares were held on such U.S. Holder’s behalf through a U.S. financial institution. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. Also, in the event an individual U.S. Holder (and certain U.S. entities to the extent provided in IRS guidance) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close until three years after the date the required information is filed. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 8938.

In addition, U.S. Holders may be required to file IRS Form 926 reporting the payment of the offering price for our common stock to us if (a) immediately after the transfer the U.S. Holder holds directly, indirectly or constructively at least 10% of the total voting power or the total value of our shares or (b) the amount of cash transferred by the U.S. Holder or any related person to us during the 12-month period ending on the date of the transfer exceeds $100,000. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. Also, in the event a U.S. Holder does not file IRS Form 926, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close until three years after the date the required information is filed. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

Moreover, information reporting generally will apply to dividends in respect of our common stock and the proceeds from the sale, exchange or other disposition of our common stock that are paid to a U.S. Holder within the

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United States (and in certain cases, outside the United States), unless the U.S. Holder is an exempt recipient. Backup withholding (currently at a rate of 28%) may also apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or certification of other exempt status or fails to report in full dividend and interest income. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. You should consult your tax advisors regarding the application of the U.S. information reporting and backup withholding rules to your particular circumstances.

Material Puerto Rico Income Tax Consequences

In the opinion of Goldman Antonetti & Córdova, LLC, our Puerto Rico counsel in this transaction, the following discussion summarizes the material Puerto Rico tax considerations relating to the ownership and disposition of our common stock.

This discussion is based on the tax laws of Puerto Rico as in effect on the date of this registration statement, as well as regulations, administrative pronouncements and judicial decisions available on or before such date and now in effect. All of the foregoing are subject to different interpretations and are also subject to change, which change could apply retroactively and could affect the continued validity of this summary. An opinion of counsel represents only such counsel’s best legal judgment and is not binding on the Puerto Rico Treasury Department (the “PR Treasury”), or any municipality or agency of Puerto Rico. We will not seek a ruling from the PR Treasury with respect to any matters discussed in this section, and we cannot assure you that the PR Treasury will not challenge one or more of the tax consequences described below. Accordingly, there can be no assurance that the opinions set forth herein, if challenged, would be sustained.

This discussion deals only with shares of common stock held by a holder who purchases and holds them as “capital assets” within the meaning of Section 1034.01 of the Puerto Rico Internal Revenue Code of 2011, as amended (the “PR Code”) (i.e., generally property held for investment) and does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than Puerto Rico.

The following discussion does not intend to cover all aspects of Puerto Rico taxation that may be relevant to a purchaser of our common stock in light of the purchaser’s particular circumstances, or to purchasers subject to special rules of taxation, such as life insurance companies, partnerships or other pass-through entities for Puerto Rico income tax purposes, “Special Partnerships,” “Subchapter N Corporations,” registered investment companies and certain pension trusts.

For purposes of the discussion below, a “domestic corporation” is a corporation organized under the laws of the jurisdiction of Puerto Rico. Furthermore, a “foreign corporation” is a corporation organized under the laws of a jurisdiction other than Puerto Rico. Corporations organized under the laws of the United States or any of the states of the United States are considered “foreign corporations” for Puerto Rico income tax purposes.

If you are considering acquiring, owning or disposing of our common stock, you should consult your own tax advisors concerning the Puerto Rico income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other jurisdiction.

Distributions

General

Distributions of cash or other property made with respect to our common stock will be treated as dividends to the extent that they are paid out of current or accumulated earnings and profits. To the extent that a distribution exceeds our current and accumulated earnings and profits, the distribution will be applied against and reduce the adjusted Puerto Rico income tax basis of our common stock in the hands of the holder. The excess of any distribution of this type over the adjusted Puerto Rico income tax basis will be treated as a gain on the sale or exchange of the shares of our common stock and will be subject to income tax as described below.

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Individuals Resident of Puerto Rico and Domestic Corporations

In general, individuals who are residents of Puerto Rico will be subject to a 10% Puerto Rico income tax on dividends paid on the shares of our common stock. This tax is generally required to be withheld by us. Such individuals may elect for this withholding not to apply by providing us a written statement opting-out of such withholding provided the shares of our common stock are held in their names. If such individual holds the shares of our common stock in the name of a broker or other direct or indirect participant of Depository Trust Company (“DTC”), certain other procedures may need to be followed for purposes of opting-out of the 10% Puerto Rico withholding tax. If the Puerto Rico resident individual opts-out of the 10% Puerto Rico withholding tax, he or she will be required to include the amount of the dividend as ordinary income and will be subject to Puerto Rico income tax thereon at the normal income tax rates, which currently may be up to 33%. Even if the withholding is actually made, the individual may elect, upon filing his/her Puerto Rico income tax return for the year the dividend is paid, for the dividends to be taxed at the normal income tax rates applicable to individuals. In this case, the 10% Puerto Rico income tax withheld is creditable against the normal tax so determined.

Individual residents of Puerto Rico are subject to alternative minimum tax (“AMT”) on the AMT net income if their regular tax liability is less than the AMT liability. The AMT rates range from 10% to 20% depending on the AMT net income. At present, AMT applies with respect to individual taxpayers that have AMT net income of $150,000 or more. The AMT net income includes various categories of tax-exempt income and income subject to preferential tax rates as provided in the PR Code, such as dividends on our common stock and long-term capital gains recognized on the disposition of our common stock.

Domestic corporations will be subject to Puerto Rico income tax on dividends paid on the shares of our common stock at the normal corporate income tax rates, subject to the dividend received deduction. The dividend received deduction will be equal to 85% of the dividend received, but the deduction may not exceed 85% of the corporation’s net taxable income. Based on the applicable maximum corporate income tax rate of 30%, the maximum effective income tax rate on these dividends will be 4.50% after accounting for the dividend received deduction. No Puerto Rico income tax withholding will be imposed on dividends paid on the shares of our common stock provided such shares are held in the name of the domestic corporation. If such domestic corporation holds the shares of our common stock in the name of a broker or other direct or indirect participant of DTC, then a 10% Puerto Rico income tax withheld at source will be made on dividends paid on the shares of our common stock held on behalf of such domestic corporation unless certain other procedures are followed for purposes of opting-out of the 10% Puerto Rico withholding tax. If the withholding is actually made, the 10% Puerto Rico income tax withheld is creditable against the Puerto Rico income tax liability of the domestic corporation.

The AMT liability of a domestic corporation is not affected by the receipt of dividends on the shares of our common stock.

Please note that distributions of industrial development income pursuant to Act 73 to shareholders that are individual residents of Puerto Rico or domestic corporations are not subject to income tax, AMT or tollgate tax under the PR Code. Subsequent distributions of said income are also not subject to income tax, AMT or tollgate tax under the PR Code. The determination of the amount of distributions subject to the tax exemption provided under Act 73 shall be determined and allocated by us.

Individuals Who Are Not Residents of Puerto Rico and Foreign Corporations

The following discussion regarding the income taxation of dividends on shares of our common stock received by individuals who are not residents of Puerto Rico and foreign corporations assumes that dividends will constitute income from sources within Puerto Rico. Generally, a dividend declared by a domestic corporation will constitute income from sources within Puerto Rico unless the corporation derived less than 20% of its gross income from sources within Puerto Rico for the three taxable years preceding the year of the declaration. We believe that we have derived more than 20% of our gross income from Puerto Rico sources on an annual basis since our incorporation and expect that in the future more than 20% of our gross income will be from Puerto Rico sources on an annual basis.

Any individual who is a citizen of the United States and who is not a resident of Puerto Rico is entitled to the same tax treatment as are individuals that are residents of Puerto Rico, although taxed solely on his/her Puerto Rico source income. As such, dividends paid on the shares of our common stock to any individual who is a citizen of the United States and who is not a resident of Puerto Rico will generally be subject to a 10% Puerto Rico income tax which will be withheld at source by us.

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Dividends paid on the shares of our common stock to any individual who is not a citizen of the United States and who is not a resident of Puerto Rico will also generally be subject to a 10% Puerto Rico income tax which will be withheld at source by us.

The Puerto Rico income taxation of dividends paid on the shares of our common stock to a foreign corporation will depend on whether or not the corporation is engaged in a trade or business in Puerto Rico.

A foreign corporation that is engaged in a trade or business in Puerto Rico will be subject to the normal corporate income tax rates applicable to domestic corporations on its net income that is effectively connected with the trade or business in Puerto Rico. This income will include net income from sources within Puerto Rico and certain items of net income from sources outside Puerto Rico that are effectively connected with the trade or business in Puerto Rico. Net income from sources within Puerto Rico will include dividends on the shares of our common stock. A foreign corporation that is engaged in a trade or business in Puerto Rico will be entitled to claim the 85% dividend received deduction discussed above in connection with dividends received from domestic corporations. No Puerto Rico income tax withholding will be imposed on dividends paid to foreign corporations engaged in a trade or business in Puerto Rico on the shares of our common stock provided such shares are held in the name of such foreign corporation. If such foreign corporation holds the shares of our common stock in the name of a broker or other direct or indirect participant of DTC, then, a 10% Puerto Rico income tax withheld at source will apply to dividends paid on the shares of our common stock held on behalf of such foreign corporation unless certain other procedures are followed to certify to us through DTC that the beneficial owner of our common stock is a foreign corporation engaged in a trade or business in Puerto Rico. If the withholding is actually made, the 10% Puerto Rico income tax withheld is creditable against the Puerto Rico income tax liability of the foreign corporation.

In general, foreign corporations that are engaged in a trade or business in Puerto Rico are also subject to a 10% branch profits tax. However, dividends on the shares of our common stock received by foreign corporations will be excluded from the computation of the branch profits tax liability of these corporations.

A foreign corporation that is not engaged in a trade or business in Puerto Rico will be subject to a 10% Puerto Rico withholding tax on dividends received on the shares of our common stock.

Please note that distributions of industrial development income pursuant to Act 73 to shareholders that are individuals who are not residents of Puerto Rico or foreign corporations are not subject to income tax, AMT or tollgate tax under the PR Code. Subsequent distributions of said income are also not subject to income tax, AMT or tollgate tax under the PR Code. The determination of the amount of distributions subject to the tax exemption provided under Act 73 shall be determined and allocated by us.

We note that although Puerto Rico is a possession of the United States, Puerto Rico withholding taxes with respect to dividends paid to foreign persons are unlikely to be eliminated or reduced by any income tax treaty to which the United State is a party because as a general matter such treaties do not currently apply to U.S. overseas territories such as Puerto Rico. However, foreign persons are urged to consult their own tax advisors in order to determine the availability of benefits under any such income tax treaty in their specific circumstances.

Taxation of gains upon sales or exchanges

General

The sale or exchange of shares of our common stock will give rise to gain or loss for Puerto Rico tax purposes equal to the difference between the amount realized on the sale or exchange and the Puerto Rico income tax basis of the shares of our common stock in the hands of the holder. Any gain or loss that is required to be recognized will be a capital gain or loss if the shares of our common stock are held as a capital asset by the holder and will be a long-term capital gain or loss if the holder’s holding period of the shares of our common stock exceeds six months. Additionally, Act 73 imposes additional rules in determining the tax basis of the shares of our common stock in the hands of the holder upon their sale or exchange.

Individual Residents of Puerto Rico and Domestic Corporations

Gain on the sale or exchange of shares of our common stock by an individual resident of Puerto Rico or a domestic corporation will generally be required to be recognized as gross income and will be subject to income tax. If the holder is an individual and the gain is a long-term capital gain, the gain will be taxable at a maximum rate of 10%. If the holder is a domestic corporation and the gain is a long-term capital gain, the gain will qualify for an alternative tax rate of 15%.

However, a portion of the gain on the sale or exchange of shares of our common stock by an individual resident of Puerto Rico or a domestic corporation may be subject to a special capital gain tax of 4% pursuant to Act 73 if it is sold during the duration of the grant. The amount of gain subject to the special 4% tax rate will depend on the portion of the gain attributable to the exempt operations carried out by us. If the sale or exchange takes place after the expiration of the tax grant, the amount of gain subject to the special 4% tax rate will be limited to the value of the shares at the date of expiration of the tax grant reduced by: (1) the amount of exempt distributions received by the shareholder; and (2) tax basis of the shares of our common stock in the hands of the holder as computed pursuant to Act 73. Any remaining gain shall be subject to taxation pursuant to the provisions of the PR Code.

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Individual residents of Puerto Rico are subject to AMT on the AMT net income if their regular tax liability is less than the AMT liability. The current AMT rates range from 10% to 20% depending on the AMT net income. At present, AMT applies with respect to individual taxpayers that have AMT net income of $150,000 or more. The AMT net income includes various categories of tax-exempt income and income subject to preferential tax rates as provided in the PR Code, such as dividends on our common stock and long-term capital gains recognized on the disposition of our common stock. Please note that any capital gain subject to the special 4% tax rate will not be subject to the AMT.

The AMT liability of a domestic corporation is not affected by the recognition of long-term capital gains on the disposition of the shares of our common stock. Additionally, please note that any capital gain subject to the special 4% tax rate will not be subject to the AMT.

Individuals Who Are Not Residents of Puerto Rico

Individuals who are not residents of Puerto Rico will not be subject to Puerto Rico income tax on the sale or exchange of shares of our common stock since the gain resulting thereof constitutes income from sources outside Puerto Rico and since it should not fall within one of the exceptions for the gain, profit or income derived from the sale or exchange of personal property pursuant to the PR Code.

Foreign Corporations

A foreign corporation that is engaged in a trade or business in Puerto Rico will generally be subject to domestic corporate income tax on any gain realized on the sale or exchange of shares of our common stock if the gain is: (1) from sources within Puerto Rico, or (2) from sources outside Puerto Rico and effectively connected with a trade or business in Puerto Rico. Any such gain will qualify for an alternative tax of 15% if it qualifies as a long-term capital gain.

In general, foreign corporations that are engaged in a trade or business in Puerto Rico will also be subject to a 10% branch profits tax. In the computation of this tax, any gain realized by these corporations on the sale or exchange of shares of our common stock and that is subject to Puerto Rico income tax will be taken into account. However, a deduction will be allowed in the computation for any income tax paid on the gain realized on the sale or exchange.

A foreign corporation that is not engaged in a trade or business in Puerto Rico will not be subject to Puerto Rico income tax on any capital gain realized on the sale or exchange of our common stock since the gain from the sale or exchange of the common stock by a foreign corporation constitutes income from sources outside Puerto Rico.

Estate and Gift Taxation

The transfer of shares of our common stock by inheritance by a decedent who: (1) either (A) is a citizen of the United States who acquired his or her citizenship solely by reason of birth or residence in Puerto Rico or (B) is not a citizen of the United States, (2) was a resident of Puerto Rico at the time of his or her death, and (3) did not own more than 10% of our stock (by value or vote), will not be subject to Puerto Rico estate tax. Likewise, the transfer of shares of our common stock by gift by an individual who is a resident of Puerto Rico at the time of the gift and did not own more than 10% of our stock (by value or vote) will not be subject to gift tax. Other individuals are urged to consult their own tax advisors in order to determine the appropriate treatment for Puerto Rico estate and gift tax purposes of the transfer of the shares of our common stock by death or gift.

Municipal License Taxation

Individuals and corporations that are not engaged in a trade or business in Puerto Rico will not be subject to municipal license tax on dividends paid on the shares of our common stock or on any gain realized on the sale, exchange or redemption of the shares of our common stock.

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Individuals, residents or non-residents, and corporations, domestic or foreign, that are engaged in a trade or business in Puerto Rico will generally be subject to municipal license tax on dividends paid on the shares of our common stock and on the gain realized on the sale, exchange or redemption of the shares of our common stock if the dividends or gain are attributable to that trade or business. The municipal license tax is imposed on the volume of business of the taxpayer, and the tax rates vary by municipalities with the current maximum rate being 1.5% in the case of financial businesses and 0.5% for other businesses.

Property Taxation

The shares of our common stock will not be subject to Puerto Rico property tax.

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UNDERWRITING (CONFLICTS OF INTEREST)

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares, as described below.

Commissions and Discounts

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The following table shows the per share and total public offering price and underwriting discounts, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional          shares of common stock.

		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts to be paid by:
Us	$	$	$
The selling stockholders	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to selling stockholders	$	$	$

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The estimated offering expenses payable by us, exclusive of the underwriting discounts, are approximately $         million. The selling stockholders will not pay any offering expenses (other than the underwriting discounts).

Option to Purchase Additional Shares

The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to              additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts.

To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

Discretionary Sales

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

Listing

We intend to apply to have our common stock listed on the              under the trading symbol “    ”.

Lock-Up Agreements

We, the selling stockholders and all of our directors and officers have agreed that, without the prior written consent of the underwriters, we and they will not, during the period ending      days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agree that, without the prior written consent of the underwriters, it will not, during the period ending      days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

The restrictions described in the immediately preceding paragraph do not apply to the sale of shares to the underwriters and are subject to other customary exceptions.

The selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act.

Price Stabilization, Short Positions and Penalty Bids

                In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under their option to purchase additional shares. The underwriters can close out a covered short sale by exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under their option to purchase additional shares. The underwriters may also sell shares in excess of their option, to purchase additional shares creating a naked short position. The underwriters

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must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions. We and the selling stockholders have agreed to indemnify the several underwriters, including their controlling persons, against certain liabilities, including liabilities under the Securities Act.

Electronic Distribution

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Indemnification

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act and to contribute to payments that the underwriters may be required to make for these liabilities.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, (1) the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any

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measure implementing the Prospectus Directive in that Member State, (2) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and (3) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

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Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they have received or may receive customary fees and expenses. Certain of the underwriters or their affiliates may have an indirect ownership interest in us through various private equity funds, including funds affiliated with Apollo.

In the ordinary course of business, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account or for the accounts of their customers, and such investment and securities activities may involve or relate to assets, securities or instruments of the issuer (directly, as collateral securing other obligations or otherwise) or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also make investment recommendations, market color or trading ideas or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such assets, securities and instruments.

Conflicts of Interest

We expect that each of Apollo Global Securities, LLC, an affiliate of Apollo Management, and Popular Securities, Inc., an affiliate of Popular, will be an underwriter of this offering. Since each of Apollo and Popular owns more than 10% of our outstanding common stock, a “conflict of interest” would be deemed to exist under Rule 5121(f)(5)(B) of the Conduct Rules of the Financial Industry Regulatory Authority, or FINRA. Accordingly, we intend that this offering will be made in compliance with the applicable provisions of Rule 5121. Since neither Apollo Global Securities, LLC nor Popular Securities, Inc. is primarily responsible for managing this offering, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. As such, neither Apollo Global Securities, LLC nor Popular Securities, Inc. will confirm sales to accounts in which it exercises discretionary authority without the prior written consent of the customer.

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LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Akin Gump Strauss Hauer & Feld LLP, New York, New York. The validity of the shares of common stock offered hereby will be passed upon for us by Goldman Antonetti & Córdova, LLC. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cahill Gordon & Reindel LLP, New York, New York.

EXPERTS

The consolidated financial statements of Carib Holdings, Inc. (Successor) as of December 31, 2011 and 2010 and for the year ended December 31, 2011 and the period from June 25, 2010 (inception) to December 31, 2010 and the combined financial statements of EVERTEC Business Group (Predecessor) for the nine months ended September 30, 2010 included in this prospectus, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement under the Securities Act, with respect to the shares of our common stock offered by this prospectus. This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement. This prospectus summarizes provisions that we consider material of certain contracts and other documents to which we refer you. You should review the full text of those documents. We have included copies of those documents as exhibits to the registration statement.

EVERTEC, LLC, our wholly-owned subsidiary, is required to file annual and quarterly reports and other information with the SEC, and expects to continue to make such filings after the consummation of this offering. Such periodic reports are not incorporated into this prospectus by reference.

The registration statement and the exhibits thereto and EVERTEC, LLC’s periodic reports filed with the SEC may be inspected, without charge, and copies may be obtained at prescribed rates, at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call 1-800-SEC-0330 for further information on the public reference rooms. EVERTEC, LLC’s filings with the SEC are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

As a result of the offering, we and our stockholders will also become subject to the proxy solicitation rules, annual and periodic reporting requirements and other requirements of the Exchange Act. These periodic reports, proxy statements and other information will be available for inspection and copying at the regional offices, public reference facilities and web site of the SEC referred to above. We will furnish our stockholders with annual reports containing audited financial statements certified by an independent registered public accounting firm and quarterly reports containing unaudited financial statements for the first three quarters of each fiscal year.

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INDEX TO FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements of EVERTEC, Inc.
Unaudited Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	F-2
Unaudited Consolidated Statements of Income and Comprehensive Income for the nine months ended September 30, 2012 and 2011	F-3
Unaudited Consolidated Statement of Changes in Stockholder’s Equity for the nine months ended September 30, 2012	F-4
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	F-5
Notes to Unaudited Consolidated Financial Statements	F-6
Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements of Carib Holdings, Inc. (now known as EVERTEC Intermediate Holdings, LLC)
Reports of Independent Registered Public Accounting Firm	F-21
Consolidated (Successor) Balance Sheets as of December 31, 2011 and 2010	F-23
Consolidated (Successor) and Combined (Predecessor) Statements of Income (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2011, the period from June 25, 2010 (inception) to December 31, 2010, and the nine months ended September 30, 2010	F-24
Consolidated (Successor) and Combined (Predecessor) Statements of Changes in Stockholder’s (or Owner’s) Equity for the year ended December 31, 2011, the three months ended December 31, 2010, and the nine months ended September 30, 2010	F-25
Consolidated (Successor) and Combined (Predecessor) Statements of Cash Flows for the year ended December 31, 2011, the period from June 25, 2010 (inception) to December 31, 2010, and the nine months ended September 30, 2010	F-26
Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements	F-27

F-1

EVERTEC, Inc. (Unaudited) Consolidated Balance Sheets

(Dollar amounts in thousands)

	September 30, 2012			December 31, 2011
Assets
Current Assets:
Cash	$	50,112		$	56,200
Restricted cash		4,706			5,288
Accounts receivable, net		67,475			60,930
Deferred tax asset		33			8,294
Prepaid expenses and other assets		19,132			21,526
Total current assets		141,458			152,238
Investments in equity investees		10,131			12,267
Property and equipment, net		32,103			36,685
Goodwill		373,472			371,712
Other intangible assets, net		413,506			448,914
Long-term deferred tax asset		—			2,150
Other long-term assets		21,505			22,894
Total assets	$	992,175		$	1,046,860
Liabilities and stockholders’ equity
Current Liabilities:
Accrued liabilities	$	44,834		$	29,581
Accounts payable		17,738			21,786
Unearned income		935			900
Income tax payable		2,183			3,383
Deferred tax liability, net		3,250			9,321
Total current liabilities		68,940			64,971
Long-term debt		736,197			523,833
Long-term deferred tax liability, net		82,630			91,431
Other long-term liabilities		337			449
Total liabilities		888,104			680,684
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued		—			—
Common stock, par value $0.01; 103,000,000 shares authorized; 36,377,526 shares issued and outstanding at September 30, 2012 (December 31, 2011 - 36,314,166)		364			363
Additional paid-in capital		104,601			363,493
Accumulated (losses) earnings		(2,127	)		3,638
Accumulated other comprehensive income (loss), net of tax of $0 and $13		1,233			(1,318	)
Total stockholders’ equity		104,071			366,176
Total liabilities and stockholders’ equity	$	992,175		$	1,046,860

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

EVERTEC, Inc. (Unaudited) Consolidated Statements of Income and Comprehensive Income

(Dollar amounts in thousands, except per share data)

	Nine months ended September 30,
	2012			2011
Revenues
Merchant acquiring, net	$	51,499		$	44,043
Payment processing (from affiliates: $22,005 and $20,173)		69,986			63,235
Business solutions (from affiliates: $90,866 and $91,432)		129,214			128,273
Total revenues		250,699			235,551
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization shown below		118,469			114,832
Selling, general and administrative expenses		24,759			26,005
Depreciation and amortization		53,517			51,977
Total operating costs and expenses		196,745			192,814
Income from operations		53,954			42,737
Non-operating (expenses) income
Interest income		237			667
Interest expense		(39,214	)		(39,272	)
Earnings of equity method investment		103			685
Other expenses:
Voluntary Retirement Program (“VRP”) expense		—			(14,197	)
Other expenses		(9,802	)		(2,092	)
Total other expenses		(9,802	)		(16,289	)
Total non-operating (expenses) income		(48,676	)		(54,209	)
Income (loss) before income taxes		5,278			(11,472	)
Income tax expense (benefit)		1,501			(30,845	)
Net income		3,777			19,373
Other comprehensive income, net of income tax expense of $13 and $8
Foreign currency translation adjustments		2,551			(1,590	)
Total comprehensive income	$	6,328		$	17,783
Net income per common share (1)	$	0.10		$	0.53
Pro forma net income per common share(1)(2)	$	—		$	—
Weighted average common shares outstanding		36,343,961			36,256,187
Weighted average common shares outstanding - assuming dilution		38,168,939			36,256,187

⁽¹⁾  For each of the periods presented above, net income per common share represents basic and diluted income per common share, respectively.

⁽²⁾  Pro forma net income per common share from continued operatations basic and diluted includes [        ] as incremental shares being offered in the initial public offering. These amounts are unadited.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

EVERTEC, Inc. (Unaudited) Consolidated Statement of Changes in Stockholders’ Equity

(Dollar amounts in thousands)

	Number of Shares  of Common Stock		Common Stock		Additional Paid-in Capital			Accumulated Earnings (Losses)			Accumulated  Other Comprehensive (Loss) Income			Total Stockholders’ Equity
Balance at December 31, 2011		36,314,166	$	363	$	363,493		$	3,638		$	(1,318	)	$	366,176
Issuance of common stock		63,360		1		449									450
Share-based compensation recognized						889									889
Dividends paid						(260,230	)		(9,542	)					(269,772	)
Net income									3,777						3,777
Other comprehensive income, net of income tax expense of $13												2,551			2,551
Balance at September 30, 2012		36,377,526	$	364	$	104,601		$	(2,127	)	$	1,233		$	104,071

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-4

EVERTEC, Inc. (Unaudited) Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

	Nine months ended September 30,
	2012			2011
Cash flows from operating activities
Net income	$	3,777		$	19,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53,517			51,977
Amortization of debt issue costs and premium and accretion of discount		3,748			6,499
Provision for doubtful accounts and sundry losses		1,291			918
Deferred tax benefit		(4,662	)		(20,574	)
Share-based compensation		889			684
Realized loss on derivative		—			1,399
Unrealized gain of indemnification assets		(334	)		(676	)
Amortization of a contract liability		(703	)		(5,151	)
Loss on disposition of property and equipment		62			56
Earnings from equity investee		(103	)		(685	)
Dividend received from equity investee		728			738
Prepayment penalty related to debt refinancing		—			(3,387	)
Premium on issuance of long-term debt		2,000			—
(Increase) decrease in assets:
Accounts receivable, net		(3,831	)		12,189
Prepaid expenses and other assets		2,414			(13,507	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		11,476			9,813
Income tax payable		(1,201	)		553
Unearned income		35			84
Other long-term liabilities		—			(449	)
Total adjustments		65,326			40,481
Net cash provided by operating activities		69,103			59,854
Cash flows from investing activities
Net decrease (increase) in restricted cash		582			(1,572	)
Intangible assets acquired		(5,430	)		(12,186	)
Property and equipment acquired		(7,540	)		(6,412	)
Proceeds from sales of property and equipment		80			106
Acquisition of an equity method investment		—			(9,244	)
Net cash used in investing activities		(12,308	)		(29,308	)
Cash flows from financing activities
Proceeds from issuance of long-term debt		208,725			—
Debt issuance costs		(2,174	)		—
Dividends paid		(269,772	)		—
Issuance of common stock		450			2,641
Repayment and repurchase of long-term debt and other liabilities		(112	)		(29,090	)
Net cash used in financing activities		(62,883	)		(26,449	)
Net (decrease) increase in cash		(6,088	)		4,097
Cash at beginning of the period		56,200			55,199
Cash at end of the period	$	50,112		$	59,296
Supplemental disclosure of non-cash activities:
Dividend declared not received from equity investee		1,457			—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-5

Notes to Unaudited Consolidated Financial Statements

Note 1 – The Company and Summary of Significant Accounting Policies

Note 2 – Property and Equipment, net

Note 3 – Goodwill and Other Intangible Assets

Note 4 – Debt

Note 5 – Financial Instruments and Fair Value Measurements

Note 6 – Share-based Compensation

Note 7 – Income Tax

Note 8 – Net Income Per Common Share

Note 9 – Commitments and Contingencies

Note 10 – Related Party Transactions

Note 11 – Segment Information

Note 12 – Subsequent Events

F-6

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Note 1 – The Company and Summary of Significant Accounting Policies

The Company

EVERTEC, Inc. (formerly known as Carib Latam Holdings, Inc.) and its subsidiaries (collectively the “Company,” “we,” “us,” or “our”) is the leading, full-service transaction processing business in Latin America and the Caribbean. We are based in Puerto Rico and provide a broad range of merchant acquiring, payment processing and business process management services across 19 countries in the region. We are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America. We own and operate the ATH network, one of the leading automated teller machine (“ATM”) and personal identification number debit networks and financial services brands in Latin America. In addition, we provide a comprehensive suite of software and services for core bank processing, cash processing and technology outsourcing in the regions we serve. We serve a broad and diversified customer base of leading financial institutions, merchants, corporations and government agencies with mission critical technology solutions. Our subsidiaries and affiliates include EVERTEC Intermediate Holdings, LLC (“Holdings”, formely known as Carib Holdings, Inc.), EVERTEC Group, LLC (“EVERTEC, LLC”), Sense Software International Corp. (“Sense”), EVERTEC Dominicana SAS., EVERTEC Latinoamérica, S.A., ATH Costa Rica, S.A. (“ATH CR”), EVERTEC Finance Corp. (“EVERTEC Finance”) and T.I.I. Smart Solutions, Inc.

In September 2012, EVERTEC, LLC amended its Certificate of Formation to change its name to EVERTEC Group, LLC. On April 13, 2012, EVERTEC, Inc. was formed in order to act as the new parent company of Holdings and its subsidiaries, including EVERTEC, LLC. On April 17, 2012, Holdings was converted from a Puerto Rico corporation to a Puerto Rico limited liability company. Concurrently, EVERTEC, LLC was also converted from a Puerto Rico corporation to a Puerto Rico limited liability company (the “Conversion”) for the purpose of improving the consolidated tax efficiency of EVERTEC, LLC and its subsidiaries by taking advantage of recent changes to the Puerto Rico Internal Revenue Code of 2011, as amended (the “PR Code”), that permit limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. In addition, in connection with the Conversion, EVERTEC, LLC formed a new wholly owned subsidiary, EVERTEC Finance, a corporation organized under the laws of the Commonwealth of Puerto Rico, to act as co-issuer of the 11% senior notes due 2018.

Except as otherwise indicated or unless the context otherwise requires, the term “EVERTEC, Inc.” refers for periods on or after the Conversion to EVERTEC, Inc. and for periods prior to the Conversion to Carib Latam Holdings, Inc.

Basis of Presentation

The unaudited consolidated financial statements include the accounts of EVERTEC, Inc and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements. Actual results could differ from the estimates.

In the opinion of management, the accompanying unaudited consolidated financial statements, prepared in accordance with GAAP, contain all adjustments, all of which are normal and recurring in nature, necessary for a fair presentation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from the unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All of these unaudited consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements for the fiscal year ended December 31, 2011 appearing elsewhere herein. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results of operations for the full year or any future period.

The Consolidated Balance Sheet as of December 31, 2011 was derived from the audited consolidated and combined financial statements for the fiscal year ended December 31, 2011 of the predecessor EVERTEC Intermediate Holdings, Inc. included elsewhere in this prospectus.

F-7

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Summary of Significant Accounting Policies

Share-based compensation

On September 30, 2010, the Holdings board of directors adopted the Carib Holdings, Inc. 2010 Equity Incentive Plan to grant stock options, rights to purchase shares, restricted stock units and other stock-based rights to employees, directors, consultants and advisors of the Company. The Company expense employee stock-based payments under the fair value method. ASC 718, Compensation-Stock Compensation, requires compensation cost for the fair value of stock-based payments at the date they are granted to be recognized over the requisite service period. The Company estimates the fair value of stock-based awards, on a contemporaneous basis, at the date they are granted using the Black-Sholes-Merton option pricing model and the Monte Carlo simulation analysis. Option-pricing models require estimates of a number of key valuation inputs including expected volatility, expected dividend yield, expected term and risk-free interest rate.

The fair value of the common stock underlying our awards is determined by our board of directors using an internal valuation. The board of directors intended all grants to be exercisable at a price per share be equal to the per share fair value of our common stock on the date of the grant. In the absence of a public trading market, we estimate the fair value of our common stock based on the financial performance of the Company measured through the adjusted EBITDA, at the most recent quarterly information, and an acquisition multiple that Company believe is representative of the implied market value for us, as a private company.

See Note 16 of the Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements appearing elsewhere in this prospectus for details regarding the Company’s share-based compensation.

Goodwill

Goodwill represents the excess of the purchase price and related costs over the value assigned to net assets acquired. Goodwill is not amortized, but is tested for impairment at least annually. Last year, the goodwill impairment test used was a two-step process at each reporting unit level. The first step used to identify potential impairment, compared the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, goodwill of the reporting unit was not considered impaired and the second step of the impairment test is unnecessary. If needed, the second step consists of comparing the implied fair value of the reporting unit with the carrying amount of that goodwill.

For 2012, the Company used a “qualitative assessment” option or “step zero” for the goodwill impairment test for all of its reporting units. With this process, the Company first assesses whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount. If the answer is no, then the fair value of the reporting unit does not need to be measured, and step one and step two are bypassed. In assessing the fair value of a reporting unit, which is based on the nature of the business and reporting unit’s current and expected financial performance, the Company uses a combination of factors such as general macroeconomic conditions, industry and market conditions, overall financial performance and the entity and reporting unit specific events. (See Note 3)

JOBS Act

The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), which was signed into law on April 5, 2012. As an “emerging growth company” under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards until those standards would otherwise apply to private companies. However, the Company has chosen to “opt out” of such extended transition period, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The decision to opt out of the extended transition period is irrevocable.

F-8

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Note 2 – Property and Equipment, net

Property and equipment, net consists of the following:

(Dollar amounts in thousands)	Useful life in years	September 30, 2012			December 31, 2011
Buildings	30	$	2,127		$	2,091
Data processing equipment	3 - 5		52,480			45,883
Furniture and equipment	3 - 10		6,045			5,912
Leasehold improvements	5 - 10		1,290			610
			61,942			54,496
Less - accumulated depreciation and amortization			(31,366	)		(19,316	)
Depreciable assets, net			30,576			35,180
Land			1,527			1,505
Property and equipment, net		$	32,103		$	36,685

Depreciation and amortization expense related to property and equipment was $12.1 million and $11.4 million for the nine months ended September 30, 2012 and 2011, respectively.

Note 3 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill, allocated by reportable segments, were as follows (See Note 11):

(Dollar amounts in thousands)	Merchant acquiring, net		Payment processing		Business solutions		Total
Balance at December 31, 2011	$	166,959	$	199,745	$	5,008	$	371,712
Foreign currency translation adjustments		—		1,447		313		1,760
Balance at September 30, 2012	$	166,959	$	201,192	$	5,321	$	373,472

Goodwill is tested for impairment at least annually as of August 31. This year the Company used the qualitative assessment option or step zero process for this annual test. Using this process, the Company first assesses whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount.

During the third quarter of 2012, the Company conducted a qualitative assessment of each reporting unit’s fair value as of August 31, 2012. As a starting point, the Company considered the results for the 2011 impairment test, which indicated that the fair value of each reporting unit was in excess of 30% of its carrying amount. The Company also considered financial projections, current market conditions, and any changes in the carrying amount of the reporting units. Based on the results of this qualitative assessment, the Company believes the fair value of goodwill of each of the Company’s reporting units continues to exceed the respective carrying amounts and concluded that it was not necessary to conduct the two-step goodwill impairment test. As such, no impairment losses for the period were recognized.

F-9

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

The carrying amount of other intangible assets for the nine months ended September 30, 2012 and the year ended December 31, 2011 consisted of the following:

(Dollar amounts in thousands)		September 30, 2012
	Useful life in years	Gross amount		Accumulated amortization			Net carrying amount
Customer relationships	14	$	314,138	$	(45,167	)	$	268,971
Trademark	10-14		39,950		(6,928	)		33,022
Software packages	3-5		112,275		(49,762	)		62,513
Non-Compete agreement	15		56,539		(7,539	)		49,000
Other intangible assets, net		$	522,902	$	(109,396	)	$	413,506
(Dollar amounts in thousands)		December 31, 2011
	Useful life in years	Gross amount		Accumulated amortization			Net carrying amount
Customer relationships	14	$	313,543	$	(28,372	)	$	285,171
Trademark	10-14		39,950		(4,330	)		35,620
Software packages	3-5		106,865		(30,569	)		76,296
Non-Compete agreement	15		56,539		(4,712	)		51,827
Other intangible assets, net		$	516,897	$	(67,983	)	$	448,914

For the nine months ended September 30, 2012, the Company recorded amortization expense related to other intangibles of $41.4 million, compared to $40.6 million for the corresponding 2011 period.

Note 4 – Debt

Net debt as of September 30, 2012 and December 31, 2011 was as follows:

(Dollar amounts in thousands)	September 30, 2012		December 31, 2011
Senior Secured Credit Facility due in September 2016 paying interest at a variable interest rate (London InterBank Offered Rate (“LIBOR”) plus margin(1))	$	483,790	$	313,333
Senior Notes due on October 1, 2018, paying interest semi-annually at a rate of 11% per annum		252,407		210,500
Total net debt	$	736,197	$	523,833

⁽¹⁾  Subject to a minimum rate (“LIBOR floor”) of 1.50% at September 30, 2012 and December 31, 2011.

On May 7, 2012, EVERTEC, LLC and EVERTEC Finance, as co-issuers, issued $40.0 million aggregate principal amount of 11% senior notes due 2018 (the “New Notes”) under the indenture pursuant to which $220.0 million aggregate principal amount of 11% senior notes due 2018 were originally issued on September 30, 2010 and $210.5 million principal amount were outstanding as of December 31, 2011 (the “Existing Notes”). The New Notes were issued pursuant to Supplemental Indenture No. 2 to the indenture and were treated as a single class under the indenture with the Existing Notes. The senior notes are guaranteed by EVERTEC, LLC’s 100% owned subsidiaries.

On May 4, 2012, EVERTEC, LLC and EVERTEC Finance obtained the requisite consents from holders of at least a majority of the aggregate principal amount of all outstanding Existing Notes on the record date of April 27, 2012, pursuant to their previously announced consent solicitation. As a result, on May 7, 2012, EVERTEC, LLC, EVERTEC Finance, certain subsidiaries of EVERTEC, LLC and the Trustee executed Supplemental Indenture No. 3 to the indenture to provide EVERTEC, LLC with additional dividend capacity of up to $270.0 million (the “Proposed Amendment”).

F-10

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

On May 9, 2012, EVERTEC, LLC entered into an amendment to the agreement governing its senior secured credit facilities to allow, among other things, a restricted payment in an amount not to exceed $270.0 million and certain adjustments to the financial covenant therein. In addition, EVERTEC, LLC borrowed an additional $170.0 million under a secured incremental term loan. The incremental term loan also matures on September 30, 2016.

On May 9, 2012, the Company used the net proceeds from the incremental term loan described above and the New Notes, together with cash on hand, to pay a cash distribution of $269.8 million to its stockholders.

The Company incurred $11.4 million in fees in connection with the issuance of the New Notes and the incremental term loan, of which $2.2 million was capitalized and will be amortized over the remaining term of the debt.

Note 5 – Financial Instruments and Fair Value Measurements

Recurring Fair Value Measurements

Fair value measurement provisions establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This guidance describes three levels of input that may be used to measure fair value:

Level 1: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3: Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company uses observable inputs when available. Fair value is based upon quoted market prices when available. If market prices are not available, the Company may employ internally-developed models that primarily use market-based inputs including yield curves, interest rates, volatilities, and credit curves, among others. The Company limits valuation adjustments to those deemed necessary to ensure that the financial instrument’s fair value adequately represents the price that would be received or paid in the marketplace. Valuation adjustments may include consideration of counterparty credit quality and liquidity as well as other criteria. The estimated fair value amounts are subjective in nature and may involve uncertainties and matters of significant judgment for certain financial instruments. Changes in the underlying assumptions used in estimating fair value could affect the results. The fair value measurement levels are not indicative of risk of investment.

F-11

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

The following table summarizes fair value measurements by level at September 30, 2012 and December 31, 2011 for assets measured at fair value on a recurring basis:

(Dollar amounts in thousands)	Level 1		Level 2		Level 3		Total
September 30, 2012
Financial assets:
Indemnification assets:
Software cost reimbursement	$	—	$	—	$	5,653	$	5,653
December 31, 2011
Financial assets:
Indemnification assets:
Software cost reimbursement	$	—	$	—	$	7,113	$	7,113
Expected reimbursement		—		—		351		351

The fair value of financial instruments is the amount at which an asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale. Fair value estimates are made at a specific point in time based on the type of financial instrument and relevant market information. Many of these estimates involve various assumptions and may vary significantly from amounts that could be realized in actual transactions.

For those financial instruments with no quoted market prices available, fair values have been estimated using present value calculations or other valuation techniques, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

Indemnification assets include the present value of the expected future cash flows of certain expense reimbursement agreements with Popular. These contracts have termination dates up to September 2015 and were entered into in connection with the merger transaction (the “Merger”) on September 30, 2010, through which EVERTEC, LLC became a wholly-owned subsidiary of Holdings with affiliates of Apollo and Popular owning approximately 51% and 49%, respectively, of the outstanding voting capital stock of Holdings. Management prepared estimates of the expected reimbursements to be received from Popular until the termination of the contracts, discounted the estimated future cash flows and recorded the indemnification assets as of the Merger closing date. Payments received during the quarters reduced the indemnification asset balance. The remaining balance was adjusted to reflect its fair value as of September 30, 2012, therefore resulting in a net unrealized loss of approximately $0.3 million for the nine months ended September 30, 2012 and an unrealized gain of approximately $0.7 million for the corresponding 2011 period, which are reflected within the other expense caption in the unaudited consolidated statements of income and comprehensive income. The current portion of the indemnification assets is included within accounts receivable, net, and the other long-term portion is included within other long-term assets in the accompanying unaudited consolidated balance sheet.

The unobservable inputs related to the Company’s indemnification assets as of September 30, 2012 using the discounted cash flow model include the discount rate of 7.35% and the projected cash flows of $5.7 million.

For indemnification assets a significant increase or decrease in market rates and cash flows could result in a significant impact to the fair value. Also, the credit rating and/or the non-performance credit risk of Popular, which is subjective in nature, also could increase or decrease the sensitivity of the fair value of these assets.

F-12

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

The following table presents the carrying value, as applicable, and estimated fair values for financial instruments at September 30, 2012 and December 31, 2011:

	September 30, 2012				December 31, 2011
(Dollar amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Indemnification assets:
Software cost reimbursement	$	5,653	$	5,653	$	7,113	$	7,113
Expected reimbursements		—		—		351		351
Financial liabilities:
Senior secured term loan	$	483,790	$	494,716	$	313,333	$	317,979
Senior notes		252,407		266,469		210,500		213,921

The senior secured term loan and the senior notes prices at September 30, 2012 and December 31, 2011 were obtained using third party service providers. Their pricing is based on various inputs such as: market quotes, recent trading activity in a non-active market or imputed prices. Also, the pricing may include the use of an algorithm that could take into account movement in the general high yield market, among other variants.

The senior secured term loan and senior notes, which are not measured at fair value in the balance sheet, could be categorized as Level 3 in the fair value hierarchy.

The following table provides a summary of the change in fair value of the Company’s Level 3 assets:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Indemnification assets:
Beginning balance	$	7,464		$	14,836
Payments received		(2,145	)		(6,082	)
Unrealized gain recognized in other expenses		334			676
Ending balance	$	5,653		$	9,430
Derivatives assets:
Beginning balance	$	—		$	4,960
Net settlement of derivative		—			(3,561	)
Realized loss on derivative recognized in other expenses		—			(1,399	)
Ending balance	$	—		$	—

F-13

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Note 6 – Share-based Compensation

The following table summarizes the nonvested stock options activity for the nine months ended September 30, 2012:

Nonvested stock options	Shares			Weighted-average exercise prices
Nonvested at December 31, 2011		2,530,987		$	2.59
Granted		548,955			9.82
Forfeitures		(654,438	)		2.59
Vested		(139,041	)		2.59
Nonvested at September 30, 2012		2,286,463		$	4.33

On May 9, 2012, the Company used the net proceeds from the incremental term loan and the New Notes (as described in Note 4), together with cash on hand, to pay a cash distribution of $269.8 million to its stockholders. As a result of the distribution, on May 9, 2012, the board of directors of EVERTEC, Inc. approved an equitable adjustment to stock options previously granted pursuant to its Amended and Restated 2010 Equity Incentive Plan (the “Plan”) in order to reduce the exercise price of the outstanding options granted under or subject to the terms of the Plan by $7.41 per share. This adjustment to the exercise price did not impact the compensation expense recognized by the Company for the nine months ended September 30, 2012 or the maximum unrecognized cost.

Management uses the fair value method of recording stock-based compensation as described in the guidance for stock compensation in ASC topic 718. The fair value of the stock options granted during 2012 was estimated using the Black-Scholes-Merton (“BSM”) option pricing model for “Tranche A” options granted under the Plan and the Monte Carlo simulation analysis for “Tranche B” and “Tranche C” options granted under the Plan.

The following table summarizes the nonvested restricted shares activity for the nine months ended September 30, 2012:

Nonvested restricted shares	Shares			Weighted-average grant date  fair value
Nonvested at December 31, 2011		63,058		$	10.00
Granted		14,646			17.07
Vested		(32,158	)		10.00
Nonvested at September 30, 2012		45,546		$	12.27

Share-based compensation recognized was as follows:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012		2011
Share-based compensation recognized, net
Stock options, net of income tax expense of $62 and $168	$	442	$	561
Restricted shares, net of income tax expense of $47 and $37		447		123

The maximum unrecognized cost for stock options was $6.9 million as of September 30, 2012, which includes $2.0 million, $2.5 million and $2.4 million related to Tranche A, Tranche B and Tranche C options, respectively.

The maximum unrecognized compensation cost for restricted stock was $0.4 million as of September 30, 2012.

F-14

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Note 7 – Income Tax

On April 17, 2012, as explained in Note 1, EVERTEC, LLC was converted from a Puerto Rico corporation into a Puerto Rico limited liability company in order to take advantage of recent changes to the PR Code that allow limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. EVERTEC, LLC, Holdings and EVERTEC, Inc. entered into a Tax Payment Agreement pursuant to which EVERTEC, LLC is obligated to make certain payments to Holdings or EVERTEC, Inc. for taxable periods or portions thereof occurring on or after April 17, 2012 (the “Effective Date”).

Under the Tax Payment Agreement, EVERTEC, LLC will make payments with respect to any and all taxes (including estimated taxes) imposed under the laws of Puerto Rico, the United States of America and any other jurisdiction or any political (including municipal) subdivision or authority or agency in Puerto Rico, the United States of America or such other jurisdiction, that would have been imposed on the EVERTEC, LLC if the EVERTEC, LLC had been a corporation for tax purposes of that jurisdiction, together with all interest and penalties with respect thereto (“Taxes”), reduced by taking into account any applicable net operating losses or other tax attributes of Holdings or EVERTEC, Inc. that reduce Holdings’ or EVERTEC, Inc.’s taxes in such period. The Tax Payment Agreement provides that the payments thereunder shall not exceed the net amount of Taxes that Holdings and EVERTEC, Inc. actually owe to the appropriate taxing authority for a taxable period. Further, the Tax Payment Agreement provides that if Holdings or EVERTEC, Inc. receives a tax refund attributable to any taxable period or portion thereof occurring on or after the Effective Date, EVERTEC, Inc. shall be required to recalculate the payment for such period required to be made by the EVERTEC, LLC to Holdings or EVERTEC, Inc. If the payment, as recalculated, is less than the amount of the payment the EVERTEC, LLC already made to Holdings or EVERTEC, Inc. in respect of such period, Holdings or EVERTEC, Inc. shall promptly make a payment to the EVERTEC, LLC in the amount of such difference.

As a result of the Conversion, EVERTEC, LLC’s taxable income from its Puerto Rico operations flows through to its direct parent company and therefore to EVERTEC, Inc.

The components of income tax expense (benefit) for the nine months ended September 30, 2012 and 2011 consisted of the following:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Current tax provision (benefit)	$	6,163		$	(10,271	)
Deferred tax benefit		(4,662	)		(20,574	)
Income tax expense (benefit)	$	1,501		$	(30,845	)

For the nine months ended September 30, 2011, the Company recognized a reduction in its deferred tax liability of $23.8 million, which had been recognized at a higher marginal corporate income tax rate, as a result of the approval in January 2011 of a new Internal Revenue Code, which provides for a maximum corporate income tax rate of 30%, as well as additional tax credits and deductions, among other tax reliefs and changes.

F-15

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

The Company conducts operations in Puerto Rico and certain countries throughout the Caribbean and Latin America. As a result, the income tax expense (benefit) includes the effect of taxes paid to the Puerto Rico government as well as foreign jurisdictions. The following table presents the components of income tax expense (benefit) for the nine months ended September 30, 2012 and 2011 and its segregation based on location of operations:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Current tax provision (benefit)
Puerto Rico	$	4,949		$	(12,259	)
United States		481			329
Foreign countries		733			1,659
Total currrent tax provision (benefit)	$	6,163		$	(10,271	)
Deferred tax benefit
Puerto Rico	$	(4,166	)	$	(20,120	)
United States		(34	)		—
Foreign countries		(462	)		(454	)
Total deferred tax benefit	$	(4,662	)	$	(20,574	)

As of September 30, 2012, the Company has reported $6.8 million of unremitted earnings for foreign subsidiaries in the consolidated statement of income and comprehensive income. The Company had not recognized a deferred tax liability on undistributed earnings for our foreign subsidiaries, because these earnings are intended to be permanently reinvested. The amount of the unrecognized deferred tax liability depends on judgment required to analyze the withholding tax due, the applicable tax law and factual circumstances in effect at the time of any such distribution, therefore, we believe it is not practicable at this time to reliably determine the amount of unrecognized deferred tax liability related to the Company’s undistributed earnings. If circumstances change and it becomes apparent that some or all of the undistributed earnings of a subsidiary will be remitted in the next twelve months and income taxes have not been recognized by the parent entity, the parent entity shall accrue as an expense of the current period income taxes attributable to that remittance.

The income tax expense (benefit) differs from the amount computed by applying the Puerto Rico statutory income tax rate to the income (loss) before income taxes as a result of the following:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Computed income tax at statutory rates	$	1,583		$	(3,442	)
Benefit of net tax-exempt interest income		(8	)		(17	)
Benefit of net tax-exempt dividend income		—			(620	)
Non taxable loss on settlement of derivative asset		—			420
Tax expense (benefit) due to a change in estimate		—			(2,530	)
Adjustment to DTL due to changes in enacted tax rate		—			(23,813	)
Differences in tax rates due to multiple jurisdictions		280			283
Effect of income subject to tax-exemption grant		(605	)		(1,241	)
Reversal of tax uncertainties reserve		(640	)		—
Fair value adjustment of indemnification assets		266			(277	)
Tax expense of CONTADO dividend		(123	)		185
Tax uncertainties reserve		—			250
Other		(5	)		24
Income tax expense (benefit)	$	1,501		$	(30,845	)

F-16

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

Note 8 – Net Income Per Common Share

The reconciliation of the numerator and denominator of the earnings per common share is as follows:

	Nine months ended September 30,
(Dollar amounts in thousands, except per share data)	2012		2011
Net income	$	3,777	$	19,373
Weighted average common shares outstanding		36,343,961		36,256,187
Weighted average potential dilutive common shares (1)		1,824,978		—
Weighted average common shares outstanding - assuming dilution		38,168,939		36,256,187
Net income per common share(2)	$	0.10	$	0.53
Pro forma net income per common share(3)	$	—	$	—

⁽¹⁾  Potential common shares consist of common stock issuable under the assumed exercise of stock options and restricted stock awards using the treasury stock method.

⁽²⁾  For each of the periods presented above, net income per common share represents basic and diluted income per common share, respectively.

⁽³⁾  Pro forma net income per common share basic and diluted includes [        ] as incremental shares being offered in the initial public offering.

Note 9 – Commitments and Contingencies

Certain lease agreements contain provisions for future rent increases. The total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is recorded as a deferred rent obligation. Total deferred rent obligation as of September 30, 2012 and December 31, 2011 amounted to $0.3 million and $0.5 million, respectively, and is included within the accounts receivable, net caption in the accompanying consolidated balance sheets.

Rent expense of office facilities and real estate for nine months ended September 30, 2012 amounted to $5.8 million, compared to $6.0 million for the corresponding 2011 period. Also, rent expense for telecommunications and other equipment for the nine months ended September 30, 2012 amounted to $5.4 million, compared to $5.9 million for the corresponding 2011 period.

The Company is a defendant in a number of legal proceedings arising in the ordinary course of business. Based on the opinion of legal counsel, management believes that the final disposition of these matters will not have a material adverse effect on the business, results of operations or financial condition of the Company. The Company has identified certain claims in which we may incur a loss, but in the aggregate the loss would be minimal. For other claims, where the proceedings are in an initial phase, the Company is unable to estimate the range of possible loss for such legal proceedings. However, the Company at this time believes that any loss related to these latter claims will not be material.

Note 10 – Related Party Transactions

The following table presents the Company’s transactions with related parties for the nine months ended September 30, 2012 and 2011:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012		2011
Total revenues (1)(2)	$	112,871	$	111,605
Selling, general and administrative expenses
Rent and other fees (3)	$	8,547	$	9,055
Interest earned from and charged by affiliate
Interest income	$	179	$	569
Interest expense(4)	$	5,600	$	6,481

⁽¹⁾  Total revenues from Popular represent 44% and 47% of total revenues for each of the periods presented above.

F-17

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

⁽²⁾  Includes revenues generated from investees accounted for under the equity method for the nine months ended September 30, 2012 of $2.6 million, respectively, compared to $1.7 million for the corresponding 2011 period.

⁽³⁾  Includes management fees paid to equity sponsors amounting to $2.9 million for the nine months ended September 30, 2012, compared to $2.4 million for the corresponding 2011 period.

⁽⁴⁾  Interest expense relates to interest accrued on the senior secured term loan and senior notes held by Popular.

At September 30, 2012 and December 31, 2011, we had the following balances arising from transactions with related parties:

(Dollar amounts in thousands)	September 30, 2012		December 31, 2011
Cash and restricted cash deposits in affiliated bank	$	50,403	$	55,291
Indemnification assets from Popular reimbursement(1)
Accounts receivable	$	1,896	$	2,553
Other long-term assets	$	3,757	$	5,212
Liability related to contract with Popular(2)
Accounts payable	$	—	$	703
Other due/to from affiliate
Accounts receivable	$	16,585	$	16,375
Accounts payable	$	2,652	$	3,036
Long-term debt	$	90,186	$	90,186

⁽¹⁾  Recorded in connection with (a) reimbursement from Popular regarding services the Company provides to certain customers of Popular at preferential prices for the 2011 period and (b) reimbursement from Popular regarding certain software license costs. For the nine months ended September 30, 2012 and the year ended December 31, 2011, the Company received $2.1 million and $7.1 million, respectively, related to these reimbursements.

⁽²⁾  Represented a contract liability to provide certain services to a customer of Popular that expired on February 2012.

At September 30, 2012, ATH CR has a credit facility with Popular for $2.9 million, under which a letter of credit of a similar amount was issued. EVERTEC, LLC entered into a reimbursement agreement with Popular to mirror Popular’s obligations. As a result, EVERTEC, LLC is required to indemnify Popular for losses, in case EVERTEC, LLC fails to honor these letters of credit.

Note 11 – Segment Information

The Company operates in three business segments: merchant acquiring, payment processing and business solutions.

The merchant acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the merchant acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental income from point-of-sale (“POS”) devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. We also charge merchants for other services that are unrelated to the number of transactions or the transaction value.

The payment processing segment revenues are comprised of revenues related to providing access to the ATH network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. Payment processing revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions) and electronic benefit transfer (“EBT”) (which principally consist of services to the Puerto Rico government for the delivery of government benefits to participants).

For ATH network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the selling and leasing POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

F-18

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

In September 2012, the Company renamed the transaction processing segment to payment processing segment. The change of name does not constitute a change in the segment composition.

The business solutions segment consist of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fee and from fees based on the number of accounts on file (i.e. savings or checking accounts, loans, etc) or computer resources utilized. Revenues from other processing services within the business solutions segment are generally volume-based and depend on factors such as the number of accounts processed.

The Company’s business segments are organized based on the nature of products and services. The Chief Operating Decision Maker (“CODM”) reviews their separate financial information to assess performance and to allocate resources.

Management evaluates the operating results of each of its reportable segments based upon revenues and operating income. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by earnings. As such, segment assets are not disclosed in the notes to the accompanying unaudited consolidated financial statements.

The following tables set forth information about the Company’s operations by its three business segments for the periods indicated:

(Dollar amounts in thousands)	Merchant acquiring,  net		Payment processing		Business solutions		Other			Total
Nine months ended September 30, 2012
Revenues	$	51,499	$	85,711	$	129,214	$	(15,725	)(1)	$	250,699
Income from operations		24,736		38,652		25,751		(35,185	)(2)		53,954
Nine months ended September 30, 2011
Revenues		44,043		77,758		128,273		(14,523	)(1)		235,551
Income from operations		20,663		34,019		26,267		(38,212	)(2)		42,737

⁽¹⁾  Represents the elimination of intersegment revenues for services provided by the payment processing segment to merchant acquiring segment, and other miscellaneous intersegment revenues.

⁽²⁾  Represents certain incremental depreciation and amortization expenses generated as a result of the Merger, non-recurring compensation and benefit expenses, professional fees and other miscellaneous expenses and adjustments.

F-19

EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

The reconciliation of income from operations to consolidated net income for the nine months ended September 30, 2012 and 2011 is as follows:

	Nine months ended September 30,
(Dollar amounts in thousands)	2012			2011
Segment income from operations
Merchant acquiring	$	24,736		$	20,663
Payment processing		38,652			34,019
Business solutions		25,751			26,267
Total segment income from operations		89,139			80,949
Merger related depreciation and amortization and other unallocated expenses(1)		(35,185	)		(38,212	)
Income from operations	$	53,954		$	42,737
Interest expense, net		(38,977	)		(38,605	)
Earnings of equity method investment		103			685
Other expenses		(9,802	)		(16,289	)
Income tax (expense) benefit		(1,501	)		30,845
Net income	$	3,777		$	19,373

⁽¹⁾  Primarily represents certain incremental depreciation and amortization expenses generated as a result of the Merger, non-recurring compensation and benefit expenses, professional fees and other miscellaneous expenses and adjustments.

Note 12 – Subsequent Events

The Company evaluated subsequent events through the date that these unaudited consolidated financial statements were issued. There were no subsequent events requiring disclosure other than those disclosed below.

Tax Grant. On October 19, 2012, EVERTEC, LLC was granted a tax exemption under the Economic Incentives Act for the Development of Puerto Rico, Act No. 73 of May 28, 2008. Under this grant, EVERTEC, LLC will benefit from a preferential income tax rate on industrial development income, as well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico. The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and January 1, 2013 with respect to municipal and property tax obligations. The accounting impact of this grant will be recognized prospectively.

The grant establishes a base taxable income amount with respect to EVERTEC, LLC’s industrial development income, which amount will continue to be subject to the ordinary income tax rate under existing law. Applicable taxable income in excess of the established base taxable income amount will be subject to a preferential rate of 4%. The base taxable income amount will be ratably reduced over a four year period until such amount equals zero at which point all of EVERTEC LLC’s applicable industrial development income will be taxed at the preferential rate of 4% for the remaining period of the grant. The grant also establishes a 90% exemption on certain real and personal property taxes and a 60% exemption on municipal taxes, in each case imposed on EVERTEC, LLC. In addition, distributions to stockholders by EVERTEC, Inc. of the industrial development income will not be subject to Puerto Rico tollgate taxes.

The grant contains customary commitments, conditions and representations that EVERTEC, LLC will be required to comply with in order to maintain the grant. The more significant commitments include: (i) maintaining at least 750 employees in EVERTEC, LLC’s Puerto Rico data processing operations during 2012 and at least 700 employees for the remaining years of the grant; and (ii) investing at least $200.0 million in building, machinery, equipment or computer programs to be used in Puerto Rico during the effective term of the grant (to be made in $50.0 million increments over four year capital investment cycles). Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant or revocation of the grant in its entirety, which could result in EVERTEC, Inc. paying additional taxes or other payments relative to what such parties would be required to pay if the full benefits of the grant are available. In addition, the protection from Puerto Rican tollgate taxes on distributions to stockholders may be lost.

Dividend. On December 18, 2012, EVERTEC, LLC paid a cash distribution of approximately $50.3 million to its parent, Holdings, primarily using cash on hand, and Holdings in turn paid a distribution to the Company. The Company used the proceeds of such distribution to pay a dividend to its stockholders and to pay an equitable adjustment to holders of vested options as discussed below in the aggregate amount of approximately $50.3 million. Effective December 18, 2012, the board of directors of the Company approved an equitable adjustment to stock options previously granted pursuant to the Plan payable in the form of a one-time cash bonus to holders of vested options for shares of common stock in the amount of $1.37 per share, which in the case of vested options will be paid on December 21, 2012 and in the case of unvested options will be paid in the future as the options vest, subject to certain conditions. The adjustment was made pursuant to the Plan, which requires the Company to make an equitable adjustment to outstanding options upon the occurrence of certain events, including the payment of a dividend.

F-20

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of EVERTEC Intermediate Holdings, LLC

(formerly known as Carib Holdings, Inc. or Carib Holdings, LLC)

In our opinion, the accompanying consolidated balance sheets as of December 31, 2011 and 2010 and the related consolidated statements of income and comprehensive income (loss), of changes in stockholders’ equity and of cash flows for the year ended December 31, 2011 and for the period from June 25, 2010 to December 31, 2010, present fairly, in all material respects, the financial position of Carib Holdings, LLC and its subsidiaries (Successor) at December 31, 2011 and 2010, and the results of their operations and their cash flows for the year ended December 31, 2011 and for the period from June 25, 2010 to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying information contained in Schedule I is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

San Juan, Puerto Rico

October 23, 2012

CERTIFIED PUBLIC ACCOUNTANTS

(OF PUERTO RICO)

License No. 216 Expires Dec. 1, 2013

Stamp E43320 of the P.R. Society of

Certified Public Accountants has been

affixed to the file copy of this report

F-21

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of EVERTEC Group, LLC (formerly known as EVERTEC, Inc.)

In our opinion, the accompanying combined statements of income and comprehensive income (loss), of changes in stockholder’s equity and of cash flows for the nine months ended September 30, 2010, present fairly, in all material respects, the results of the operations of EVERTEC Business Group (Predecessor) for the nine months ended September 30, 2010 in conformity with accounting principles generally accepted in the United States of America. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted accounting standards as established by the Auditing Standards Board (United States) and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Juan, Puerto Rico

April 6, 2011

CERTIFIED PUBLIC ACCOUNTANTS

(OF PUERTO RICO)

License No. 216 Expires Dec. 1, 2013

Stamp E43325 of the P.R. Society of

Certified Public Accountants has been

affixed to the file copy of this report

F-22

Carib Holdings, Inc. Consolidated (Successor) Balance Sheets

(Dollar amounts in thousands)

	December 31,
	2011			2010
Assets
Current assets:
Cash	$	56,200		$	55,199
Restricted cash		5,288			6,100
Accounts receivable, net		60,930			62,228
Deferred tax asset		8,294			—
Prepaid expenses and other assets		21,526			17,529
Total current assets		152,238			141,056
Investments in equity investees		12,267			—
Property and equipment, net		36,685			43,689
Goodwill		371,712			372,584
Other intangible assets, net		448,914			490,616
Long-term deferred tax asset		2,150			14,270
Other long-term assets		22,894			29,964
Total assets	$	1,046,860		$	1,092,179
Liabilities and stockholder’s equity
Current liabilities:
Accrued liabilities	$	29,581		$	40,951
Accounts payable		21,786			17,707
Unearned income		900			316
Income tax payable		3,383			2,439
Current portion of long-term debt		—			3,550
Deferred tax liability, net		9,321			13,867
Total current liabilities		64,971			78,830
Long-term debt		523,833			558,623
Long-term deferred tax liability, net		91,431			112,885
Other long-term liabilities		449			2,228
Total liabilities		680,684			752,566
Commitments and contingencies (Note 22)
Stockholder’s equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued		—			—
Common stock, par value $0.01; 103,000,000 shares authorized; 36,314,166 shares issued and outstanding at December 31, 2011 (December 31, 2010 - 36,033,124)		363			360
Additional paid-in capital		363,493			359,971
Accumulated earnings (losses)		3,638			(20,576	)
Accumulated other comprehensive loss, net of tax		(1,318	)		(142	)
Total stockholder’s equity		366,176			339,613
Total liabilities and stockholder’s equity	$	1,046,860		$	1,092,179

The accompanying notes are an integral part of these audited financial statements.

F-23

Carib Holdings, Inc. Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Statements of Income (Loss) and Comprehensive Income (Loss)

(Dollar amounts in thousands, except per share data)

	Successor						Predecessor
	Year ended December 31, 2011			June 25, 2010 (Inception) to December, 31 2010			Nine months ended September 30, 2010
Revenues
Merchant acquiring, net	$	61,997		$	14,789		$	39,761
Payment processing (from affiliates: $27,323, $6,561 and $17,364)		85,691			21,034			56,777
Business solutions (from affiliates: $122,347, $31,459 and $86,889)		173,434			46,586			118,482
Total revenues		321,122			82,409			215,020
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization shown below		155,377			41,839			113,246
Selling, general and administrative expenses		33,339			8,392			27,000
Depreciation and amortization		69,891			17,722			19,425
Total operating costs and expenses		258,607			67,953			159,671
Income from operations		62,515			14,456			55,349
Non-operating (expenses) income
Interest income		797			118			360
Interest expense		(50,957	)		(13,436	)		(70	)
Earnings of equity method investments		833			—			2,270
Other (expenses) income:
Voluntary Retirement Program (“VRP”) expense		(14,529	)		—			—
Merger and advisory-related costs		—			(34,848	)		—
Other (expenses) income		(3,672	)		(1,316	)		2,276
		(18,201	)		(36,164	)		2,276
Total non-operating (expenses) income		(67,528	)		(49,482	)		4,836
(Loss) income before income taxes		(5,013	)		(35,026	)		60,185
Income tax (benefit) expense		(29,227	)		(14,450	)		23,017
Net income (loss) from continuing operations		24,214			(20,576	)		37,168
Net income from discontinued operations		—			—			117
Net income (loss)		24,214			(20,576	)		37,285
Other comprehensive (loss) income, net of tax
Unrealized loss on securities		—			—			(5	)
Foreign currency translation adjustments		(1,176	)		(142	)		1,288
Total comprehensive income (loss)	$	23,038		$	(20,718	)	$	38,568
Net income (loss) per common share from continuing operations- basic	$	0.67		$	(0.57	)	$	1.03
Net income (loss) per common share from continuing operations - diluted	$	0.66		$	(0.57	)	$	1.03
Pro forma net income per common share from continuing operations- basic (unaudited)	$	—		$	—		$	—
Pro forma net income per common share from continuing operations- diluted (unaudited)	$	—		$	—		$	—

The accompanying notes are an integral part of these audited financial statements.

F-24

Carib Holdings, Inc. Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Statements of Changes in Stockholder’s (or Owner’s) Equity

(Dollar amounts in thousands)

	Number of Shares of Common Stock		Common Stock		Additional Paid-in Capital		Owners’ Equity			Accumulated Earnings (Losses)			Accumulated Other Comprehensive Loss			Total Stockholder’s (or Owners’) Equity
Predecessor
Balance at December 31, 2009							$	211,475								$	211,475
Capital contribution from Popular, Inc.								5,565									5,565
Dividends declared								(55,700	)								(55,700	)
Distributions to an affiliate								(8,040	)								(8,040	)
Net income								37,285									37,285
Other comprehensive income								1,283									1,283
Balance at September 30, 2010							$	191,868								$	191,868
Successor
Issuance of common stock		36,033,124	$	360	$	359,971	$	—		$	—		$	—		$	360,331
Net loss											(20,576	)					(20,576	)
Other comprehensive loss														(142	)		(142	)
Balance at December 31, 2010		36,033,124	$	360	$	359,971	$	—		$	(20,576	)	$	(142	)	$	339,613
Issuance of common stock		281,042		3		2,638											2,641
Share-based compensation recognized						884											884
Net income											24,214						24,214
Other comprehensive loss, net of tax														(1,176	)		(1,176	)
Balance at December 31, 2011		36,314,166	$	363	$	363,493	$	—		$	3,638		$	(1,318	)	$	366,176

The accompanying notes are an integral part of these audited financial statements.

F-25

Carib Holdings, Inc. Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Statements of Cash Flows

(Dollar amounts in thousands)

	Successor						Predecessor
	Year ended December 31, 2011			June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Cash flows from operating activities from continuing operations
Net income (loss)	$	24,214		$	(20,576	)	$	37,285
Net income from discontinued operations		—			—			117
Net income (loss) from continuing operations		24,214			(20,576	)		37,168
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		69,891			17,722			19,425
Amortization of debt issue costs and accretion of discount		7,995			785			—
Provision (recovery) for doubtful accounts and sundry losses		1,005			89			(666	)
Deferred tax (benefit) expense		(22,083	)		(15,650	)		2,806
Share-based compensation		884			—			—
Realized loss on derivative		1,399			—			—
Unrealized loss of indemnification assets		292			153			—
Amortization of a contract liability		(7,440	)		(1,984	)		—
Loss on disposition of property and equipment and other intangibles		122			—			—
Gain on sale of equity method investment		—			—			(2,276	)
Equity in earnings of investment		(833	)		—			(2,270	)
Dividend received from equity investment		1,467			—			68
Prepayment penalty related to debt refinancing		(3,387	)		—			—
(Increase) decrease in assets:
Accounts receivable, net		3,703			(11,200	)		(8,776	)
Prepaid expenses and other assets		(7,409	)		1,193			(3,613	)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(1,977	)		13,957			21,000
Income tax payable		944			(998	)		1,427
Unearned income		584			(243	)		(111	)
Other long-term liabilities		—			—			(481	)
Total adjustments		45,157			3,824			26,533
Net cash provided by (used in) operating activities from continuing operations		69,371			(16,752	)		63,701
Cash flows from investing activities from continuing operations
Net decrease (increase) in restricted cash		812			(3,005	)		581
Net decrease in short-term investments		—			559			9,431
Intangible assets acquired		(14,466	)		(11,891	)		(11,780	)
Property and equipment acquired		(8,963	)		(4,106	)		(13,181	)
Proceeds from sales of property and equipment		114			—			—
Acquisition of an equity method investment		(9,244	)		—			—
Proceeds from sale of equity method investment		—			—			7,509
Contingent consideration paid		—			—			(1,000	)
Partial payment for acquisition of equity investee		—			(17,120	)		—
Acquisition of predecessor		—			(461,035	)		—
Net repayments on short-term loans due from affiliate		—			—			24,225
Cash delivered from sale of subsidiary		—			—			368
Net cash (used in) provided by investing activities from continuing operations		(31,747	)		(496,598	)		16,153
Cash flows from financing activities from continuing operations
Proceeds from issuance of long-term debt		—			557,350			—
Debt issuance costs		—			(16,472	)		(643	)
Repayment and repurchase of long-term debt and other liabilities		(39,264	)		(888	)		(1,413	)
Net distributions to parent company		—			—			(8,040	)
Dividends paid		—			—			(55,700	)
Issuance of common stock		2,641			—			—
Net cash (used in) provided by financing activities from continuing operations		(36,623	)		539,990			(65,796	)
Cash flows from discontinued operations
Net cash provided from discontinued operating activities		—			—			2,930
Net cash used in investing activities from discontinued operations		—			—			(452	)
Net cash provided by discontinued operations		—			—			2,478
Net increase in cash		1,001			26,640			16,536
Net increase in cash related to discontinued operations		—			—			132
Cash at beginning of the period from continuing operations		55,199			28,559			11,891
Cash at end of the period from continuing operations	$	56,200		$	55,199		$	28,559
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	43,860		$	4,263		$	70
Income taxes		1,638			448			15,552
Supplemental disclosure of non-cash activities:
Net assets received from parent in the form of capital contribution	$	—		$	—		$	5,565
Software packages acquired through a financing agreement		—			—			1,813
Foreign currency translation adjustments		1,176			142			1,288

The accompanying notes are an integral part of these audited financial statements.

F-26

Notes to Audited Consolidated (Successor) and Combined (Predecessor) Financial Statements

Note 1 – The Company and Summary of Significant Accounting Policies

Note 2 – Recent Accounting Pronouncements

Note 3 – Business Combination

Note 4 – Cash

Note 5 – Accounts Receivable, Net

Note 6 – Prepaid Expenses and Other Assets

Note 7 – Investment in Equity Investees

Note 8 – Property and Equipment, net

Note 9 – Goodwill

Note 10 – Other Intangible Assets

Note 11 – Debt

Note 12 – Financial Instruments and Fair Value Measurements

Note 13 – Other Long-Term Liabilities

Note 14 – Equity

Note 15 – Merchant Acquiring Revenues

Note 16 – Share-based Compensation

Note 17 – Employee Benefit Plan

Note 18 – Other (Expenses) Income

Note 19 – Income Tax

Note 20 – Discontinued Operations

Note 21 – Net Income (Loss) Per Common Share

Note 22 – Related Party Transactions

Note 23 – Commitments and Contingencies

Note 24 – Segment Information

Note 25 – Subsequent Events

F-27

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 1—The Company and Summary of Significant Accounting Policies

The Company

Carib Holdings, Inc. (“Holdings”) and its wholly owned subsidiary, EVERTEC, LLC (formerly known as EVERTEC, Inc.) (“EVERTEC, LLC”) (collectively with their subsidiaries the “Company”, “we,” “our,” or “us), is the leading, full-service transaction processing business in Latin America and the Caribbean. We are based in Puerto Rico and provide broad range of merchant acquiring, payment processing and business process management services across 19 countries in the region. We are the largest merchant acquirer in the Caribbean and Central America and the sixth largest in Latin America. We own and operate the ATH network, one of the leading automated teller machine (“ATM”) and personal identification number (“PIN”) debit networks and financial services brands in Latin America. In addition, we provide a comprehensive suite of software and services for core bank processing, cash processing and technology outsourcing in the regions we serve. We serve a broad and diversified customer base of financial institutions, merchants and government agencies with mission critical technology solutions. EVERTEC LLC’s subsidiaries include Sense Software International Corp. (“Sense”), EVERTEC Dominicana SAS, EVERTEC Latinoamérica, S.A., ATH Costa Rica, S.A. (“ATH CR”) and T.I.I. Smart Solutions, Inc.

On June 30, 2010, Popular, Inc. (“Popular”), EVERTEC, LLC, and two newly formed subsidiaries of a fund managed by an affiliate of Apollo Global Management, LLC (“Apollo”), AP Carib Holdings, Ltd. (“AP Carib”) and Carib Acquisition, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger pursuant to which, on September 30, 2010, Merger Sub was merged with and into EVERTEC, LLC (the “Merger”). Immediately after the effective time of the Merger on September 30, 2010, AP Carib and Popular contributed their respective shares of EVERTEC, LLC capital stock to Holdings, in exchange for shares of Holdings voting capital stock. Following that contribution, EVERTEC, LLC became a 100% owned subsidiary of Holdings.

Popular and EVERTEC, LLC also entered into an Intellectual Property (“IP”) Purchase and Sale Agreement in which Popular agreed to, and caused certain of its subsidiaries to sell to EVERTEC, LLC certain intellectual property, including the trademarks relating to the ATH brand, in exchange for $45.0 million. Banco Popular de Puerto Rico (“Banco Popular”), a wholly owned subsidiary of Popular, also entered into an Independent Sales Organization and Sponsorship Agreement with EVERTEC, LLC in which Banco Popular agreed to sponsor EVERTEC, LLC as an independent sales organization with various credit card associations. The closing of these transactions was completed on September 30, 2010.

Basis of Presentation

The accompanying consolidated balance sheets as of December 31, 2011 and 2010 and statements of income (loss) and comprehensive income (loss), cash flows and changes in stockholder’s equity for the year ended December 31, 2011 and for the period from June 25, 2010 to December 31, 2010, were prepared reflecting the purchase price accounting and other transaction adjustments resulting from the Merger, and are labeled as “Successor.” The Successor period reflects the results of Holdings since its inception on June 25, 2010, which includes merger and advisory-related costs of approximately $34.8 million and the results of operations of EVERTEC, LLC after the Merger. The accompanying combined statements of income and comprehensive income, cash flows and changes in owner’s equity for the nine months ended September 30, 2010, do not include adjustments or transactions attributable to the Merger, and are labeled as “Predecessor.”

The combined financial statements of the Predecessor reflect the revenues and expenses directly attributable to the EVERTEC processing operation (“EVERTEC Business Group”), as well as certain allocated corporate services expenses from Popular and its subsidiaries. These corporate services expenses were for support functions such as accounting, finance, legal, public relations, information systems and human resources. The corporate services expenses were allocated based on a percentage of revenues (and not based on actual costs incurred). Management believes that such allocation methodology is reasonable. Payment processing services to commercial and retail merchants were previously provided by Banco Popular through its merchant acquiring business, until June 30, 2010 when the merchant acquiring business was transferred to EVERTEC, LLC. Also, the TicketPop business was conducted at Banco Popular until June 30, 2010 when it was transferred to EVERTEC, LLC. The financial results for the period ended September 30, 2010 were prepared on a “carved-out” basis from Popular’s consolidated financial statements to include the TicketPop business and Merchant Acquiring business as part of EVERTEC, LLC results.

In the opinion of management, the accompanying consolidated and combined financial statements, prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), contain all adjustments, all of which are normal and recurring in nature, necessary for a fair presentation.

F-28

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

A summary of the most significant accounting policies used in preparing the accompanying consolidated and combined financial statements is as follows:

Principles of Consolidation and Combination

The accompanying consolidated and combined financial statements include the accounts and operations of the Company and EVERTEC Business Group, respectively, and are presented in accordance with GAAP. The Company consolidates all entities that are controlled by ownership of a majority voting interest. All significant intercompany accounts and transactions are eliminated in the consolidated and combined financial statements.

Use of Estimates

The preparation of the accompanying consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Revenue and Expense Recognition

Revenue from information processing and other services is recognized at the time services are rendered, while rental and maintenance service revenue is recognized ratably over the corresponding contractual periods. Software and hardware sales revenues and related costs are recognized at the time software and equipment is installed or delivered depending on contractual terms. Revenue from contracts to create data processing centers and the related cost is recognized as project phases are completed and accepted. Merchant business revenues, primarily comprised of fees charged to the merchants, are presented net of interchange and assessments charged by the credit and debit card associations and are recognized at the time of sale. Operating expenses are recognized as services and maintenances are incurred. Project expenses are deferred and recognized when the related income is earned.

Investment in Equity Investees

The Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise significant influence, but not control, over an investor. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investor of between 20 percent and 50 percent, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net income or losses as they occur. The Company’s share of investee earnings or losses is recorded, net of taxes, within earnings in equity method investments caption in the consolidated and combined statements of income (loss). The Company’s consolidated revenues include fees for services provided to an investee accounted under the equity method. Additionally, the Company’s interest in the net assets of its equity method investees is reflected in the consolidated balance sheets. On the acquisition of the investment any difference between the cost of the investment and the amount of the underlying equity in net assets of an investee is required to be accounted as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the investor is unable to relate the difference to specific accounts of the investee, the difference should be considered to be goodwill.

The Company considers whether the fair values of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, product development activities and the overall health of the investee’s industry), then the Company would record a write-down to estimated fair value.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method and expensed over their estimated useful lives. Amortization of leasehold improvements is computed over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Costs of maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred.

Impairment on Long-lived Asset

Long-lived assets to be held and used, and long-lived assets to be disposed of, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

F-29

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Capitalization of Software

EVERTEC, LLC develops software that is used in providing processing services to customers. Capitalized software includes purchased software and internally-developed software. Capitalization of internally developed software occurs only after the preliminary project stage is complete and management estimation that the likehood of successful development and implementation reaches a provable level. Tasks that are generally capitalized are as follows: (a) system design of a chosen path including software configuration and software interfaces; (b) employee costs directly associated with the internal-use computer software project; (c) software development (coding) and software and system testing and verification; (d) system installation; and (e) enhancements that add function and are considered permanent. These tasks are capitalized and amortized using the straight line method over its estimated useful life, which range from three to five years.

The Company capitalizes interest costs incurred in the development of software. The amount of interest capitalized is an allocation of the interest cost incurred during the period required to substantially complete the asset. The interest rate for capitalization purposes is to be based on a weighted average rate on the Company’s outstanding borrowing. For the year ended December 31, 2011, interest cost capitalized amounted to approximately $0.4 million. No interest cost was capitalized from June 25, 2010 to December 31, 2010 (Successor) and for the nine months ended September 30, 2010 (Predecessor).

Software and Maintenance Contracts

Software and maintenance contracts are recorded at cost. Amortization of software and maintenance contracts is computed using the straight-line method and expensed over their estimated useful lives which range from one to five years. Capitalized software includes purchased software and capitalized application of internally-developed software. Amortization of software packages is included in depreciation and amortization in the consolidated and combined statements of income (loss).

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price and related costs over the value assigned to net assets acquired. Goodwill is not amortized, but is tested for impairment at least annually using a two-step process at each reporting unit level. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired and the second step of the impairment test is unnecessary. If needed, the second step consists of comparing the implied fair value of the reporting unit with the carrying amount of that goodwill. In determining the fair value of a reporting unit, the Company generally uses a combination of methods, which include market price multiples of comparable companies and discounted cash flows analysis.

Trademarks which existed prior to the Merger were deemed to have an indefinite life and were not amortized but tested for impairment using a one-step process which compares the fair value with the carrying amount of the asset. In determining that trademarks have an indefinite life, certain variables were considered, including expected cash inflows and legal, regulatory, contractual, competitive, economic, and other factors, which could limit the intangible asset’s useful life.

For the years ended December 31, 2011 and 2010, no impairment losses associated with goodwill and other trademarks with an indefinite life were recognized.

Other identifiable intangible assets with a definitive useful life are amortized using the straight-line method. These intangibles are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the years ended December 31, 2011 and 2010, no impairment losses associated with other intangible assets subject to amortization were recognized.

Other identifiable intangible assets with a definitive useful life acquired in the Merger, include customer relationship, trademark, software packages and non-compete agreement. Customer relationships were valued using the excess earnings method under the income approach. Trademark was valued using the relief-from-royalty method under the income approach. Software packages, which include capitalized software development costs, were recorded at cost. Non-compete agreement was valued based on the estimated impact that theoretical competition would have on revenues and expenses.

F-30

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Indemnification Assets

Indemnification assets represent the Company’s estimates of payments from Popular related to expected losses on services provided to certain common customers of the Company and Popular, and for certain incremental software and license costs expected to be incurred by the Company (see Note 22) during the five years following the Merger date. Indemnification assets are recorded at the fair value of the expected cash flows. The indemnification asset decreases by the payments received from Popular and is subsequently adjusted to reflect the asset at fair value. The fair value adjustment, if any, is included in current period earnings. As of December 31, 2011 and 2010, the Company’s indemnification assets related to the reimbursements for services provided to the common customers amounted to $7.1 million and $10.1 million, respectively, and related to the software amounted to $0.4 million and $4.8 million, respectively. For the year ended December 31, 2011 and for the period June 25, 2010 to December 31, 2010, the Company recorded a loss amounting to $0.8 million and a gain of $0.3 million, respectively, related to the reimbursements for services provided to the common customers and a gain of $0.5 million and a loss of $0.5 million, respectively, related to the software.

Derivatives

Derivatives are recognized on the balance sheet at fair value and are designated as either fair value hedge, cash flow hedge or as a free-standing derivative instrument. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability or of an unrecognized firm commitment attributable to the hedged risk are recorded in current period earnings. For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded net of taxes in accumulated other comprehensive (loss) income and subsequently reclassified to net income in the same period(s) that the hedged transaction impacts earnings. The ineffective portions of cash flow hedges are immediately recognized in current earnings. For free-standing derivative instruments, changes in fair values are reported in current period earnings.

Income Tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of earnings in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. A deferred tax valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax asset will not be realized.

All companies within Holdings are legal entities which file separate income tax returns. Notwithstanding, a proportionate share of Banco Popular’s income tax expense based upon reportable taxable income using the statutory tax rates in Puerto Rico related to the merchant acquiring business and TicketPop business has been recorded in the EVERTEC Business Group’s combined financial statements that include the six months ended June 30, 2010 as required under the separate return method to allocate the intercorporate tax for a carve-out. That allocation is not included in EVERTEC, LLC’s income tax returns. No temporary differences that give rise to any deferred tax asset or liability resulted as part of this allocation.

Cash

Cash includes cash on hand and in banks with original maturities of three months or less.

Restricted Cash

Restricted cash represents cash received on deposits from participating institutions of the ATH network that has been segregated for the development of the ATH brand. Also, restricted cash includes certain cash collected from the TicketPop business and a reserve account for payment and transaction processing services to merchants. The restrictions of these accounts are based on contractual provisions entered into with third parties. This cash is maintained in separate accounts at a financial institution in Puerto Rico.

Allowance for Doubtful Accounts

An allowance for doubtful accounts is provided for based on the estimated uncollectible amounts of the related receivables. The estimate is primarily based on a review of the current status of specific accounts receivable. Receivables are considered past due if full payment is not received by the contractual date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted.

F-31

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Foreign Currency Translation

Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using prevailing rates of exchange at the end of the period. Revenues, expenses, gains and losses are translated using weighted average rates for the period. The resulting foreign currency translation adjustment from operations for which the functional currency is other than the U.S. dollar is reported in accumulated other comprehensive loss, except for highly inflationary environments for which the effects are included in the statement of income (loss). Gains and losses on transactions denominated in currencies other than the functional currencies are included in determining net income for the period in which exchange rates change.

Share-based Compensation

Certain employees of EVERTEC, LLC participated in the Popular, Inc. 2004 Omnibus Incentive Plan (the “Incentive Plan”) adopted by the shareholders of Popular in April 2004. Management used the fair value method of recording share-based compensation as required in current accounting guidance. During the nine month period ended September 30, 2010, all unvested equity awards granted to EVERTEC, LLC employees were accelerated and became fully vested.

After the Merger, the Carib Holdings, Inc. 2010 Equity Incentive Plan (the “Stock Incentive Plan”) was established to grant stock options, rights to purchase shares, restricted stock units and other stock-based rights to employees, directors, consultants and advisors of the Company. Holdings reserved 2,921,604 shares of its Class B non-voting common stock for issuance upon exercise and grants of stock options, restricted stocks and other equity awards under the Stock Incentive Plan.

JOBS Act

The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), which was signed into law on April 5, 2012. As an “emerging growth company” under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards until those standards would otherwise apply to private companies. However, the Company has chosen to “opt out” of such extended transition period, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The decision to opt out of the extended transition period is irrevocable.

Note 2—Recent Accounting Pronouncements

Accounting Standard Update (“ASU”) No. 2012-02- Intangibles-Goodwill and Other (Topic 350). In July 2012, the Financial Accounting Standard Board issued ASU No. 2012-02 to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. In accordance with the amendments in this Update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30.

An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period.

In conducting a qualitative assessment, an entity should consider the extent to which relevant events and circumstances, both individually and in the aggregate, could have affected the significant inputs used to determine the fair value of the indefinite-lived intangible asset since the last assessment. An entity also should consider whether there have been changes to the carrying amount of the indefinite-lived intangible asset when evaluating whether it is more likely than not that the indefinite-lived intangible asset is

F-32

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

impaired. An entity should consider positive and mitigating events and circumstances that could affect its determination of whether it is more likely than not that the indefinite-lived intangible asset is impaired. An entity should refer to the examples in ASU No. 2012-02 for guidance about the types of events and circumstances that it should consider in evaluating whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity has made a recent fair value calculation that indicated a difference between the fair value and the then carrying amount of an indefinite-lived intangible asset, that difference also should be included as a factor in considering whether it is more likely than not that the indefinite-lived intangible asset is impaired.

The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. Management is evaluating the effect of this Update on our financial statements.

Accounting Standard Update (“ASU”) No. 2011-12 – Comprehensive Income (Topic 220). In December 2011, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2011-12 in order to supersede changes to those paragraphs in Update 2011-05 that pertain to how, when, and where reclassification adjustments are presented.

The amendments are being made to allow the Board time to deliberate whether to present on the face of the financial statements the effect of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the Board is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05.

All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.

The amendments in this Update are effective at the same time as the amendments in Update 2011-05 so that entities will not be required to comply with the presentation requirements in Update 2011-05 that this Update is deferring. For this reason, the transition guidance in paragraph ASC 220-10-65-2 is consistent with that for Update 2011-05. This Update did not have a material effect on the financial statements.

ASU No. 2011-11 – Balance Sheet (Topic 210). In December 2011, the FASB issued ASU No. 2011-11 that requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This Update affects all entities that have financial instruments and derivative instruments that are either (i) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (ii) subject to enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. The requirements amend the disclosure requirements on offsetting in ASC 210-20-50.

An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Management does not expect any effect on the financial statements as a result of the adoption of this Update.

ASU No. 2011-08 – Intangibles – Goodwill and Other (Topic 350). In September 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-08 that provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. Under the amendments in this Update, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period.

F-33

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

In reaching its conclusion about whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity should consider the extent to which each of the adverse events or circumstances identified could affect the comparison of a reporting unit’s fair value with its carrying amount. An entity should place more weight on the events and circumstances that most affect a reporting unit’s fair value or the carrying amount of its net assets. Also, an entity should consider positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity has a recent fair value calculation for a reporting unit, it also should include as a factor in its consideration the difference between the fair value and the carrying amount in deciding whether the first step of the impairment test is necessary.

Under the amendments, an entity no longer is permitted to carry forward its detailed calculation of a reporting unit’s fair value from a prior year. The amendments do not change the current guidance for testing other indefinite-lived intangible assets for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. Management does not expect the implementation of this standard to have a material effect on the financial statements.

ASU No. 2011-04 – Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. In May 2011, the FASB issued ASU No. 2011-04 to achieve the objective of developing common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (“IFRSs”) and improve their understandability. The requirements do not extend the use of fair value accounting, but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS or GAAP.

The amendments in this Update result in common fair value measurement and disclosure requirements in GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this Update to result in a change in the application of the requirements in Topic 820.

The amendments in ASU 2011-04 change the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include the following:

• Those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements; and

• Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

In addition, to improve consistency in application across jurisdictions, some changes in wording were necessary to ensure that GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word shall rather than should to describe the requirements in GAAP).

The amendments in this Update must be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are also effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Management does not expect the implementation of this standard to have a material effect on the financial statements.

Note 3—Business Combination

The Merger

The acquisition of EVERTEC, LLC by Holdings was accounted for as a business combination using the purchase method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair-value measurements have been applied based on assumptions that market participants would use in the pricing of the assets or liabilities. The fair values assigned to the assets acquired and liabilities assumed were subject to refinements up to one year after the closing date of the acquisition as a result of new information relative to closing date fair value became available, thus causing the decrease or increase of the goodwill recognized at the closing date.

F-34

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

As a result of the Merger consummated on September 30, 2010, goodwill of $372.6 million was recorded on the balance sheet. The total amount of goodwill acquired was not deductible for income tax purposes. As of December 31, 2011, goodwill decreased to $371.7 million, mainly due to foreign currency translation adjustments. During the fourth quarter of 2010 and the third quarter of 2011, retrospective adjustments were made to the estimated fair values of assets acquired and liabilities assumed associated with the Merger to reflect new information obtained during the measurement period, about facts and circumstances that existed as of the acquisition date that, if known, would have affected the acquisition date fair value measurements. The retrospective adjustments were mostly driven by refinements in the tax treatment of the indemnification assets, the derivative resulting from the CONTADO and Serfinsa forward purchase agreement and the unfavorable contract liability related to a contract with one of Popular’s clients, among others.

The following table presents the changes in fair value during the fourth quarter of 2010 and the third quarter of 2011 of assets acquired and liabilities assumed as of the Merger date:

(Dollar amounts in thousands)	Fair Values Including Retrospective Adjustments (a)			Original Fair Values (b)
Fair value of EVERTEC:
Purchase of EVERTEC equity and related intangible assets	$	665,576		$	665,576
Fair value of Popular rolled equity		176,562			176,562
Total fair value of EVERTEC		842,138			842,138
Fair value of assets acquired and liabilities assumed:
Cash		28,560			28,560
Restricted cash		3,095			3,095
Short-term investments		559			559
Account receivable, net		60,306			43,866
Prepaid expenses and other assets		19,881			29,191
Other assets		642			642
Deferred project costs		2,966			2,966
Property and equipment		43,718			43,718
Customer relationships		313,768			304,750
Trademark		39,950			39,950
Non-compete agreement		56,539			56,539
Software packages		86,416			81,516
Accrued liabilities		(37,395	)		(28,104	)
Accounts payable		(17,167	)		(17,167	)
Income tax payable		(2,437	)		(2,437	)
Deferred tax liability, net		(128,034	)		(133,220	)
Other long-term liabilities		(1,813	)		(1,813	)
Net assets acquired		469,554			452,611
Excess purchase price attributed to goodwill acquired	$	372,584		$	389,527

^(a)  Amounts reported include retrospective adjustments recorded during the fourth quarter of 2010 and the third quarter of 2011.

^(b)  Fair value amounts as originally assigned.

The changes in the consolidated statement of income (loss) as a result of the retrospective adjustments driven by refinements in the tax treatment assumptions of the indemnification assets and the unfavorable contract liability related to a contract with one of Popular’s clients resulted in an income tax benefit of $1.2 million for the period June 25, 2010 to December 31, 2010.

On December 31, 2011, we entered into a settlement agreement (“Settlement Agreement”) with Popular in order to settle any claims among the parties related to the Closing Statement or the Working Capital True-Up Amount. In accordance with the Settlement Agreement, we made a payment of $1.7 million to Popular which is included within the other (expenses) income caption in the accompanying consolidated statements of income (loss).

F-35

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma results of operations assume that the Merger occurred on January 1, 2010, after giving effect to purchase method of accounting adjustments relating to depreciation and amortization of revalued assets, interest expense associated with the senior secured credit facilities and the senior notes, and other acquisition-related adjustments in connection with the Merger. These unaudited pro forma results exclude transaction costs incurred in connection with the Merger. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Merger had actually occurred on that date, nor of the results that may be obtained in the future.

(Dollar amounts in thousands)	Year ended December 31, 2010
Revenues	$	299,374
Net loss	$	(22,770	)

The Acquisition of an Equity Interest in Consorcio de Tarjetas Dominicanas, S.A. (“CONTADO”)

The Predecessor financial statements reflect 53.97% and 31.11% equity interests in CONTADO and Servicios Financieros, S.A. de C.V. (“Serfinsa”), respectively, through September 30, 2010. Such equity interests were owned by a subsidiary of Popular, but were reflected in the Company’s combined Predecessor financial statements because the financial statements were prepared on a carve-out basis.

The parties to the Merger Agreement agreed that the Company would acquire on the Merger closing date up to 53.97% and 31.11% of the equity interests in CONTADO and Serfinsa for cash in the amount of $37.0 million and $0.4 million, respectively, if certain conditions were met. One of the conditions was that the other shareholders of CONTADO and Serfinsa could exercise their right of first refusal (“ROFR”) to purchase all or part of the 53.97% and 31.11% equity interests. The Company did not acquire any equity interest in CONTADO nor Serfinsa on the Merger closing date because the conditions set forth in the Merger Agreement and related agreements had not been satisfied at such date. The Company made a partial payment in the amount of $17.0 million and held back $20.0 million for CONTADO and made a partial payment in the amount of $0.1 million and held back $0.3 million for Serfinsa at the Merger closing date.

On March 31, 2011, after all the other shareholders of CONTADO exercised their ROFR and all conditions required for the CONTADO acquisition in the Merger Agreement and related agreements were satisfied, the Company was able to acquire a 19.99% interest in CONTADO from a subsidiary of Popular. Popular paid to the Company $10.8 million, which represented 50% of the after tax proceeds received by Popular from the sale of the 33.98% equity interest in CONTADO not transferred to the Company, and the Company paid to Popular the $20.0 million held back at the Merger closing date. The Company recorded the 19.99% equity interest in CONTADO at approximately $13.0 million, which was the fair value as of March 31, 2011 and accounted for the investment under the equity method of accounting. The purchase price was preliminarily allocated to assets and liabilities based on their estimated fair values. This purchase price could change in subsequent periods, up to one year from the acquisition of CONTADO to reflect new information, if any, obtained during the measurement period about facts and circumstances that existed as of the acquisition date that, if known, would have affected the acquisition date fair value measurements. Any subsequent changes to the purchase price allocation that result in material changes to the Company’s consolidated financial statements should be adjusted retroactively.

On June 29, 2011, all of the Serfinsa shares were sold to the shareholders of Serfinsa in connection with the ROFR. As a result of this transaction, Popular transferred to EVERTEC, LLC $0.2 million and EVERTEC, LLC transferred to Popular $0.3 million. For the year ended December 31, 2011, the Company recognized a loss of $0.2 million as a result of this transaction.

See Note 7 for additional information regarding CONTADO and Serfinsa.

F-36

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 4—Cash

At December 31, 2011 and 2010, the Company’s cash amounted to $56.2 million and $55.2 million, respectively, which is deposited in interest bearing deposit accounts within financial institutions. Cash deposited in an affiliated financial institution amounted to $50.5 million and $46.7 million as of December 31, 2011 and 2010, respectively.

Note 5—Accounts Receivable, Net

Accounts receivable, net at December 31, 2011 and 2010 consisted of the following:

	December 31,
(Dollar amounts in thousands)	2011			2010
Trade	$	46,671		$	42,639
Due from affiliates, net		14,788			20,586
Other		346			3
Less: allowance for doubtful accounts		(875	)		(1,000	)
Accounts receivable, net	$	60,930		$	62,228

Note 6—Prepaid Expenses and Other Assets

Prepaid expenses and other assets at December 31, 2011 and 2010 consisted of the following:

	December 31,
(Dollar amounts in thousands)	2011		2010
Taxes other than income	$	2,543	$	1,930
Software licenses and maintenance contracts		5,967		5,864
Prepaid income taxes		9,732		102
Postage		709		922
Insurance		1,104		1,429
Deferred project costs		647		918
Derivative assets		—		4,960
Other		824		1,404
Prepaid expenses and other assets	$	21,526	$	17,529

Derivative Asset

The agreement to purchase CONTADO and Serfinsa qualified as a freestanding derivative and, as such, the Company recorded the option at its fair value of $6.7 million as of the Merger date. At December 31, 2010, the fair value of the derivative amounted to $4.0 million. The impact of the change in the fair value of this derivative was included within the other (expenses) income caption in the accompanying consolidated statement of income (loss).

The Merger Agreement required Popular to pay to the Company an amount equal to the after tax proceeds of any dividends received by Popular or any of its affiliates with respect to any equity interest in CONTADO or Serfinsa during the right of first refusal period (the “Dividend Agreement”). The Dividend Agreement qualified as a freestanding derivative. The derivative’s fair value at the Merger date was zero. During December 2010, the Company received approximately $1.5 million from Popular related to the Dividend Agreement. The amount received was recorded as a reduction to the derivative asset at that time. At December 31, 2010, the fair value of the derivative amounted to $0.9 million, the fair value adjustment to the derivative asset amounted to $2.5 million and was included within the other (expenses) income caption in the accompanying consolidated statement of income (loss).

The derivatives were settled on March 31, 2011. For the year ended December 31, 2011, the resulting loss of $1.2 million from settlement of the derivatives was recorded on the other (expenses) income caption in the accompanying consolidated statement of income (loss).

See Note 3 for additional information regarding CONTADO and Serfinsa.

F-37

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 7—Investments in Equity Investees

The Predecessor financial statements include an equity ownership in CONTADO and in Serfinsa. However, the Company did not acquire these interests at closing of the Merger, which were retained by a subsidiary of Popular and therefore not reflected in the balance sheet as of December 31, 2010.

CONTADO is the largest merchant acquirer and ATM network in the Dominican Republic. In the predecessor period, the investment in CONTADO was carried under the equity method of accounting. The equity in CONTADO’s net income recognized in the combined statements of income for the nine months ended September 30, 2010 was approximately $1.9 million. No dividends were received from CONTADO during the nine months ended September 30, 2010.

On March 31, 2011, the Company acquired 19.99% equity interest in CONTADO and used the equity method of accounting to account for its investment. As a result of 2011 CONTADO’s acquisition, the Company preliminarily calculated an excess cost of the investment in CONTADO over the amount of underlying equity in net assets of approximately $9.0 million, which was mainly attributed to customer relationships, trademark and goodwill intangibles. The Company’s excess basis allocated to amortizable assets is recognized on a straight-line basis over the lives of the appropriate intangibles. Amortization expense of $0.3 million for the year ended December 31, 2011 was recorded against earnings of equity method investments in the consolidated statement of income (loss). The Company recognized $0.8 million as equity in CONTADO’s net income, net of amortization, in the consolidated statement of income (loss) for the year ended December 31, 2011.

CONTADO fiscal year ends December 31 and is reported in the consolidated statement of income (loss) for the period subsequent to the acquisition date on a one month lag. No significant event occurred in these operations subsequent to November 30, 2011 that would have materially affected our reported results. As of December 31, 2011, CONTADO’s current assets, noncurrent assets, current liabilities and noncurrent liabilities amounted approximately to $33.2 million, $26.9 million, $41.5 million and $20,000, respectively. For the year ended December 31, 2011, CONTADO’s total revenues, income from operations and net income amounted to approximately $36.6 million, $7.2 million and $8.3 million, respectively.

In the predecessor period, the investment in the equity interest of Serfinsa was carried under the equity method of accounting. On June 29, 2011, all of the Serfinsa shares were sold to the shareholders of Serfinsa. See Note 3 for additional information regarding CONTADO and Serfinsa.

The Company held an equity participation of 19.99% in Inmediata Health Group, Corp. (“IHGC”) after selling certain assets and liabilities of its health division on April 1, 2008 to this entity in exchange for the 19.99% ownership. In April 2010, the 19.99% ownership in IHGC was sold resulting in a pre-tax gain of approximately $2.3 million.

F-38

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 8—Property and Equipment, Net

Property and equipment, net at December 31, 2011 and 2010 consisted of the following:

	Useful life in years	December 31,
(Dollar amounts in thousands)		2011			2010
Buildings	30	$	2,091		$	2,093
Data processing equipment	3 - 5		45,883			37,942
Furniture and equipment	3 - 10		5,912			5,759
Leasehold improvements	5 - 10		610			531
			54,496			46,325
Less - accumulated depreciation and amortization			(19,316	)		(4,139	)
Depreciable assets, net			35,180			42,186
Land			1,505			1,503
Property and equipment, net		$	36,685		$	43,689

Depreciation and amortization expense related to property and equipment was $15.3 million for the year ended December 31, 2011, $4.1 million for the period June 25, 2010 to December 31, 2010 and $10.3 million for the nine months ended September 30, 2010.

Note 9—Goodwill

The changes in the carrying amount of goodwill, allocated by reportable segments, were as follows (See Note 24):

(Dollar amounts in thousands)	Merchant acquiring, net		Payment processing			Business solutions			Total
Balance at December 31, 2010	$	166,959	$	200,569		$	5,056		$	372,584
Currency translation adjustments		—		(824	)		(48	)		(872	)
Balance at December 31, 2011	$	166,959	$	199,745		$	5,008		$	371,712

For the predecessor period and for the period from June 25, 2010 to December 31, 2010 there were no changes in goodwill besides changes resulting from the business combination.

During the third quarter of 2011, the Company completed the impairment evaluation, as described in Note 1, and determined that there were no impairment losses to be recognized during the period. The present value of future cash flows was used to determine the fair value of each reporting unit. There were no triggering events or changes in circumstances that subsequent to the impairment test would have required an additional impairment evaluation.

F-39

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 10—Other Intangible Assets

The carrying amount of other intangibles for the years ended December 31, 2011 and 2010 consisted of the following:

(Dollar amounts in thousands)		December 31, 2011
		Gross		Accumulated			Net carrying
	Useful life in years	amount		amortization			amount
Customer Relationships	14	$	313,543	$	(28,372	)	$	285,171
Trademark	10-14		39,950		(4,330	)		35,620
Software packages	3-5		106,865		(30,569	)		76,296
Non-Compete Agreement	15		56,539		(4,712	)		51,827
Total other intangible assets		$	516,897	$	(67,983	)	$	448,914
(Dollar amounts in thousands)		December 31, 2010
		Gross		Accumulated			Net carrying
	Useful life in years	amount		amortization			amount
Customer Relationships	14	$	313,768	$	(5,740	)	$	308,028
Trademark	10-14		39,950		(866	)		39,084
Software packages	3-5		93,905		(5,998	)		87,907
Non-Compete Agreement	15		56,539		(942	)		55,597
Total other intangible assets		$	504,162	$	(13,546	)	$	490,616

The estimated amortization expenses of balances outstanding at December 31, 2011 for the next five years are as follows:

(Dollar amounts in thousands)
Year end December 31,
2012	$	54,153
2013		48,624
2014		43,336
2015		39,512
2016		32,198

Amortization expense related to intangibles was $54.6 million for the year ended December 31, 2011, $13.6 million for the period June 25, 2010 to December 31, 2010 and $9.1 million for the nine months ended September 30, 2010. Amortization expense related to software costs was $24.7 million for the year ended December 31, 2011, $6.0 million for the period June 25, 2010 to December 31, 2010 and $8.5 million for the nine months ended September 30, 2010. See Note 3 for additional information related to intangible assets recorded in connection with the Merger.

F-40

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 11—Debt

At December 31, 2011 and December 31, 2010, debt consists of the following:

	December 31,
(Dollar amounts in thousands)	2011		2010
Senior Secured Credit Facility due in September 2016 paying interest at a variable interest rate (London InterBank Offered Rate (“LIBOR”) plus margin(1))	$	313,333	$	342,173
Senior Notes due on October 1, 2018, paying interest semi-annually at a rate of 11% per annum		210,500		220,000
Total net debt	$	523,833	$	562,173

⁽¹⁾  Subject to a minimum rate (“LIBOR floor”) of 1.50% at December 31, 2011 and 1.75% at December 31, 2010.

Senior Secured Credit Facilities:

In connection with the Merger, on September 30, 2010, EVERTEC, LLC entered into senior secured credit facilities consisting of a $355.0 million six-year term loan facility and a $50.0 million five-year revolving credit facility (“Credit Agreement”). For the year ended December 31, 2011, the revolving facility was undrawn.

EVERTEC, LLC’s term loan facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount of the term loan facility, with the balance payable on the final maturity date. Mandatory prepayment obligations also include, subject to expectations:

• 100% of the net cash proceeds of asset sales, dispositions and casualty or insurance proceeds, subject to certain exceptions and customary reinvestment provisions;

• 50% of the EVERTEC, LLC’s excess cash flows, which is defined in the Credit Agreement, with such percentage subject to reduction to 25% or 0% based on achievement of specified first lien secured leverage ratios; and

• 100% of the net cash proceeds received from issuances of certain debt incurred after the closing of the Merger.

The terms of EVERTEC, LLC’s senior secured credit facilities allow EVERTEC, LLC to prepay loans and permanently reduce the loan commitments under the senior secured credit facilities at any time, subject to the payment of customary LIBOR breakage costs, if any, provided that, in connection with certain refinancing on or prior to the first anniversary of the closing date of the senior secured credit facilities, certain premium is paid.

On March 3, 2011, EVERTEC, LLC entered into a credit agreement amendment concerning its existing senior secured credit facilities. The amendment did not modify the term or the size of the facilities. Under the amended senior secured credit facilities:

(i) The interest rate margins have been reduced from 5.25% to 4.00% per annum on term loans bearing interest at LIBOR, from 4.25% to 3.00% per annum on term loans bearing interest at an alternate base rate (“ABR”), from 5.25% to 3.75% per annum on revolving loans bearing interest at LIBOR, and from 4.25% to 2.75% per annum on revolving loans bearing interest at an ABR;

(ii) The LIBOR floor has been decreased from 1.75% to 1.50% per annum and the ABR floor has been reduced from 2.75% to 2.50% per annum; and

(iii) The incremental facility under the existing credit agreement has been increased from $115.0 million to the greater of $125.0 million and the maximum principal amount of debt that would not cause EVERTEC, LLC’s senior secured leverage ratio to exceed 3.25 to 1.00.

The amendment also modified certain restrictive covenants in the existing senior credit agreement to provide the Company generally with additional flexibility. Among other things, the amendment modified certain financial performance covenants. In connection with the amendment, the Company was required to pay a call premium of $3.5 million.

F-41

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The Company evaluated this amendment of the senior secured credit facilities under ASC 470-50, Debtor’s Accounting for a Modification or Exchange of Debt Instruments, and determined that most of these syndicated borrowings were modified. Accordingly, $3.4 million of prepayment penalties for the modified debts was capitalized and accounted for as an adjustment to interest expense over the remaining term of the debt using the interest method, and $0.2 million of prepayment penalties for the extinguished debts was recorded in the other (expenses) income caption in the consolidated statement of income (loss). In addition, the Company wrote off $0.6 million of debt issuance costs and $0.5 million of a debt discount for the extinguished debts. The Company also expensed $2.1 million of third party fees incurred in connection with the amendment, which was recorded in the other (expenses) income caption in the consolidated statement of income (loss).

On April 7, 2011, EVERTEC, LLC repaid $1.7 million of its senior secured term loan using the cash received from Popular in connection with the acquisition of CONTADO (see Note 3) as required under the terms of its senior secured credit facilities. In addition, on May 4, 2011, EVERTEC, LLC made a voluntary prepayment of $24.7 million on its senior secured term loan, with no prepayment penalty. As a result of this voluntary prepayment, EVERTEC, LLC has no scheduled quarterly amortization payment obligation until the final lump-sum payment at the maturity date. However, from time to time EVERTEC, LLC may make voluntary payments at its discretion.

On August 27, 2011, EVERTEC, LLC achieved a Senior Secured Leverage Ratio below 2.25 to 1.00 and as a result the applicable margins on the senior secured credit facilities debt were reduced from 4.00% to 3.75% under the LIBOR option and from 3.00% to 2.75% under the ABR option.

On November 14, 2011, EVERTEC, LLC achieved a Senior Secured Leverage Ratio below 2.00 to 1.00 and as a result the applicable commitment fee for the revolving facility was reduced from 0.50% to 0.37% as well as the applicable margins from 3.25% to 3.00% under the LIBOR option and from 2.25% to 2.00% under the ABR option.

As of December 31, 2011, the applicable interest rate for the senior secured term loan under the LIBOR option is 5.25%. This is composed of the applicable LIBOR margin of 3.75% plus the LIBOR floor of 1.50%.

At December 31, 2011, the aggregate principal amount of the senior secured facility amounted to $325.0 million. Holdings is the guarantor of the senior secured credit facilities. Also, all of the equity of EVERTEC, LLC and its subsidiaries has been pledged as security for the senior secured credit facilities, subject to certain exceptions.

Senior Notes:

In connection with the Merger, on September 30, 2010, EVERTEC, LLC issued $220.0 million in principal amount of the senior notes in a private placement, which are guaranteed by the Company’s 100% owned subsidiaries. The guarantor subsidiaries are 100% owned by EVERTEC, LLC (“Parent”) and all guarantees are full and unconditional and joint and several. Debt issuance costs to the senior notes are amortized to interest expense over the term of the notes using the interest method.

In connection with the initial issuance of senior notes, EVERTEC, LLC entered into a registration rights agreement with the initial purchasers which provided that an exchange offer of such notes for new registered notes be consummated no later than 366 calendar days after the original issue date of the original notes. The exchange offer registration statement was declared effective on August 2, 2011 and the exchange offer was consummated on September 14, 2011. The terms of the new registered notes are identical in all material respects to the terms of the original notes, except for the elimination of the transfer restrictions and related rights. All outstanding original senior notes were validly tendered and exchanged for substantially similar notes which have been registered under the Securities Act of 1933.

As part of the Company liquidity management plan, on November 18, 2011 EVERTEC, LLC purchased in the open market $9.5 million aggregate principal amount of its senior notes. The premium paid of $0.2 million and the deferred financing costs of $0.3 million were accounted as interest expense. On the settlement date, such senior notes were cancelled. As a result of this purchase, the senior notes outstanding balance as of December 31, 2011 amounted to $210.5 million. For information regarding the carrying value and the fair value of the senior secured term loan and senior notes as of December 31, 2011 and 2010, refer to Note 12.

EVERTEC, LLC may redeem some or all of the senior notes, in whole or in part, at any time on or after October 1, 2014 on the following redemption dates and at the following redemption prices: 2014 at 105.50%; 2015 at 102.75%; 2016 and thereafter at 100.00%. Also, EVERTEC, LLC may redeem some or all of the senior notes prior to October 1, 2014 at 100% of their principal amount, together with any accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. EVERTEC, LLC may redeem up to 35% of the senior notes before October 1, 2013 with the net cash proceeds from certain equity offerings. In addition, EVERTEC, LLC may be required to make an offer to purchase the senior notes upon the sale of certain assets and upon a change of control.

F-42

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The senior secured credit facilities and the indenture governing the senior notes contain various restrictive covenants. The senior secured credit facilities require EVERTEC LLC to maintain on a quarterly basis a specified maximum senior secured leverage ratio. The senior secured leverage ratio of EVERTEC, LLC as defined in the senior secured credit facilities (total first lien senior secured debt minus available cash, up to a maximum of $50.0 million, as defined, to adjusted EBITDA) must be less than 3.60 to 1.0 at December 31, 2011. The applicable ratio will be adjusted as required by the credit agreement in subsequent periods. In addition, the senior secured credit facilities, among other things, restrict EVERTEC, LLC’s ability to incur indebtedness or liens, make investments, declare or pay any dividends to its parent and from prepaying indebtedness that is junior to such debt. The indenture governing the senior notes, among other things: (a) limits EVERTEC’s ability and the ability of its subsidiaries to incur additional indebtedness, issue certain preferred shares, incur liens, pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; (b) limits EVERTEC’s ability to enter into agreements that would restrict the ability of its subsidiaries to pay dividends or make certain payments to us; and (c) places restrictions on EVERTEC, LLC’s ability and the ability of its subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets. As of December 31, 2011, EVERTEC, LLC was in compliance with the applicable restrictive covenants under its debt agreements.

Note 12—Financial Instruments and Fair Value Measurements

Recurring Fair Value Measurements

Fair value measurement provisions establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This guidance describes three levels of input that may be used to measure fair value:

Level 1: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3: Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company uses observable inputs when available. Fair value is based upon quoted market prices when available. If market prices are not available, the Company may employ internally-developed models that primarily use market-based inputs including yield curves, interest rates, volatilities, and credit curves, among others. The Company limits valuation adjustments to those deemed necessary to ensure that the financial instrument’s fair value adequately represents the price that would be received or paid in the marketplace. Valuation adjustments may include consideration of counterparty credit quality and liquidity as well as other criteria. The estimated fair value amounts are subjective in nature and may involve uncertainties and matters of significant judgment for certain financial instruments. Changes in the underlying assumptions used in estimating fair value could affect the results. The fair value measurement levels are not indicative of risk of investment.

The following table summarizes fair value measurements by level at December 31, 2011 and 2010, for assets measured at fair value on a recurring basis:

	December 31, 2011								December 31, 2010
(Dollar amounts in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial assets:
Indemnification assets:
Software cost reimbursement	$	—	$	—	$	7,113	$	7,113	$	—	$	—	$	10,069	$	10,069
Expected reimbursement		—		—		351		351		—		—		4,767		4,767
Derivative instruments:
Forward purchase agreement	$	—	$	—	$	—	$	—	$	—	$	—	$	3,970	$	3,970
Dividend agreement		—		—		—		—		—		—		990		990

The fair value of financial instruments is the amount at which an asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale. Fair value estimates are made at a specific point in time based on the type of financial instrument and relevant market information. Many of these estimates involve various assumptions and may vary significantly from amounts that could be realized in actual transactions.

F-43

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

For those financial instruments with no quoted market prices available, fair values have been estimated using present value calculations or other valuation techniques, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

Indemnification assets include the present value of the expected future cash flows of certain expense reimbursement agreements with Popular. These contracts were entered into in connection with the Merger, and have termination dates ranging from February 2012 until September 2015. Management prepared estimates of the expected reimbursements to be received from Popular until the termination of the contracts, discounted the estimated future cash flows and recorded the indemnification assets as of the Merger closing date. Payments received during the periods reduced the indemnification asset balance. The remaining balance was adjusted to reflect its fair value as of December 31, 2011 and 2010, therefore resulting in a net unrealized gain of approximately $0.3 million and a net unrealized loss of $0.2 million, respectively, which is reflected within the other (expenses) income caption in the consolidated statement of income (loss). The current portion of the indemnification assets is included within accounts receivable, net and the other long-term portion is included within other long-term assets in the accompanying consolidated balance sheet. See Note 22 for additional information regarding the expense reimbursement agreements.

Derivative instruments include a forward purchase agreement related to the acquisition of CONTADO and Serfinsa and certain dividend agreement related to the CONTADO and Serfinsa acquisition (see Note 6) entered into with Popular as a result of the Merger. The fair value of the forward purchase agreement and the dividend agreement is included within the prepaid and other assets caption in the December 31, 2010 consolidated balance sheet. As of December 31, 2010, a loss of $3.7 million and a gain of $2.5 million arising from change in the fair value of the forward purchase agreement and the dividend agreement, respectively, is included within the other (expenses) income caption of the consolidated statement of income (loss).

The following table presents the carrying value, as applicable, and estimated fair values for financial instruments at December 31, 2011 and 2010.

	December 31, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
(Dollar amounts in thousands)	Amount		Value		Amount		Value
Financial assets:
Indemnification assets
Software cost reimbursement	$	7,113	$	7,113	$	10,069	$	10,069
Expected reimbursements		351		351		4,767		4,767
Financial liabilities:
Senior secured term loan	$	313,333	$	317,979	$	342,173	$	355,292
Senior notes		210,500		213,921		220,000		221,100
Derivative instruments:
Forward purchase agreement	$	—	$	—	$	3,970	$	3,970
Dividend agreement		—		—		990		990

The fair value of derivatives was estimated utilizing a Monte Carlo Simulation Analysis using relevant benchmark inputs. The senior secured term loan and the senior notes prices were obtained using third parties service providers as of December 31, 2011 and 2010. Their pricing is based on various inputs such as: market quotes, recent trading activity in a non-active market or imputed prices.

F-44

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The following table provides a summary of the changes of Level 3 assets measured at fair value:

	Indemnification			Derivative
(Dollar amounts in thousands)	Assets			Assets
Predecessor
Balance - January 1, 2010	$	—		$	—
Successor
Initial recognition		16,790			7,690
Payments received		(1,801	)		(1,514	)
Unrealized loss recognized in other (expenses) income		(153	)		(1,216	)
Balance - December 31, 2010	$	14,836		$	4,960
Payments received		(7,080	)		—
Unrealized loss recognized in other (expenses) income		(292	)		—
Net settlement of derivative		—			(3,561	)
Realized loss on derivative		—			(1,399	)
Balance - December 31, 2011	$	7,464		$	—

There were no transfers in or out of Level 3 during the year ended December 31, 2011 and 2010.

Note 13—Other Long-Term Liabilities

As part of the terms and conditions of an existing agreement for software licenses acquired, the Company entered into a commitment with a third party to pay license and professional service fees beginning on December 31, 2009 and ending on July 30, 2015. The outstanding balance for this liability as of December 31, 2011 and 2010 was $0.4 million and $1.1 million, respectively. The agreement also includes a contingent fee up to $1.0 million based on certain acceptance conditions.

At December 31, 2010, other long-term liabilities include $1.1 million of a liability recorded by the Company related to the fair value of a contract to provide services to a Popular customer. The liability is being amortized to revenues until the termination of the contract. See Note 22.

Note 14—Equity

The Company is authorized to issue up to 103,000,000 shares of $0.01 par value, including 100,000,000 common stock Class A and 3,000,000 common stock Class B non-voting. At December 31, 2011 and 2010, the Company had 36,314,166 and 36,033,124 shares outstanding of Class A and Class B non-voting, respectively. The Company is also authorized to issue 1,000,000 shares of $0.01 par value preferred stock. As of December 31, 2011, no shares of preferred stock have been issued.

As previously discussed in Note 1, the Company received net assets of the merchant acquiring business and TicketPop business from Banco Popular on June 30, 2010. Expenses allocated to the merchant acquiring business and TicketPop business were recorded as capital contributions from an affiliate, since there were no stated repayments scheduled for such expenses. Since June 30, 2010, cash from operating activities related to these businesses is included in the net cash provided by operating activities from continuing operations in the accompanying consolidated and combined statements of cash flows.

The senior secured credit facilities and the indenture governing the senior notes contain various covenants that limit EVERTEC, LLC’s ability to pay dividends or make distributions. See Note 11.

Note 15—Merchant Acquiring Revenues

Merchant acquiring revenues are presented net of interchange fees and assessments charged by credit and debit card associations. Said interchange fees and assessments charged by credit and debit card associations to the Company amounted to $95.5 million for the year ended December 31, 2011, $25.4 million for the period June 25, 2010 to December 31, 2010 and $60.9 million for the nine months ended September 30, 2010.

F-45

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 16—Share-based Compensation

Stock Incentive Plan

After the Merger, the Stock Incentive Plan was established to grant stock options, rights to purchase shares, restricted stock, restricted stock units and other stock-based rights to employees, directors, consultants and advisors. Holdings reserved 2,921,604 shares of its Class B non-voting common stock for issuance upon exercise and grants of stock options, restricted stock and other equity awards under the Stock Incentive Plan. The maximum option term is ten years from the date of grant. The initial grant of 2,624,570 options was made on February 11, 2011 to certain employees of EVERTEC, LLC. Plan participants have the right to purchase shares of Holdings’ Class B non-voting common stock in three tranches: Tranche A options vest in 5 equal installments beginning on September 30, 2011, Tranche B options vest at such time as the Investor Internal Rate of Return (“Investor IRR”) equals or exceeds 25% based on cash proceeds received by the Investor, and Tranche C options vest at such time as the Investor IRR equals or exceeds 30%. For purposes of these vesting provisions, the Investor’s IRR is the rate of return measured in cash and any securities received by the Investor as a return on its investment in the common stock of Holdings.

The following table summarizes the nonvested stock options activity for the year ended December 31, 2011:

Nonvested stock options	Shares			Weighted-average exercise prices
Nonvested at December 31, 2010		—		$	—
Granted(1)		2,869,570			10.00
Vested(2)(3)		(163,287	)		10.00
Forfeitures		(175,296	)		10.00
Nonvested at December 31, 2011		2,530,987		$	10.00

⁽¹⁾  Includes 50,000 of stock options that were not granted under the Stock Incentive Plan, but are subject to certain terms of the Stock Incentive Plan.

⁽²⁾  Amount of options exercisable as of December 31, 2011. The weighted average remaining contractual term of these options is 8.75 years.

⁽³⁾  At December 31, 2011, the aggregate intrinsic value amounted to $1.2 million.

Management uses the fair value method of recording stock-based compensation as described in the guidance for stock compensation in ASC topic 718. The fair value of the stock options granted during 2011 was estimated using the Black-Scholes-Merton (“BSM”) option pricing model for Tranche A options granted under the Stock Incentive Plan and the Monte Carlo simulation analysis for Tranche B and Tranche C options, with the following assumptions:

	Stock options  granted under the Stock Incentive Plan			Stock options not granted  under the Stock Incentive Plan
Stock Price	$	10 per share		$	10 per share
Risk-free rate		2.14	%		2.06	%
Expected volatility		35.00	%		35.00	%
Expected annual dividend yield		0.00	%		0.00	%
Expected term		4.60 years			4.49 years

The risk-free rate is based on the U.S. Constant Maturities Treasury Interest Rate as of the grant date. The expected volatility is based on a combination of historical volatility and implied volatility from public trade companies in our industry. The expected annual dividend yield is based on management’s expectations of future dividends as of the grant date. The expected term is based on the vesting time of the options.

F-46

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The following table summarizes the nonvested restricted shares activity for the year ended December 31, 2011:

Nonvested restricted shares	Shares			Weighted-average grant date fair value
Nonvested at December 31, 2010		—		$	—
Granted		80,000			10.00
Vested(1)		(16,942	)		10.00
Nonvested at December 31, 2011		63,058		$	10.00

⁽¹⁾  At December 31, 2011, the aggregate intrinsic value amounted to $0.1 million.

Share-based compensation recognized was as follows:

	Year ended
(Dollar amounts in thousands)	December 31, 2011
Share-based compensation recognized, net
Stock options, net of income tax benefit of $214	$	714
Restricted shares, net of income tax benefit of $51		170

The maximum unrecognized cost for stock options was $7.5 million as of December 31, 2011, which includes $2.3 million, $2.7 million and $2.5 million related to Tranche A, Tranche B and C options, respectively. The Company did not recognize share-based compensation expense related to Tranche B and C options as vesting was not considered probable. The cost is expected to be recognized over a weighted average period of 3.80 years.

The maximum unrecognized compensation cost for restricted stock was $0.6 million as of December 31, 2011. The cost is expected to be recognized over a weighted average period of 3.15 years.

Prior to the Merger, certain employees of EVERTEC, LLC participated in the Popular, Inc. 2004 Omnibus Incentive Plan (the “Incentive Plan”) adopted by the shareholders of Popular in April 2004. This plan replaced and superseded the 2001 Stock Option Plan (the “Stock Option Plan”) maintained by Popular.

Stock Option Plan

This plan provided for the issuance of Popular, Inc.’s common stock at a price equal to its fair market value at the grant date, subject to certain plan provisions.

As of September 30, 2010, total outstanding stock options of 199,940 were fully vested. Prior to the Merger date, the exercise period of all options was reduced to 6 months or 90 days from the date of modification. Such modification had no impact on the financial statements.

For the year ended December 31, 2011, the period June 25, 2010 to December 31, 2010 and the nine months ended September 30, 2010, the Company did not recognize any stock options expense.

Incentive Plan

The Incentive Plan permitted the granting of incentive awards in the form of annual incentive awards, long-term performance unit awards, stock options, stock appreciation rights, restricted stock, restricted units or performance shares.

For the year ended December 31, 2011 and for the period June 25, 2010 to December 31, 2010, the Company did not recognize any compensation expense related to the restricted stock. For the nine months ended September 30, 2010, the Company recognized $0.2 million of compensation expense related to the accelerated vesting of restricted stock, with a tax benefit of approximately $69,000. The fair value of the restricted stock vested as of September 30, 2010 was $0.3 million at grant date and $0.1 million at vesting date. The fair value difference between the grant date and vesting date triggered a shortfall of $0.2 million in 2010 that was recorded as an additional income tax expense.

F-47

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Beginning in 2007, Popular authorized the issuance of performance shares, in addition to restricted shares, under the Incentive Plan. The performance shares award consisted of the opportunity to receive shares of Popular Inc.’s common stock provided Popular achieved certain performance goals during a three-year performance cycle. The compensation cost associated with the performance shares was recorded ratably over a three-year performance period. As of September 30, 2010, 16,165 performance shares were granted. During the quarter ended September 30, 2010, vesting periods of all outstanding performance shares was accelerated and all outstanding performance shares became fully vested.

For the nine months ended September 30, 2010, the Company recognized $0.2 million of compensation expense related to the accelerated vesting of performance shares with a tax benefit of approximately $79,000. The fair value of the performance shares vested as of September 30, 2010 was $0.2 million and $52,000 at grant date and at vesting date, respectively. The fair value difference between the grant date and vesting date triggered a shortfall of $0.1 million in 2010 that was recorded as an additional income tax expense.

Note 17—Employee Benefit Plan

Employee savings and investment plan

After the completion of the Merger the EVERTEC, Inc. Puerto Rico Savings and Investment plan was established (“the EVERTEC Savings Plan”), a defined contribution savings plan qualified under section 1165(e) of the Puerto Rico Internal Revenue Code of 2011. Investments in the plan are participant directed, and employer matching contributions are determined based on specific provisions of the EVERTEC Savings Plan. Employees are fully vested in the employer’s contributions after five years of service. For the year ended December 31, 2011, the costs incurred under the plan amounted to approximately $0.6 million. No costs were incurred under the new plan for the period June 25, 2010 to December 31, 2010.

Prior to the Merger, substantially all the employees of EVERTEC, LLC were eligible to participate in the Popular, Inc. Savings and Investments plan. No costs were incurred for the nine months ended September 30, 2010.

Employee defined benefit pension and post-retirement plans

Prior to the Merger, certain employees of EVERTEC, LLC were covered by the non-contributory defined benefit pension plans of Banco Popular (“BP Plan”). For the periods until June 30, 2010, pension and post-retirement expenses and accrued benefit obligation presented in the combined financial statements corresponded to the employees of Banco Popular that participated in the BP Plan and were part of EVERTEC, LLC. Effective June 30, 2010, these employees were transferred to EVERTEC, LLC as part of an internal reorganization. Total pension and post-retirement expense recognized related to those employees amounted to approximately $70,000 for the period including the nine months ended September 30, 2010.

Note 18—Other (Expenses) Income

For the year ended December 31, 2011, other (expenses) income includes $14.5 million related to a one-time separation charge of the Voluntary Retirement Program (“VRP”) offered by the Company to all employees who were at least 50 years of age and with a minimum of 15 years of service by December 31, 2011, $2.2 million relating to the refinancing of the senior secured credit facilities, $1.2 million related to a gain in foreign exchange transactions of Latin America operations and a non-recurring and non-cash loss of $1.2 million from the settlement of the derivatives related to our acquisition of a 19.99% equity interest in CONTADO from Popular. (See Note 3 for an additional transaction included within other (expenses) income caption in the accompanying consolidated statements of income (loss)).

For the period June 25, 2010 to December 31, 2010, other (expenses) income includes $34.8 million of acquisition costs related to the Merger transaction.

For the year ended December 31, 2011 and for the period June 25, 2010 to December 31, 2010, other (expenses) income includes a loss of $0.3 million and $1.4 million, respectively, related to the fair value adjustment of certain indemnification assets, software reimbursements and derivative assets (see Notes 6 and 12).

F-48

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

For the nine months ended September 30, 2010, other (expenses) income includes a pre-tax gain of $2.3 million recognized by the Company in the sale of its 19.99% ownership in IHGC.

Note 19—Income Tax

Under Puerto Rico income tax law, the Company is not allowed to file consolidated tax returns with its subsidiaries. At the end of 2010, the Government of Puerto Rico adopted a comprehensive tax reform in two phases. The first phase of the tax reform was enacted in the last quarter of 2010 where corporations received an income tax credit amounting to 7% of the tax determined, defined as the tax liability less certain credits. The second phase of the reform included a new Internal Revenue Code adopted in 2011 (the “PR Code”), which was approved on January 31, 2011. It provides for the reduction of the maximum corporate income tax rate from 40.95% to 30%, including the elimination of a temporary five percent surtax approved in March 2009 for years beginning on January 1, 2009 through December 31, 2011, as well as adding several tax credits and deductions, among other tax reliefs and changes. Under the new PR Code, the Company has a one-time election to opt out of the new reduced rate. This election must be made with the filing of the 2011 income tax return. The Company elected to use the new reduced rate. As a result, during the first quarter of 2011, the Company recognized a reduction in its deferred tax liability (“DTL”) of $23.8 million, which had been recognized at a higher marginal corporate income tax rate. The components of income tax (benefit) expense consisted of the following:

	Successor						Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011			June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Continuing operations
Current tax (benefit) provision	$	(7,144	)	$	1,200		$	20,211
Deferred tax (benefit) expense		(22,083	)		(15,650	)		2,806
Income tax (benefit) expense from continuing operations	$	(29,227	)	$	(14,450	)	$	23,017
Discontinuing operations
Current tax provision	$	—		$	—		$	840
Deferred tax benefit		—			—			(23	)
Income tax expense from discontinuing operations	$	—		$	—		$	817

F-49

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

As discussed above, the Company conducts operations in Puerto Rico and certain countries throughout the Caribbean and Latin America. As a result, the income tax (benefit) expense includes the effect of taxes paid to the Puerto Rico government as well as foreign jurisdictions. The following table presents the segregation of income tax (benefit) expense based on location of operations:

	Successor						Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011			June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Continuing operations
Current (benefit) tax provision
Puerto Rico	$	(9,521	)	$	98		$	19,316
United States		385			399			640
Foreign countries		1,992			703			255
Current (benefit) tax provision from continuing operations	$	(7,144	)	$	1,200		$	20,211
Deferred (benefit) tax expense
Puerto Rico	$	(21,479	)	$	(15,490	)	$	2,806
Foreign countries		(604	)		(160	)		—
Deferred (benefit) tax expense from continuing operations	$	(22,083	)	$	(15,650	)	$	2,806
Discontinuing operations
Current tax provision
Foreign countries	$	—		$	—		$	840
Deferred tax benefit
Foreign countries		—			—			(23	)
Income tax expense from discontinuing operations	$	—		$	—		$	817

The Company was granted a tax exemption under the Tax Incentive Law No. 135 of 1997. Under this grant, EVERTEC, LLC was taxed at a rate of 7% on all the income derived from certain data processing and consulting services provided outside Puerto Rico for a 10-year period ended December 1, 2009. On October 11, 2011, the Puerto Rico Government approved a new grant under Tax Incentive Law No. 73 of 2008, retroactively to December 1, 2009. Under the new grant, the preferred rate declines gradually from 7% to 4% by December 1, 2013. After this date, the rate remains at 4% until its expiration in November 1, 2024. For the year ended December 31, 2011, the period June 25, 2010 to December 31, 2010 and the nine months ended September 30, 2010, income subject to the exemption amounted to $4.9 million, $1.3 million and $3.9 million, respectively.

In addition, the Company has a base tax rate of 7% on income derived from certain development and installation service in excess of a determined income for a 10-year period from January 1, 2008. Up to December 31, 2011, no income was subject to the exemption since the income covered by the decree did not exceed the determined base income amount.

On November 15, 2010, the Governor of Puerto Rico signed into Law the Internal Revenue Code for a New Puerto Rico, which provides for a 7% tax credit applicable to the fully taxable operations of the Company for the year ended December 31, 2010, resulting in the Company claiming a credit of $0.1 million for said year.

F-50

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The following table presents the components of the Company’s net deferred tax liability:

	December 31,
(Dollar amounts in thousands)	2011			2010
Deferred tax assets
Allowance for doubtful accounts	$	540		$	696
Unfavorable contract liability		211			3,335
Other temporary assets		909			170
Total gross deferred tax assets		1,660			4,201
Deferred tax liabilities (“DTL”)
Deferred compensation	$	2,915		$	2,604
Difference between the assigned values and the tax basis of assets and liabilities recognized in purchase		90,766			128,218
Debt issue cost		8,513			—
Other temporary liabilities		218			131
Total gross deferred tax liabilities		102,412			130,953
Deferred tax liability, net	$	(100,752	)	$	(126,752	)

The net amount, as presented above, which is the result of the difference between assigned values and the tax bases of the assets and liabilities, is included within the deferred tax liability in the accompanying consolidated balance sheet.

As of December 31, 2011 and 2010, the deferred tax asset amounting to $10.4 million and $14.3 million, respectively, reflected in the accompanying consolidated balance sheet is related to a net operating loss. Pursuant to the provision of the PR Code, net operating losses can be carried forward for a period of ten taxable years. The net operating loss carried forward outstanding at December 31, 2011 expires in 2020.

The Company was subject to income tax withholding on payments received for services rendered in Venezuela. These tax withholdings were generally creditable against the Puerto Rico income tax, subject to certain limitations. The business in Venezuela was discontinued on September 30, 2010. For the nine months ended September 30, 2010, total creditable withholdings amounted to approximately $1.2 million.

Specific tax indemnification obligations were agreed under the Merger Agreement: (i) to the extent the Company has incurred taxes already paid by Popular at or prior to the closing related to the post-closing period, the Company is required to reimburse Popular for these prepaid taxes; and (ii) to the extent the Company has incurred taxes payable after closing related to the pre-closing period, Popular is required to reimburse the Company for such taxes.

The Company recognizes in its financial statements the benefits of tax return positions if it is more likely than not to be sustained on audit based on its technical merits. On a quarterly basis, the Company evaluates its tax positions and revises its estimates accordingly. The Company records accrued interest, if any, to unrecognized tax benefits in income tax expense, while the penalties, if any reported in operating costs and expenses. For the year ended December 31, 2011, the Company accrued $0.3 million for potential payment of interest based on an average 10% interest rate. As of December 31, 2010, the Company had not accrued any amount for potential payment of penalties and interest. At December 31, 2011 and 2010, EVERTEC, LLC had a liability for unrecognized tax benefits of $1.5 million and $1.2 million, respectively, which, if recognized in the future, would impact EVERTEC, LLC’s effective tax rate.

F-51

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The reconciliation of unrecognized tax benefits, including accrued interest, was as follows:

(Dollar amounts in thousands)
Balance as of December 31, 2009	$	1,222
Additions for tax positions related to 2010		—
Balance as of September 30, 2010		1,222
Additions for tax positions related to 2010		—
Balance as of December 31, 2010		1,222
Accrued estimated interest		281
Balance as of December 31, 2011	$	1,503

The income tax (benefit) expense differs from the amount computed by applying the Puerto Rico statutory income tax rate to the income before income taxes as a result of the following:

	Successor						Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011			June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Computed income tax at statutory rates	$	(1,504	)	$	(14,343	)	$	24,646
Benefit of net tax-exempt interest income		(23	)		(52	)		(79	)
Benefit of net tax-exempt dividend income		(620	)		—			—
Non taxable loss on settlement of derivative asset		420			—			—
Tax benefit due to a change in estimate		(2,529	)		—			—
Differences in tax rates due to multiple jurisdictions		285			(197	)		(155	)
Effect of income subject to capital gain tax rate		—			—			(574	)
Effect of income subject to tax-exemption grant		(1,737	)		(455	)		(2,479	)
Adjustment to DTL due to changes in enacted tax rate		(23,813	)		—			—
Credit pursuant to Act 171		—			(1,122	)		—
Other		294			1,719			1,658
Income tax (benefit) expense	$	(29,227	)	$	(14,450	)	$	23,017

As of December 31, 2011, the statute of limitations for all tax years prior to 2006 expired for the Company in Puerto Rico, subsequent years are subject to review by the Puerto Rico Treasury Department. For the subsidiaries in Costa Rica the statute of limitations for all tax years prior to 2008 expired and subsequent years are subject to review by their government authorities.

Note 20—Discontinued Operations

The results of operations of the Venezuela business, which was a part of the Company in the Predecessor period, are reported as a discontinued operation in the consolidated and combined financial statements, as the Venezuela business was not acquired in the Merger.

Prior to the closing of the Merger, the Venezuela business was transferred to Popular and the Company entered into a transition services agreement with Popular, pursuant to which the Company will provide certain services to the Venezuela business for a transition period following the consummation of the Merger.

F-52

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The results of discontinued operations for the nine months ended September 30, 2010 consisted of the following:

	Predecessor
	Nine months ended
(Dollar amounts in thousands)	September 30, 2010
Revenues	$	8,726
Operating costs and expenses		7,815
Income from operations		911
Non-operating income		23
Income before income taxes		934
Income tax expense		817
Net income from discontinued operations	$	117

Note 21—Net Income (Loss) Per Common Share

The reconciliation of the numerator and denominator of the earnings per common share is as follows:

	Successor					Predecessor
(Dollar amounts in thousands, except per share data)	Year ended December 31, 2011		June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Net income (loss) from continuing operations - basic	$	24,214	$	(20,576	)	$	37,168
Net income from discontinuing operations	$	—	$	—		$	117
Weighted average number of common shares outstanding - basic		36,271,750		36,033,124			36,033,124
Weighted average number of common shares outstanding - diluted		36,626,899		36,033,124			36,033,124
Net income (loss) per common share from continuing operations - basic (1)	$	0.67	$	(0.57	)	$	1.03
Net income (loss) per common share from continuing operations - diluted	$	0.66	$	(0.57	)	$	1.03
Net income per common share from discontinued operations - basic	$	—	$	—			0.00
[Pro forma net income per common share from continued operations - basic (2)	$	—	$	—		$	—	]
[Pro forma net income per common share from continued operations - diluted (2)	$	—	$	—		$	—	]

⁽¹⁾  Net income (loss) per common share from continuing operations for the nine months ended September 30, 2010 represents the same amount for net income (loss) per common share.

⁽²⁾  Pro forma net income per common share from continued operations basic and diluted includes [                ] as incremental shares being offered in the initial public offering. These amounts are unaudited.

F-53

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 22—Related Party Transactions

The following table presents the Company’s transactions with related companies for each of the period presented below:

	Successor				Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011		June 25, 2010 (Inception) to December 31, 2010		Nine months ended September 30, 2010
Total revenues (1)(2)	$	149,670	$	38,020	$	104,253
Selling, general and administrative expenses
Administrative overhead and other allocated expenses	$	—	$	—	$	2,217
Corporate expense charged by Popular		—		—		5,263
Total allocated and corporate expense charged by Popular(3)	$	—	$	—	$	7,480
Rent and other fees(4)	$	11,841	$	2,634	$	7,342
Interest earned from and charged by affiliate
Interest income	$	665	$	94	$	51
Interest expense(5)	$	8,440	$	2,193	$	10
Other expenses(6)	$	1,700	$	—	$	—

⁽¹⁾  As discussed below, all services to Popular, its subsidiaries and affiliates are governed by the Master Services Agreement (“MSA”) under which EVERTEC, LLC has a contract to provide such services for at least 15 years on an exclusive basis for the duration of the agreement on commercial terms consistent with historical pricing practices among the parties. Total revenues from Popular represent 46%, 48% and 48% of total revenues for each of the periods presented above.

⁽²⁾  Includes revenues generated from investees accounted for under the equity method (CONTADO) of $2.5 million for the year ended December 31, 2011.

⁽³⁾  Expenses allocated to the Company by Popular, included accounting, finance, legal, marketing, information systems and human resources. These costs were allocated based on a percentage of revenues (and not based on actual costs incurred). These charges were included in the combined statements of income.

⁽⁴⁾  Includes management fees paid to stockholders amounting to $3.2 million for the year ended December 31, 2011 and $0.2 million for the period June 25, 2010 to December 31, 2010.

⁽⁵⁾  Interest expense for the year ended December 31, 2011 and for the period June 25, 2010 to December 31, 2010 is related to interest accrued related to our senior secured term loan and senior notes held by Popular.

⁽⁶⁾  On December 31, 2011, EVERTEC, LLC entered into a (“Settlement Agreement”) with Popular in order to settle any claims among the parties related to the Closing Statement or the Working Capital True-Up Amount. In accordance with the Settlement Agreement, we made a payment of $1.7 million to Popular.

F-54

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

At December 31, 2011 and 2010, the Company had the following balances arising from transactions with related parties:

	December 31,
(Dollar amounts in thousands)	2011		2010
Cash and restricted cash deposits	$	55,291	$	52,298
Indemnification assets from Popular reimbursement(1)
Accounts receivable	$	2,553	$	6,912
Other long-term assets	$	5,212	$	7,924
Unfavorable liability related to contract with Popular(2)
Accounts payable	$	703	$	7,038
Other long-term liabilities	$	—	$	1,105
Other due from affiliates
Accounts receivable	$	16,375	$	17,812
Accounts payable	$	3,036	$	3,807
Long-term debt	$	90,186	$	94,850
Loan to an officer	$	—	$	170

⁽¹⁾  Recorded in connection with (a) reimbursement from Popular regarding services the Company provides to certain customers of Popular at preferential prices and (b) reimbursement from Popular regarding certain software license fees. For the year ended December 31, 2011 and for the period June 25, 2010 to December 31, 2010, the Company received $6.6 million and $1.8 million, respectively, related to these reimbursements.

⁽²⁾  Represents an unfavorable contract liability to provide certain services to a customer of Popular until February 2012.

The balance of cash and restricted cash deposits in a related bank was included within the cash and restricted cash line items in the accompanying consolidated balance sheets. Due from related parties mainly included the amounts outstanding related to processing and information technology services billed to Popular subsidiaries according to the terms of the MSA. This amount was included in the accounts receivable, net in the consolidated balance sheets.

Upon the Merger, the Company entered into a consulting agreement whereby the Company agreed to reimburse Apollo and Popular for certain expenses and an annual management fee of the greater of (i) $2.0 million and (ii) 2% of EVERTEC, LLC’s EBITDA, in total in exchange for which the Company will receive certain advisory services from Apollo and Popular.

The Company is entitled to receive reimbursements from Popular regarding services the Company provides to certain customers of Popular at a preferential price for a period of approximately 17 months from the closing date of the Merger. As of the Merger date, the Company recorded $5.6 million as an expected reimbursement asset from Popular at fair value related to this subsidy. The Company also recorded an unfavorable contract liability at fair value of $10.1 million related to the contract with one of Popular’s client. At December 31, 2011 and 2010, the current portion of the expected reimbursement asset of $0.4 million and $4.1 million, respectively, is included within the accounts receivable, net caption in the accompanying consolidated balance sheets. At December 31, 2011 and 2010, the current portion of the unfavorable contract liability of $0.7 million and $8.1 million, respectively, is included in the accounts payable caption in the accompanying consolidated balance sheets. Gains and losses related to the reimbursement asset are included within the other (expenses) income caption in the accompanying consolidated statements of income (loss). See Note 12.

In addition, the Company is entitled to receive reimbursements from Popular regarding certain software license fees if such amounts exceed certain amounts for a period of five years from the closing date of the Merger. As a result of this agreement, the Company recorded approximately $11.2 million as a software reimbursement asset at fair value as of the Merger date. At December 31, 2011, the current portion of said asset of $7.4 million is included within the accounts receivable, net caption and the long-term portion is included in the other long-term assets caption in the accompanying consolidated balance sheets. Gains and losses related to the asset are included within the other (expenses) income caption in the accompanying consolidated statements of income (loss). See Note 12.

From time to time, EVERTEC, LLC obtains performance bonds from insurance companies covering the obligations of EVERTEC, LLC under certain contracts. Under the Merger Agreement, Popular is required to, subject to certain exceptions, cause the then outstanding performance bonds to remain outstanding or replace such bonds as needed for five years from the closing date of the Merger. EVERTEC, LLC entered into a reimbursement agreement with Popular to mirror Popular’s obligations. As a result, EVERTEC, LLC is required to reimburse Popular for payment of premiums and related charges and indemnification of Popular for certain losses, in case EVERTEC, LLC fails to perform or otherwise satisfy its obligations covered by such performance bonds.

F-55

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

EVERTEC, LLC had outstanding letters of credit of $2.9 million at December 31, 2011 for which Popular provided collateral. EVERTEC, LLC entered into a reimbursement agreement with Popular to mirror Popular’s obligations. As a result, EVERTEC, LLC is required to indemnify Popular for losses, in case EVERTEC, LLC fails to honor these letters of credit.

Note 23—Commitments and Contingencies

The Company leases certain facilities and equipment under operating leases. Most leases contain renewal options for varying periods. Future minimum rental payments on such operating leases at December 31, 2011 are as follows:

(Dollar amounts in thousands)	Unrelated parties		Related party		Minimum future rentals
2012	$	762	$	4,089	$	4,851
2013		473		3,858		4,331
2014		374		3,973		4,347
2015		319		1,001		1,320
2016 and thereafter		317		—		317
	$	2,245	$	12,921	$	15,166

Certain lease agreements contain provisions for future rent increases. The total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is recorded as a deferred rent obligation. Total deferred rent obligation as of December 31, 2011 and 2010 amounted to $0.5 million and $0.3 million, respectively, and is included within the accounts receivable, net caption in the accompanying consolidated balance sheets.

Rent expense of office facilities and real estate for the year ended December 31, 2011, the period June 25, 2010 to December 31, 2010 and the nine months ended September 30, 2010 amounted to $7.9 million, $2.3 million and $6.6 million, respectively. Also, rent expense for telecommunications and other equipment for the year ended December 31, 2011, the period June 25, 2010 to December 31, 2010 and the nine months ended September 30, 2010 amounted to $7.7 million, $2.2 million and $5.6 million, respectively.

The legal entities within Holdings are defendants in a number of legal proceedings arising in the ordinary course of business. Based on the opinion of legal counsel, management believes that the final disposition of these matters will not have a material adverse effect on the business, results of operations or financial condition of the Company.

On a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For matters where it is probable that the Company will incur a loss and the amount can be reasonably estimated, an accrual for the loss is established. Once established, the accrual is adjusted as appropriate to reflect any relevant developments. For matters where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. Based on this process, the Company has identified certain claims where it is probable that it will incur a loss, but in the aggregate the loss would be minimal. For other claims, where the proceedings are in an initial phase, the Company is unable to estimate the range of possible loss for such legal proceedings. However, the Company at this time believes that any loss related to these latter claims will not be material.

Note 24—Segment Information

The Company operates in three business segments: payment processing, merchant acquiring and business solutions.

The merchant acquiring segment provides services that allow merchants to accept electronic methods of payment such as debit, credit, prepaid and EBT cards carrying the ATH, Visa, MasterCard, Discover and American Express brands. Services include, but is not limited to, terminal sales and deployment, front-end authorization processing, settlement and funding processing and customer support.

F-56

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The payment processing segment includes diversified suite of transaction processing products and services, including the ATH network and processing services, ATM management and monitoring, card processing, payment processing and electronic benefit transfer (“EBT”) services.

In September 2012, the Company renamed the transaction processing segment to payment processing segment. The change of name does not constitute a change in the segment composition.

The business solutions segment offers a full suite of business process management solutions in various product areas, such as core bank processing, network hosting management, IT consulting services, cash processing, item processing and fulfillment.

The Company’s business segments are organized based on the nature of products and services. The Chief Operating Decision Maker (“CODM”) reviews their separate financial information to assess performance and to allocate resources.

Management evaluates the operating results of each of its reportable segments based upon revenues and operating income. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by earnings. As such, segment assets are not disclosed in the notes to the accompanying consolidated and combined financial statements.

The following tables set forth information about the Company’s operations by its three business segments:

(Dollar amounts in thousands)	Merchant acquiring, net		Payment processing		Business solutions		Other			Total
Successor
Year ended December 31, 2011
Revenues	$	61,997	$	105,184	$	173,434	$	(19,493	)(1)	$	321,122
Income from operations		30,258		45,031		36,690		(49,464	)(2)		62,515
For the period June 25, 2010 to December 31, 2010
Revenues		14,789		26,680		46,586		(5,646	)(1)		82,409
Income from operations		5,959		12,088		9,561		(13,152	)(2)		14,456
Predecessor
Nine months ended September 30, 2010
Revenues	$	39,761	$	69,391	$	118,482	$	(12,614	)(1)	$	215,020
Income from operations		17,647		28,086		18,337		(8,721	)(2)		55,349

⁽¹⁾  Represents the elimination of intersegment revenues for services provided by the payment processing segment to merchant acquiring segment, and other miscellaneous intersegment revenues.

⁽²⁾  Represents Merger transaction related costs such as non-recurring compensation and benefits, transition costs, and incremental depreciation and amortization from purchase accounting adjustments and other miscellaneous intersegment revenues.

F-57

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

The reconciliation of income from operations to consolidated and combined net income (loss) is as follows:

	Successor						Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011			June 25, 2010 (Inception) to December 31, 2010			Nine months ended September 30, 2010
Segment income from operations
Merchant acquiring, net	$	30,258		$	5,959		$	17,647
Payment processing		45,031			12,088			28,086
Business solutions		36,690			9,561			18,337
Total segment income from operations		111,979			27,608			64,070
Merger related depreciation and amortization and other unallocated expenses (1)		(49,464	)		(13,152	)		(8,721	)
Income from operations	$	62,515		$	14,456		$	55,349
Interest (expense) income		(50,160	)		(13,318	)		290
Earnings of equity method investments		833			—			2,270
Other (expenses) income		(18,201	)		(36,164	)		2,276
Income tax benefit (expense)		29,227			14,450			(23,017	)
Net income (loss) from continuing operations	$	24,214		$	(20,576	)	$	37,168

⁽¹⁾  For the Successor periods primarily represents certain incremental depreciation and amortization expenses generated as a result of the merger non-recurring compensation and benefits expenses and professional fees. For the Predecessor period primarily represents the elimination of miscellaneous intersegment revenues for services provided by the Payment Processing segment.

The geographic segment information below is classified based on the geographic location of the Company’s subsidiaries:

	Successor				Predecessor
(Dollar amounts in thousands)	Year ended December 31, 2011		June 25, 2010 (Inception) to December 31, 2010		Nine months ended September 30, 2010
Revenues (1)
Puerto Rico	$	281,392	$	73,269	$	189,127
Caribbean		13,051		2,629		9,507
Latin America		26,679		6,511		16,386
Total revenues	$	321,122	$	82,409	$	215,020

⁽¹⁾  Revenues are based on subsidiaries’ country of domicile.

Major customers

For the year ended December 31, 2011, the period June 25, 2010 to December 31, 2010 and the nine months ended September 30, 2010, the Company had one major customer which accounted for approximately $156.2 million or 49%, $40.1 million or 49% and $106.1 million or 49%, respectively, of total revenues. See Note 22.

Our next largest customer, the Government of Puerto Rico, consolidating all individual agencies and public corporations, represented 11% of our total revenues for the year ended December 31, 2011, 11% for the period June 25, 2010 to December 31, 2010 and 10% for the nine months ended September 30, 2010.

F-58

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

Note 25—Subsequent Events

The Company evaluated subsequent events through the date that these audited financial statements were issued. There were no additional subsequent events requiring disclosure other than those disclosed below.

Tax Exemption. On October 19, 2012, our subsidiary EVERTEC, LLC was granted a tax exemption under the Tax Incentive Act No. 73 of 2008. Under this grant, EVERTEC, LLC will benefit from a preferential income tax rate on industrial development income, as well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico. The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and January 1, 2013 with respect to municipal and property tax obligations.

The grant establishes a base taxable income amount with respect to EVERTEC, LLC’s industrial development income, which amount will continue to be subject to the ordinary income tax rate under existing law. Applicable taxable income in excess of the established base taxable income amount will be subject to a preferential rate of 4%. The base taxable income amount will be ratably reduced over a four year period until such amount equals zero at which point all of EVERTEC, LLC’s applicable industrial development income will be taxed at the preferential rate of 4% for the remaining period of the grant. The grant also establishes a 90% exemption on certain real and property taxes and a 60% exemption on municipal taxes, in each case imposed on EVERTEC, LLC. In addition, distributions to stockholders by EVERTEC of the industrial development income will not be subject to Puerto Rico tollgate taxes.

The grant contains customary commitments, conditions and representations that EVERTEC, LLC will be required to comply with in order to maintain the grant. The more significant commitments include: (i) maintaining at least 750 employees in EVERTEC, LLC’s Puerto Rico data processing operations during 2012 and at least 700 employees for the remaining years of the grant; and (ii) investing at least $200 million in building, machinery, equipment or computer programs to be used in Puerto Rico during the effective term of the grant (to be made in $50 million increments over four year capital investment cycles). Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant or revocation of the grant in its entirety, which could result in EVERTEC, LLC or EVERTEC paying additional taxes or other payments relative to what such parties would be required to pay if the full benefits of the grant are available. In addition, the protection from Puerto Rican tollgate taxes on distributions to stockholders may be lost.

Certificate of Incorporation Amendment. In September 2012, EVERTEC, LLC amended its Certificate of Incorporation to change its name to EVERTEC Group, LLC. Also, Carib Holdings, LLC, EVERTEC, LLC’s direct parent, amended its Certificate of Incorporation to change its name to EVERTEC Intermediate Holdings, LLC and Carib Latam Holdings, Inc. amended its Certificate of Incorporation to change its name to EVERTEC, Inc.

Exchange Offer. On September 10, 2012, the Company announced the completion of the offer to exchange up to $40.0 million aggregate principal amount of their 11% senior notes due 2018 that have been registered under the Securities Act of 1933, as amended, for a like principal amount of their outstanding 11% senior notes due 2018.

Registration Statement. On July 27, 2012, the Registration Statement on Form S-4 related to the New Notes (as defined below) was declared effective by the Securities and Exchange Commission.

Dividend. On May 9, 2012, EVERTEC, LLC used the net proceeds from the incremental term loan described below and the New Notes, together with cash on hand, to pay a cash distribution of approximately $270.0 million to the stockholders of EVERTEC Inc., the Company’s direct parent. As a result of the dividend, on May 9, 2012, the board of directors of EVERTEC, Inc. approved an equitable adjustment to stock options previously granted pursuant to the Stock Incentive Plan in order to reduce the exercise price of the outstanding options granted under or subject to the terms of the Stock Incentive Plan by $7.41 per share.

Credit Agreement Amendment and Incremental Term Loan Facility. On May 9, 2012, EVERTEC, LLC entered into an amendment to the agreement governing its senior secured credit facilities to allow, among other things, a restricted payment in an amount not to exceed $270.0 million and certain adjustments to the financial covenant therein. In addition, EVERTEC, LLC borrowed an additional $170.0 million under a secured incremental term loan.

Consent Solicitation. On May 4, 2012, EVERTEC, LLC and EVERTEC Finance Corp. (“EVERTEC Finance”) obtained the requisite consents from holders of at least a majority of the aggregate principal amount of all outstanding Existing Notes (as defined below) on the record date of April 27, 2012, pursuant to their previously announced consent solicitation. As a result, on May 7, 2012, EVERTEC, LLC, EVERTEC Finance, certain subsidiaries of EVERTEC, LLC and the Trustee executed Supplemental Indenture No. 3

F-59

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

to the Indenture (as defined below) to provide EVERTEC, LLC with additional dividend capacity of up to $270.0 million (the “Proposed Amendment”). On May 9, 2012, EVERTEC, LLC paid an aggregate consent fee of approximately $2.8 million and, as a result, the Proposed Amendment became operative.

New Notes. On May 7, 2012, EVERTEC, LLC and EVERTEC Finance, as co-issuers, issued $40.0 million aggregate principal amount of 11% senior notes due 2018 (the “New Notes”) as “Additional Notes” under the Indenture pursuant to which $220.0 million aggregate principal amount of 11% senior notes due 2018 were originally issued on September 30, 2010 and $210.5 million principal amount were outstanding as of March 31, 2012 (the “Existing Notes”). The New Notes were issued pursuant to Supplemental Indenture No. 2 to the Indenture and were treated as a single class under the Indenture with the Existing Notes.

Tax Payment Agreement. On April 17, 2012, EVERTEC, LLC, Holdings and EVERTEC Inc. entered into a Tax Payment Agreement pursuant to which EVERTEC, LLC will be obligated to make certain payments to Holdings or EVERTEC, Inc. for taxable periods or portions thereof occurring on or after April 17, 2012. Under the Tax Payment Agreement, EVERTEC, LLC will make payments with respect to any and all taxes (including estimated taxes) imposed under the laws of Puerto Rico, the United States of America and any other jurisdiction or any political (including municipal) subdivision or authority or agency in Puerto Rico, the United States of America or such other jurisdiction, that would have been imposed on EVERTEC, LLC if EVERTEC, LLC had been a corporation for tax purposes of that jurisdiction, together with all interest and penalties with respect thereto (“Taxes”), reduced by taking into account any applicable net operating losses or other tax attributes of Holdings or EVERTEC, Inc. that reduce Holdings or EVERTEC, Inc.’s taxes in such period. For the avoidance of doubt, the Tax Payment Agreement provides that the payments thereunder shall not exceed the net amount of Taxes that Holdings and EVERTEC, Inc. actually owe to the appropriate taxing authority for a taxable period. Further, the Tax Payment Agreement provides that if Holdings or EVERTEC, Inc. receives a tax refund attributable to any taxable period or portion thereof occurring on or after the Effective Date, EVERTEC, Inc. shall be required to recalculate the payment for such period required to be made by EVERTEC, LLC to Holdings or EVERTEC, Inc. If the payment, as recalculated, is less than the amount of the payment EVERTEC, LLC already made to Holdings or EVERTEC, Inc. in respect of such period, Holdings or EVERTEC, Inc. shall promptly make a payment to EVERTEC, LLC in the amount of such difference.

Supplemental Indenture Regarding the Conversion. On April 17, 2012, EVERTEC, LLC, EVERTEC Finance, and Wilmington Trust, National Association, as trustee (the “Trustee”), entered into Supplemental Indenture No. 1 (the “First Supplemental Indenture”) to the indenture dated as of September 30, 2010 among EVERTEC, LLC, the guarantors named therein and the Trustee (as amended, the “Indenture”). Pursuant to the First Supplemental Indenture, (a) EVERTEC, LLC affirmed and, to the extent required under the Indenture, assumed its obligations following the Conversion as issuer under the Indenture and the 11% senior notes due 2018 issued thereunder, (b) EVERTEC Finance was added as a co-issuer under the Indenture and the senior notes, (c) the limitation on restricted payments covenant was amended to permit EVERTEC, LLC to make payments to its direct parent company, Holdings, and to Holding’s newly formed direct parent company and the EVERTEC, LLC’s indirect parent company, EVERTEC, Inc., pursuant to the Tax Payment Agreement so long as (i) EVERTEC, LLC is not in default under the Indenture, (ii) such payments are with respect to taxes imposed by Puerto Rico, the United States of America or by any other jurisdictions that EVERTEC, LLC would have been required to pay if it was a corporation instead of being treated as a partnership for tax purposes in those jurisdictions, reduced by taking into account the amount of any applicable net operating losses or other tax attributes of Holdings or EVERTEC, Inc. that reduce Holdings or EVERTEC, Inc.’s taxes in such period and (iii) the payments do not exceed the net amount of taxes that Holdings and EVERTEC, Inc. actually owe to the appropriate taxing authority for a taxable period and (d) the definitions of “Consolidated Net Income” and “Consolidated Taxes” were adjusted so that payments under the Tax Payment Agreement would reduce Consolidated Net Income and be treated as Consolidated Taxes even if they do not reduce Consolidated Net Income under GAAP. The First Supplemental Indenture also added a covenant that limits the ability of EVERTEC Finance to hold assets, incur Indebtedness or become liable for obligations, engage in business activities or consolidate, amalgamate or merge with or into or wind up into any person, subject in each case to certain exceptions.

Separately, following the execution of the First Supplemental Indenture, EVERTEC Finance also became a guarantor under EVERTEC, LLC’s senior secured credit facility in accordance with the terms thereof.

Reorganization. On April 17, 2012, EVERTEC, LLC was converted from a Puerto Rico corporation to a Puerto Rico limited liability company for the purpose of improving the consolidated tax efficiency of EVERTEC, LLC and its subsidiaries by taking advantage of recent changes to the PR Code that permit limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. Concurrent with the Conversion, Holdings was also converted from a Puerto Rico corporation to a Puerto Rico limited liability company. Prior to these conversions, EVERTEC, Inc. (previously Carib Holdings, LLC or Carib Holdings, Inc.) was

F-60

Carib Holdings, Inc. Notes to Consolidated (Successor) and

EVERTEC Business Group Combined (Predecessor) Financial Statements

formed in order to act as the new parent company of Holdings and its subsidiaries, including EVERTEC, LLC. EVERTEC, Inc., Holdings, AP Carib, Popular and each of the holders of then outstanding shares of Class B Non-Voting Common Stock of Holdings entered into a Stock Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) pursuant to which each of the then outstanding shares of common stock of Holdings was contributed to EVERTEC, Inc. in exchange for the same number and class of shares of common stock of EVERTEC, Inc. In addition, in accordance with the terms and conditions set forth in the Stock Contribution and Exchange Agreement, EVERTEC, Inc. assumed the Stock Incentive Plan and all of the outstanding equity awards issued thereunder or subject thereto. As a result, each of the then outstanding stock options to purchase shares of Holdings’ Class B Non-Voting Common Stock became a stock option to purchase the same number and class of shares of EVERTEC, Inc.’s Class B Non-Voting Common Stock, in each case on the same terms (including exercise price) as the original stock option. Similarly, each of the then outstanding shares of restricted stock of Holdings was converted into the same number of shares of restricted stock of EVERTEC, Inc. In addition, in connection with the Reorganization, EVERTEC, LLC formed a new wholly owned subsidiary, EVERTEC Finance, to act as co-issuer of the senior notes.

Management. Effective February 22, 2012, Felix Villamil was promoted to Vice Chairman of the Board and no longer serves as EVERTEC’s President and Chief Executive Officer (“CEO”). In connection with Mr. Villamil’s transition from President and CEO to Vice Chairman of the Board, EVERTEC and Mr. Villamil entered into a modification agreement and general release which provided for, among other things, a payment of $2.2 million, less applicable withholding taxes.

Effective February 22, 2012, our board of directors appointed Peter Harrington as EVERTEC’s President and CEO. On February 24, 2012, the Company also announced the promotion of Miguel Vizcarrondo from Senior Vice President to Executive Vice President now responsible for the Merchant Acquiring business and the ATH network.

F-61

Schedule I

Carib Holdings, Inc. Condensed Financial Statements

Parent Company Only

Condensed Balance Sheets

	December 31,
(Dollar amounts in thousands)	2011		2010
Assets
Current assets:
Cash	$	2,677	$	—
Deferred tax asset		8,294		—
Total current assets		10,971		—
Investment in subsidiaries, at equity		353,055		325,343
Long-term deferred tax asset		2,150		14,270
Total assets	$	366,176	$	339,613
Stockholder’s equity
Total stockholder’s equity	$	366,176	$	339,613

Condensed Statements of Income (Loss) and Comprehensive Income (Loss)

	Year ended			June 25, 2010 (Inception)
(Dollar amounts in thousands)	December 31, 2011			to December, 31 2010
Non-operating income (expenses)
Interest income	$	37		$	—
Earnings of equity method investments		28,004			2
Other expenses		—			(34,848	)
Total non-operating income (expenses)		28,041			(34,846	)
Income (loss) before income taxes		28,041			(34,846	)
Income tax expense (benefit)		3,827			(14,270	)
Net income (loss)		24,214			(20,576	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(1,176	)		(142	)
Total comprehensive income (loss)	$	23,038		$	(20,718	)

F-62

Schedule I

Carib Holdings, Inc. Condensed Financial Statements

Parent Company Only

Condensed Statements of Cash Flows

	Year ended		June 25, 2010 (Inception)
(Dollar amounts in thousands)	December 31, 2011		to December 31, 2010
Cash flows from operating activities	$	36	$	—
Cash flows from financing activities
Issuance of common stock		2,641		—
Net cash provided by financing activities		2,641		—
Net increase in cash		2,677		—
Cash at beginning of the period		—		—
Cash at end of the period	$	2,677	$	—
Supplemental disclosure of non-cash activities:
Shares exchanged	$	—	$	360,331

F-63

        Shares

EVERTEC, Inc.

Common Stock

PROSPECTUS

Goldman, Sachs & Co.

J.P. Morgan

            , 2013

Until             , 2013 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated fees and expenses, other than underwriting discounts, paid or payable by the registrant in connection with the issuance and distribution of the common stock. All amounts are estimates except for the SEC registration, Financial Industry Regulatory Authority, Inc. and stock exchange and listing fees.

SEC registration fee	13,640
Stock exchange filing fee and listing fee	*
Transfer agent and registrar fees	*
Printing and engraving costs	*
Legal fees and expenses	*
Accountants’ fees and expenses	*
Financial Industry Regulatory Authority, Inc. filing fee	15,500
Miscellaneous	*
Total	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers

Article 1.02(b)(6) of the Puerto Rico General Corporation Law of 1995, as amended (the “PR-GCL”), provides that a corporation may include in its certificate of incorporation a provision eliminating or limiting the personal liability of members of its board of directors or governing body for breach of a director’s fiduciary duty of care. However, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an unlawful stock repurchase or redemption or obtaining an improper personal benefit. Section 9.1 of our Certificate of Incorporation contains such a provision.

Article 4.08 of the PR-GCL authorizes a Puerto Rico corporation to indemnify its officers and directors against liabilities arising out of pending or threatened actions, suits or proceedings to which such officers and directors are or may be made parties by reason of being officers or directors. Such rights of indemnification are not exclusive of any other rights to which such officers or directors may be entitled under any by-law, agreement, vote of stockholders or otherwise.

Article 2.02(n) of the PR-GCL states that every corporation created under the provisions of the PR-GCL shall have the power to reimburse to all directors and officers or former directors and officers the expenses which necessarily or in fact were incurred with respect to the defense in any action, suit or proceeding in which such persons, or any of them, are included as a party or parties for having been directors or officers of one or another corporation, pursuant to and subject to the provisions of Article 4.08 of the PR-GCL described above.

Section 9.2 of our Certificate of Incorporation and Section 8.1 of our Bylaws provides that our directors, officers, employees and agents shall be indemnified to the fullest extent authorized by the PR-GCL against expenses and certain other liabilities arising out of legal action brought or threatened against them for their conduct on our behalf, provided that each such person acted in good faith and in a manner that he or she reasonably believed was in or not opposed to our best interests. Indemnification by us is available in a criminal action only if such person had no reasonable cause to believe that his or her conduct was unlawful.

Section 8.2 of our Bylaws provides that we will pay expenses incurred in defending any proceeding covered by Section 8.1 of our Bylaws in advance of the final disposition of such proceeding; provided, that if the PR-GCL requires, we may first require an undertaking by or on behalf of any person covered by Section 9.2 to repay such amounts, if it is ultimately determined that he is not entitled to be indemnified by us.

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Section 8.5 of our Bylaws provides that we may maintain insurance covering certain liabilities of our officers, directors, employees and agents, whether or not we would have the power or would be required under the PG-GCL to indemnify them against such liabilities. We maintain a directors’ and officers’ liability insurance policy.

Item 15. Recent Sales of Unregistered Securities

Set forth below is certain information regarding securities issued by the registrant during the last three years in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), including the consideration, if any, received by the registrant for such issuances.

On April 17, 2012, in connection with its incorporation, the registrant issued 18,376,893 shares of its Class A Common Stock to Apollo and 17,656,231 shares of its Class A Common Stock to Popular in exchange for all of the Apollo’s and Popular’s right, title and interest in and to their respective shares of common stock of Holdings. In addition, the registrant assumed the Equity Incentive and all of the outstanding equity awards issued thereunder or subject thereto. The registrant also issued 301,840 shares of its Class B Non-Voting Common Stock to certain directors and key employees in exchange for all of such persons’ right, title and interest in and to their shares of Class B Non-Voting Common Stock of Holdings. In addition, the registrant issued 56,906 restricted shares of Class B Non-Voting Common Stock to Felix Villamil and 14,646 restricted shares of Class B Non-Voting Common Stock to Peter Harrington, which restricted shares remain subject to the terms and conditions set forth in the applicable restricted stock agreements described under “Management —Executive Compensation”.

On August 1, 2012, the registrant issued 16,556 shares of its Class B Non-Voting Common Stock and 150,000 options to purchase shares of its Class B Non-Voting Common Stock to Philip E. Steurer in connection with his appointment as EVERTEC’s executive vice president and chief operating officer.

None of these transactions involved any underwriters or any public offerings. Each of these transactions was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act or Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the registrant or any person acting on its behalf; the recipient of our securities agreed that the securities would be subject to the standard restrictions applicable to a private placement of securities under applicable state and federal securities laws; and appropriate legends were affixed to the certificates issued in such transactions.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

(b) Financial Statement Schedules

All financial statement schedules are omitted because they are inapplicable, not required or the information has been disclosed elsewhere in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for

II-2

indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertake:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico on the 6^th day of February, 2013.

EVERTEC, INC.
By:	/s/ Peter Harrington
	Peter Harrington
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Peter Harrington, Juan J. Román, Luisa Wert Serrano and Scott I. Ross, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Peter Harrington Peter Harrington	President and Chief Executive Officer (Principal Executive Officer)	February 6, 2013
/s/ Juan J. Román Juan J. Román	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 6, 2013
/s/ Marc E. Becker Marc E. Becker	Chairman of the Board and Director	February 6, 2013
/s/ Félix M. Villamil Félix M. Villamil	Vice Chairman of the Board and Director	February 6, 2013
/s/ Jorge Junquera Jorge Junquera	Director	February 6, 2013
/s/ Nathaniel J. Lipman Nathaniel J. Lipman	Director	February 6, 2013
/s/ Matthew H. Nord Matthew H. Nord	Director	February 6, 2013
/s/ Richard L. Carrión Rexach Richard L. Carrión Rexach	Director	February 6, 2013
/s/ Néstor O. Rivera Néstor O. Rivera	Director	February 6, 2013
/s/ Scott I. Ross Scott I. Ross	Director	February 6, 2013
/s/ Thomas M. White Thomas M. White	Director	February 6, 2013

EXHIBIT INDEX

Exhibit No.	Description
1.1**	Form of Underwriting Agreement
2.1	Agreement and Plan of Merger, dated June 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisitions, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File No. 001-34084)
2.2	Amendment to the Agreement and Plan of Merger, dated August 5, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 2.2 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
2.3	Second Amendment to the Agreement and Plan of Merger, dated August 8, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on August 12, 2010, File No. 001-34084)
2.4	Third Amendment to the Agreement and Plan of Merger, dated September 15, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on September 21, 2010, File No. 001-34084)
2.5	Fourth Amendment to the Agreement and Plan of Merger, dated September 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
3.1*	Amendment to Certificate of Incorporation of Carib Latam Holdings, Inc.
3.2**	Form of Amended and Restated Certificate of Incorporation of EVERTEC, Inc.
3.3**	Form of Amended and Restated Bylaws of EVERTEC, Inc.
4.1	Indenture, dated as of September 30, 2010, among EVERTEC Group, LLC, the guarantors party thereto and Wilmington Trust FSB, as trustee. (incorporated by reference to Exhibit 4.1 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
4.2	Supplemental Indenture No. 1, dated as of April 17, 2012, among EVERTEC Group, LLC, EVERTEC Finance Corp. and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)
4.3	Supplemental Indenture No. 2, dated as of May 7, 2012, among EVERTEC Group, LLC, EVERTEC Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed on May 10, 2012, File No. 333-173504)
4.4	Supplemental Indenture No. 3, dated as of May 7, 2012, among EVERTEC Group, LLC, EVERTEC Finance Corp., the guarantors party thereto and Wilmington Trust, National Association. (incorporated by reference to Exhibit 4.3 of Current Report on Form 8-K filed on May 10, 2012, File No. 333-173504)
4.5	Registration Rights Agreement, dated as of September 30, 2010, by and among EVERTEC Group, LLC, the guarantors party thereto and Banc of America Securities LLC, as representative of the initial purchasers. (incorporated by reference to Exhibit 4.2 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
4.6	Registration Rights Agreement, dated as of May 7, 2012, by and among EVERTEC Group, LLC, EVERTEC Finance Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers. (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K filed on May 10, 2012, File No. 333-173504)
4.7	Form of 11% Senior Note due 2018 (included in the Indenture filed as Exhibit 4.1 to Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
4.8	Stockholder Agreement, dated April 17, 2012, among EVERTEC, Inc. and the holders party thereto. (incorporated by reference to Exhibit 99.1 of Popular, Inc.’s Current Report on Form 8-K filed on April 23, 2012, File No. 001-34084).

EX-I

Exhibit No.	Description
4.9**	Form of common stock certificate of EVERTEC, Inc.
5.1**	Opinion of Goldman Antonetti & Córdova, LLC re: legality
8.1**	Opinion of Akin Gump Strauss Hauer & Feld LLP re: tax matters
8.2**	Opinion of Goldman Antonetti & Córdova, LLC re: tax matters
10.1	Credit Agreement, dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. (incorporated by reference to Exhibit 10.1 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.2	Amendment No. 1, dated as of March 3, 2011, to Credit Agreement, dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. (incorporated by reference to Exhibit 10.2 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.3	Amendment No. 2, dated as of May 9, 2012, to Credit Agreement, dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed on May 10, 2012, File No. 333-173504)
10.4	Incremental Assumption Agreement, dated as of May 9, 2012, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed on May 10, 2012, File No. 333-173504)
10.5	Guarantee Agreement dated as of September 30, 2010, by and among EVERTEC Group, LLC, the loan parties identified on the signature pages thereof and Bank of America, N.A. as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.3 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.6	Collateral Agreement dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC, each subsidiary of EVERTEC Group, LLC identified therein and Bank of America, N.A. as collateral agent. (incorporated by reference to Exhibit 10.4 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.7	Amended and Restated Master Service Agreement, dated as of September 30, 2010, among Popular, Inc. Banco Popular de Puerto Rico and EVERTEC Group, LLC (incorporated by reference to Exhibit 99.1 of Popular, Inc.’s Current Report on Form 8-K filed on October 14, 2011, File No. 001-34084)
10.8	Technology Agreement, made and entered into as of September 30, 2010, by and between Popular, Inc. and EVERTEC Group, LLC (incorporated by reference to Exhibit 99.4 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
10.9	Amended and Restated Independent Sales Organization Sponsorship and Services Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC Group, LLC (incorporated by reference to Exhibit 10.7 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.10	IP Purchase and Sale Agreement, dated June 30, 2010, by and between Popular, Inc. (and Affiliates and Subsidiaries) and EVERTEC Group, LLC (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File. No. 001-34084)
10.11	Consulting Agreement dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC and Apollo Management VII, L.P. (the “Apollo Consulting Agreement”) (incorporated by reference to Exhibit 10.9 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.12	Consulting Agreement dated as of September 30, 2010, among EVERTEC Intermediate Holdings, LLC, EVERTEC Group, LLC and Popular, Inc. (the “Popular Consulting Agreement”) (incorporated by reference to Exhibit 10.10 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)

EX-II

Exhibit No.	Description
10.13	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Felix M. Villamil Pagani. (incorporated by reference to Exhibit 10.11 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.14	Promissory Note and Forgivable Loan, Stock Pledge Agreement, dated as of September 29, 2010, between EVERTEC Group, LLC and Félix M. Villamil. (incorporated by reference to Exhibit 10.12 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.15	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Luis O. Abreu. (incorporated by reference to Exhibit 10.13 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.16	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Carlos J. Ramírez. (incorporated by reference to Exhibit 10.14 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.17	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Luis G. Alvarado. (incorporated by reference to Exhibit 10.15 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.18	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Jorge R. Hernandez. (incorporated by reference to Exhibit 10.16 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.19	EVERTEC, Inc. Amended and Restated 2010 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)
10.20	Subscription Agreement, dated as of April 5, 2011, by and between EVERTEC Intermediate Holdings, LLC and Thomas M. White 2006 Trust. (incorporated by reference to Exhibit 10.21 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.21	Subscription Agreement, dated as of February 11, 2011, by and between EVERTEC Intermediate Holdings, LLC and Luis O. Abreu. This Agreement is one of six substantially identical subscription agreements and includes a schedule which identifies material details in which each agreement differs from the one that is filed herewith. (incorporated by reference to Exhibit 10.22 of Registration Statement on Form S-4 filed on April 14, 2011, File No. 333-173504)
10.22	Agreement, dated as of June 29, 2011, by and among EVERTEC Group, LLC, EVERTEC Intermediate Holdings, LLC and Luis O. Abreu and Ileana Gonzalez. (incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q filed on August 15, 2011, File No. 333-173504)
10.23	Employment Agreement, dated as of June 30, 2011, by and between EVERTEC Group, LLC and Juan Jose Román-Jiménez. (incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q filed on August 15, 2011, File No. 333-173504)
10.24	Subscription Agreement, dated as of June 30, 2011, by and between EVERTEC Intermediate Holdings, LLC and Juan Jose Román-Jiménez. (incorporated by reference to Exhibit 10.3 of Quarterly Report on Form 10-Q filed on August 15, 2011, File No. 333-173504)
10.25	Employment Agreement, dated as of February 22, 2012, by and between EVERTEC Group, LLC and Peter Harrington. (incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.26	Subscription Agreement, dated as of February 22, 2012, by and between EVERTEC Intermediate Holdings, LLC and Peter Harrington. (incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.27	Amended and Restated Restricted Stock Agreement, dated as of April 17, 2012, by and between EVERTEC, Inc. and Peter Harrington. (incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)

EX-III

Exhibit No.	Description
10.28	Amended and Restated Restricted Stock Agreement, dated as of April 17, 2012, by and between EVERTEC, Inc. and Felix M. Villamil Pagani. (incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)
10.29	Confidential Modification Agreement and General Release, dated as of February 24, 2012, by and between EVERTEC Group, LLC, EVERTEC Intermediate Holdings, LLC, Felix M. Villamil Pagani and Lourdes Duran. (incorporated by reference to Exhibit 10.3 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.30	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Peter Harrington. (incorporated by reference to Exhibit 10.4 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.31	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Felix M. Villamil Pagani. (incorporated by reference to Exhibit 10.5 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.32	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Juan Jose Román-Jimenez. (incorporated by reference to Exhibit 10.6 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.33	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Carlos J. Ramírez. (incorporated by reference to Exhibit 10.7 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.34	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Luis G. Alvarado. (incorporated by reference to Exhibit 10.8 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.35	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Jorge Hernandez.
10.36	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Miguel Vizcarrondo. (incorporated by reference to Exhibit 10.9 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.37	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Miguel Vizcarrondo. (incorporated by reference to Exhibit 10.10 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.38	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Nathaniel Lipman. (incorporated by reference to Exhibit 10.11 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.39	EVERTEC, Inc. Amended and Restated Stock Option Agreement, dated as of May 9, 2012, by and between EVERTEC, Inc. and Thomas M. White 2006 Trust. (incorporated by reference to Exhibit 10.12 of Quarterly Report on Form 10-Q filed on May 15, 2012, File No. 333-173504)
10.40	Tax Payment Agreement, dated as of April 17, 2012, by and among EVERTEC, Inc., EVERTEC Intermediate Holdings, LLC and EVERTEC Group, LLC (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)
10.41	Stock Contribution and Exchange Agreement, dated as of April 17, 2012, by and among EVERTEC Intermediate Holdings, LLC, EVERTEC, Inc., and the holders shares of common stock of EVERTEC Intermediate Holdings, LLC party thereto. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed on April 18, 2012, File No. 333-173504)
10.42	Employment Agreement, dated as of August 1, 2012, by and between EVERTEC Group, LLC and Philip E. Steurer. (incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q filed on August 14, 2012, File No. 333-173504)
10.43	Stock Option Agreement, dated as of August 1, 2012, by and between EVERTEC, Inc. and Philip E. Steurer. (incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q filed on August 14, 2012, File No. 333-173504)
10.44	Subscription Agreement, dated as of August 1, 2012, by and between EVERTEC, Inc. and Philip E. Steurer. (incorporated by reference to Exhibit 10.3 of Quarterly Report on Form 10-Q filed on August 14, 2012, File No. 333-173504)

EX-IV

Exhibit No.	Description
10.45**	Form of Termination Agreement for Apollo Consulting Agreement.
10.46**	Form of Termination Agreement for Popular Consulting Agreement.
10.47**	Form of Amendment to Stockholder Agreement.
10.48	Amended and Restated ATH Network Participation Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC Group, LLC and service riders related thereto. †
10.49	ATH Support Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC Group, LLC. †
10.50	Amended and Restated TicketPop Services Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC Group, LLC. †
10.51	Venezuela Transition Service Agreement, dated as of September 29, 2010, among EVERTEC Group, LLC, EVERTEC de Venezuela, C.A. and Popular Group, LLC. †
10.52	First Amendment to Venezuela Transition Service Agreement, dated as of July 1, 2011, among EVERTEC Group, LLC, EVERTEC de Venezuela, C.A. and Popular, Inc. †
10.53	Second Amendment to Venezuela Transition Service Agreement, dated as of March 9, 2012, among EVERTEC Group, LLC, EVERTEC de Venezuela, C.A. and Popular, Inc. †
10.54	Virgin Islands Services Agreement, dated as of September 15, 2010, by and between EVERTEC Group, LLC and Banco Popular de Puerto Rico.
10.55	Master Lease Agreement, dated as of April 1, 2004, by and between EVERTEC Group, LLC and Banco Popular de Puerto Rico.
10.56	First Amendment to Master Lease Agreement, dated as of January 1, 2006, by and between EVERTEC Group, LLC and Banco Popular de Puerto Rico.
10.57	Second Amendment to Master Lease Agreement, dated as of April 23, 2010, by and between EVERTEC Group, LLC and Banco Popular de Puerto Rico.
10.58	Third Amendment to Master Lease Agreement, dated as of September 30, 2010, by and between EVERTEC Group, LLC and Banco Popular de Puerto Rico.
10.59	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC Group, LLC and Miguel Vizcarrondo.
10.60	Amendment to Employment Agreement, dated as of February 22, 2012, by and between EVERTEC Group, LLC and Miguel Vizcarrondo.
21.1**	Subsidiaries of EVERTEC, Inc.
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accountants.
23.2**	Consent of Goldman Antonetti & Córdova, P.S.C. (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.3**	Consent of Akin Gump Strauss Hauer & Feld, LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement).
23.4**	Consent of Goldman Antonetti & Córdova, P.S.C. (included in the opinion filed as Exhibit 8.2 to this Registration Statement).
24.1	Powers of Attorney of Directors and Officers of the registrant (included on signature pages to this Registration Statement).

* Previously filed

** To be filed by amendment

† Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

EX-V

EX-10.35

Exhibit 10.35

EXECUTION VERSION

CARIB LATAM HOLDINGS, INC.

AMENDED AND RESTATED

2010 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT, made as of this 9th day of May, 2012, by and between Carib Latam Holdings, Inc. (the “Company”) and the grantee whose name appears on the signature page hereto (the “Participant”).

W I T N E S S E T H:

WHEREAS, pursuant to the Carib Holdings, Inc. 2010 Equity Incentive Plan and a Stock Option Agreement (the “Prior Agreement”), dated as of February 11, 2011 (the “Date of Grant”), Carib Holdings, Inc. (“Holdings”) previously granted the Participant options to purchase shares of non-voting Class B Common Stock of Holdings (“Holdings Class B Shares”);

WHEREAS, in connection with a corporate reorganization, (i) Holdings became a wholly-owned subsidiary of the Company, (ii) all of the issued and oustanding Holdings Class B Shares were contributed to the Company, (iii) the Company assumed the Carib Holdings, Inc. 2010 Equity Incentive Plan and all options issued thereunder or subject to the terms thereof and (iv) the Carib Holdings, Inc. 2010 Equity Incentive Plan was renamed the Carib Latam Holdings, Inc. Amended and Restated 2010 Equity Incentive Plan (the “Plan”);

WHEREAS, on May 9, 2012, the Company paid a dividend to its stockholders of $7.41 per share;

WHEREAS, the Board has determined that it is necessary and appropriate to adjust the exercise price of the options pursuant to Section 12 of the Plan by reducing the original per share exercise price by the per share amount of the dividend; and

WHEREAS, the Company and the Participant desire to amend and restate the Prior Agreement in order to reflect the foregoing.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the right and option (the right to purchase any one Common Share hereunder being an “Option”) to purchase from the Company, non-voting Common Shares pursuant to the Tranche A Options (“Tranche A Options”), Tranche B Options (“Tranche B Options”) and Tranche C Options (“Tranche C Options”) at a price per share (the “Option Price”) and in the amounts set forth on the signature page hereto (the “Option Shares”). The Options granted hereunder shall expire ten (10) years following the Date of Grant.

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2. Vesting.

(a) General. Subject to the terms and conditions set forth herein and the Plan, the Participant will become vested in the Options as follows: (i) Tranche A Options will vest in five equal installments, the first one of which vests on September 30, 2011 and thereafter on 30 of each year for the next four years until September 30, 2015, (ii) Tranche B Options will vest at such time as the Investor IRR equals or exceeds 25% based on cash proceeds received by the Investor, and (iii) Tranche C Options will vest at such time as the Investor IRR equals or exceeds 30%; provided, that, the Participant is then employed by the Company or an Affiliate.

(b) Change in Control. In the event of a Change in Control, any Tranche A Options that have not become vested at the time of such Change in Control shall become vested on the first anniversary of such Change in Control (or, if earlier, in accordance with their original vesting terms as set forth in Section 2(a) above); provided, that in the event the Participant’s employment with the Company is terminated by the Company without Cause prior to such first anniversary date, such Tranche A Options shall automatically become vested prior to the date of such termination. Except to the extent Section 2(d) below shall apply, any Tranche B Options and Tranche C Options that have not vested prior to, or become vested at the time of, a Change in Control shall continue to be subject to vesting in accordance with the terms of this Agreement.

(c) Initial Public Offering. In the event of an initial Public Offering, all Options shall remain outstanding and continue to vest in accordance with their original vesting terms as set forth in Section 2(a) above.

(d) Complete Disposition of Investor Investment. Any Tranche B Options and Tranche C Options that have not vested prior to, or become vested at the time that, the Investor Investment has been fully disposed of by all Investors shall be cancelled for no consideration.

3. Exercisability.

(a) General. To the extent vested in accordance with Section 2 above, the Options shall only become exercisable from and after the earlier of the occurrence of (i) a Change in Control and (ii) an initial Public Offering.

(b) Change in Control: In the event of a Change in Control, the Options shall become exercisable, to the extent vested in accordance with Section 2 above, and the Company may provide that some or all of the Options be automatically exercised on a cashless basis in connection with such Change in Control and the Participant shall be entitled to receive the excess of (i) the per share consideration to be paid in connection with such Change in Control transaction (whether in cash, stock or otherwise) and (ii) the Option Price; provided, that any Option for which the Option Price exceeds the amount in clause (i) may be cancelled for no consideration.

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4. Post-Termination Exercisability.

(a) Any Termination. Except as provided with respect to Tranche A Options in connection with a termination without Cause within one year following a Change in Control, unvested Options shall be cancelled for no consideration upon a termination for any reason.

(b) For Cause. Upon a termination for Cause, all Options terminate, including vested Options.

(c) Vested and Exercisable. To the extent the Options were vested and exercisable at the time of the Participant’s termination of employment, the Options shall remain exercisable during the following post-termination periods:

(i) Death/Disability: Earlier of (A) one (1) year following such termination and (B) the expiration of the Option Term.

(ii) All Other Terminations: Earlier of (A) ninety (90) days following such termination and (B) the expiration of the Option Term.

(d) Vested and Not Exercisable. To the extent the Options were vested but were not exercisable at the time of the Participant’s termination of employment, the Options shall be eligible to become exercisable and remain exercisable during the following post-termination periods:

(i) Death/Disability: Later of (A) one (1) year following such termination and (B) thirty (30) days following the occurrence of a Change in Control or an initial Public Offering but, in each case, no event later than the day prior to the expiration of the Option Term.

(ii) All Other Terminations: Later of (A) ninety (90) days following such termination and (B) thirty (30) days following the occurrence of a Change in Control or an initial Public Offering but, in each case, no event later than the day prior to the expiration of the Option Term.

(iii) If a Change in Control or an initial Public Offering has not occurred prior to the expiration of the Option Term, the Options shall expire without becoming exercisable.

5. Method of Exercising Option.

(a) Payment of Option Price. Options, to the extent vested, may be exercised, in whole or in part, by giving written notice of exercise to the Company specifying the number of Common Shares to be purchased. Such notice shall be accompanied by the payment in full of the aggregate Option Price. Such payment shall be made: (i) in cash or by check, bank draft or money order payable to the order of the Company, (ii) through a cashless exercise whereby the Company reduces the number of Common Shares issuable upon exercise with a value equal to the aggregate Option Price and withholding obligation, (iii) solely to the extent permitted by applicable law, if the Common Shares are then traded on an established securities exchange or system in the United States, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the aggregate Option Price or (iv) on such other terms and conditions as the Committee may permit, in its sole discretion.

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(b) Tax Withholding. At the time of exercise, the Participant shall pay to the Company such amount as the Company deems necessary to satisfy its obligation, if any, to withhold federal, state or local income or other taxes incurred by reason of the exercise of Options granted hereunder. Such payment shall be made: (i) in cash, (ii) by having the Company withhold from the delivery of Common Shares for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the minimum withholding obligation, (iii) by delivering Common Shares owned by the holder of the Option that are Mature Shares, or (iv) by a combination of any such methods. For purposes hereof, Common Shares shall be valued at Fair Market Value.

6. Issuance of Shares. Except as otherwise provided in the Plan, as promptly as practical after receipt of such written notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Participant the number of Option Shares with respect to which Options have been so exercised (less shares withheld for payment of the Option Price and/or in satisfaction of tax withholding obligations, if any), and shall deliver to the Participant a certificate or certificates therefor, registered in the Participant’s name.

7. Repurchase.

(a) In the event of the termination of the Participant’s employment by the Company for Cause, the Company shall have the right, but not the obligation, to repurchase any or all Common Shares acquired by the Participant upon exercise of the Options at a price per Common Share equal to the lesser of (i) the Option Price or (ii) the per share Fair Market Value as of the time of such repurchase.

(b) In the event of the termination for any other reason prior to an initial Public Offering, the Company shall have the right, but not the obligation, to repurchase any or all Common Shares acquired by the Participant upon exercise of the Options that have been held by the Participant for at least six months at the time of such repurchase at a price per Common Share equal to the per share Fair Market Value.

8. Stockholder Agreement. Notwithstanding anything herein to the contrary, in no event will Common Shares be delivered upon exercise of the Options unless and until the Participant executes an Adoption Agreement pursuant to which Participant will become bound by the terms and conditions set forth in that certain Stockholder Agreement, dated April 17, 2012, by and among the Company and the stockholders of the Company, including those terms and conditions applicable to Management Holders (as defined therein), which in all events shall be within thirty (30) days following exercise of the Options.

9. Non-Transferability. Except as otherwise permitted in accordance with Section 15(b) of the Plan, the Options are not transferable by the Participant otherwise than to a designated beneficiary upon death or by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by him/her (or his or her legal representative in

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the event of incapacity). No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.

10. Rights as Shareholder. The Participant or a transferee of the Options shall have no rights as shareholder with respect to any Option Shares until he shall have become the holder of record of such shares, and no adjustment shall be made for dividends or distributions or other rights in respect of such Option Shares for which the date on which shareholders of record are determined for purposes of paying cash dividends on Common Shares is prior to the date upon which he/she shall become the holder of record thereof.

11. Adjustments. In the event of any adjustment pursuant to Section 12 of the Plan that would adversely affect the value of the Options granted hereunder or cause such Options to become subject to Section 409A of the Code, such adjustment may only be made with the Participant’s written consent, which consent shall not be unreasonably withheld.

12. Compliance with Law. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he/she will not exercise the Options, and that the Company will not be obligated to issue or transfer any shares to the Participant hereunder, if the exercise hereof or the issuance or transfer of such shares shall constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive.

13. Notice. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to him at his address as recorded in the records of the Company.

14. Non-Qualified Stock Options. The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

15. Binding Effect. Subject to Section 9 hereof, this Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

16. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Puerto Rico without regard to its conflict of law principles.

17. Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan.

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18. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be binding on the Company and the Participant.

19. No Right to Continued Employment. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Participant’s employment.

20. Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

21. Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

22. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

23. Entire Agreement. This Agreement contains the complete understanding of theparties with respect to the subject matter hereof and supercede all prior agreements and understandings, including, without limitation, the Prior Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

CARIB LATAM HOLDINGS, INC.
By:	/s/ Peter Harrington
Name:	Peter Harrington
Title:	President and Chief Executive Officer
PARTICIPANT
By:	/s/ Jorge R. Hernández
Name:	Jorge R. Hernández

	Number of Options		Option Price
Tranche A Options		58,432	$	2.59 per share
Tranche B Options		58,432	$	2.59 per share
Tranche C Options		58,432	$	2.59 per share

[Signature Page to Option Agreement – Hernández]

EX-10.48

Exhibit 10.48

EXECUTION VERSION

AMENDED AND RESTATED ATH NETWORK PARTICIPATION AGREEMENT

This Amended and Restated ATH Network Participation Agreement (the “Agreement”) is dated as of this September 30, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO, a bank organized and existing under the laws of the Commonwealth of Puerto Rico (“BPPR”) and EVERTEC, Inc. (“EVERTEC”), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico.

WITNESSETH

WHEREAS, EVERTEC is the owner and operator of the electronic funds transfer system known as the ATH Network in which eligible financial institutions (“Participants”) participate for the interchange of transactions;

WHEREAS, EVERTEC has entered into individual and separate agreements with Participants (a) for the sharing of POS and ATM terminals among all other Participants in the ATH Network, (b) for performing certain switch operation services necessary to effect certain selected electronic fund transfer and other transactions at Participants’ POS and ATM terminals throughout the ATH Network, and (c) for the use of the Licensed Marks to describe the common usage of the ATH Network, Participants’ terminals and Participants’ debit cards issued for use within the ATH Network;

WHEREAS, EVERTEC has granted BPPR’s cardholders access to the ATH Network pursuant to the terms and conditions of the Agreement, dated March 1, 2000 (the “2000 ATH Network Agreement”), by and between GM Group, Inc. (predecessor-in-interest to EVERTEC) and BPPR;

WHEREAS, the parties desire to amend and restate the 2000 ATH Network Agreement in order (i) to update the description of services provided to BPPR by EVERTEC under the 2000 ATH Network Agreement and the riders thereto (the “2000 Service Riders”) and (ii) for EVERTEC to continue to grant BPPR’s cardholders access to the ATH Network pursuant to the terms of this Agreement and the Operating Rules;

WHEREAS, EVERTEC wishes to grant, and BPPR wishes to obtain, a license for the use of the Licensed Marks in connection with BPPR’s participation in the ATH Network.

NOW, THEREFORE, in consideration of the payments to be made and services to be performed hereunder, upon the terms and subject to the conditions set forth in this Agreement and intending to be legally bound, the parties hereto agree to the following terms and conditions:

ARTICLE ONE – DRAFTING OF THE AGREEMENT

1.1. Definitions. Terms (capitalized or otherwise) that are used herein but not otherwise defined herein will have the meanings set forth in the Operating Rules and Exhibit A to this Agreement.

1.2. Plural, Successors, Assignees, Gender, Days. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and vice versa; references to any Person include such Person’s permitted successors and assignees; references to one gender, masculine, feminine, or neuter, include all genders; the term “day” refers to a calendar day, “including” is not limited but is inclusive; the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, article, paragraph, section, and/or a subsection, unless otherwise specified.

1.3. Interpretation.

a) The general terms and conditions of this Agreement and the Exhibits, Addenda, Schedules and Riders made a part hereof from time to time will be interpreted as a single document. However, in the event of a conflict between the general terms and conditions of this Agreement and the terms of any Exhibit, Addendum, Schedule or Rider hereto, then the terms of the Schedules, Addenda, Exhibits and Riders will prevail and control the interpretation of the Agreement with respect to the subject matter of the applicable Schedules, Addenda, Exhibits and/or Riders. Furthermore, in the event of any conflict or inconsistency between this Agreement and any other document referenced hereto, regarding the interpretation of the terms of this Agreement, this Agreement together with its Schedules, Addenda, Exhibits and Riders will prevail and control.

b) Notwithstanding the foregoing, in the event of a conflict or inconsistency between the terms of this Agreement or any Exhibit, Addendum, Schedule, or Rider hereto on the one hand and the Operating Rules on the other hand, the Operating Rules will prevail and control.

1.4. Headings. The headings used in this Agreement are inserted for purposes of convenience of reference only and will not limit or define the meaning of any provisions of this Agreement.

1.5. Language. This Agreement has been executed in the English language and all Schedules, Addenda, Exhibits and Riders to this Agreement shall be in English.

ARTICLE TWO – THE SERVICES

2.1 General. EVERTEC will provide the Standard Services (as that term is defined below) to BPPR set forth herein and more fully described in the Operating Rules. Furthermore, the Operating Rules describe certain optional services where BPPR must “opt-in” to receive such optional services (the “Optional Services” and together with the “Standard Services,” the “Services”). BPPR may indicate its decision to “opt-in” to an Optional Service by requesting the addition of the Optional Service and the corresponding fees to Schedule F; provided, that for certain Optional Services, EVERTEC and BPPR will also execute a separate rider to this Agreement (each a “Service Rider”) setting forth the mutually agreed upon terms and conditions for such Optional Services. Each such Service Rider will be incorporated and, to the extent not incompatible, will be subject to the terms and conditions of this Agreement. Except as otherwise provided herein, nothing herein will be interpreted as imposing an obligation upon EVERTEC to develop new services, or upon BPPR to acquire any additional services from EVERTEC.

2.2 Description.

a) Standard Services. EVERTEC will provide the following services to BPPR in accordance with this Agreement and the Operating Rules (collectively, the “Standard Services”):

i. Authorization Services – The ATH Network will forward BPPR’s Terminal Participant transactions to the Issuer Participant, or vice versa, as the case may be, through the available routes. Upon receipt of a response, the ATH Network will log the transaction and relay the response back to the terminal. Transactions that are not ATH branded card transactions are referred to the corresponding card issuing institution for processing. Transactions originated by terminals may be authorized by BPPR or by the ATH Network. If BPPR elects to have EVERTEC authorize transactions made by BPPR cardholders, BPPR shall provide a positive file to EVERTEC for processing, in a magnetic tape or other electronic form of transmission with the information and format required by EVERTEC. If BPPR elects to do its own processing of transactions on a host-to-host basis, but have EVERTEC provide stand-in authorization, BPPR shall provide EVERTEC with negative files in a magnetic tape or other electronic transmission with the information and format required by EVERTEC. BPPR must opt into any stand-in authorization service by requesting the addition of such service to Schedule F.

ii. Financial Settlement – The ATH Network will perform a daily settlement of all POS and ATM transactions among Participants and provide to Participants detailed reports related to those transactions. The reports will include financial information and all switch and interchange fees.

iii. ATM Terminal Services – Host-to-host connection of BPPR to EVERTEC’s computer center to process authorization requests from ATM terminals.

iv. ATM Monitoring Services – Provides BPPR the ability to maintain a reasonable uptime in their terminals. The ATH Network will constantly monitor all BPPR terminals, 365 days a year, 24 hours a day. The service includes tracking of opened incident tickets, notification to BPPR custodians previously confirmed in writing by BPPR, and escalation of incident tickets.

v. Gateway Services – The ATH Network is linked to one or more processors that process transactions through national and international networks permitting the interchange of transactions among participating institutions in the various networks. Cardholders of BPPR (as the Issuer Participant) will be able to use their cards at the terminal of entities participating in the national and international networks. BPPR (as the Terminal Participant) will be able to request authorization for cards issued by other entities that participate in those networks. Transaction settlement is included in the daily settlement reports generated by the ATH Network.

b) Optional Services. EVERTEC will provide the Optional Services set forth in Schedule F in accordance with this Agreement and the Operating Rules.

c) BPPR agrees to receive the Services (to the extent a Service is provided by EVERTEC to BPPR prior to the date hereof and continuing on the date hereof but is not described above or set forth in Schedule F, such Service shall be added to a Service Rider or Schedule F, as applicable), including any change, modification, enhancement or upgrade of such Services in accordance with Section 2.9 (collectively, the “Exclusive Services”), on an exclusive basis from EVERTEC. Subject to the terms of this Agreement, BPPR shall not, without the prior written consent of EVERTEC, use a Third Party to provide any of the Exclusive Services and BPPR shall not perform any of the Exclusive Services itself or through its Affiliates (other than through EVERTEC).

2.3 Service Personnel. EVERTEC agrees that it will use its Best Efforts to assign qualified, adequately trained, and efficient professionals and personnel who will use their Best Efforts to discharge their obligations under this Agreement in an efficient and timely manner and to exercise reasonable care in performing the Services subject to the terms, conditions and prices established in the corresponding Service Riders.

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2.4 Consulting Services. General consulting services that EVERTEC provides to BPPR on a time and material basis can be provided through the execution of a purchase order or a Service Rider that will form a part of and be subject to the general terms and conditions of this Agreement.

2.5 Participants. The parties agree that it is in their respective best interest that other institutions be encouraged and permitted to participate in the ATH Network. Therefore, EVERTEC shall have the right to contract with other financial institutions to act as Participants in the ATH Network, at EVERTEC’s sole discretion and pursuant to a separate agreement with each such institution, and without prior written notice to, or approval from, BPPR.

2.6 Service Level Agreements.

a) The Services will be rendered in a commercially reasonable manner in accordance with the generally accepted industry practices and procedures used in performing services of a like-kind to the Services (the “Standard of Care”). Any applicable performance standards or service levels relating to a particular Service (“Service Levels”) will be as set forth in the Operating Rules or a corresponding Service Rider, as applicable.

b) If EVERTEC fails to meet the Service Levels, EVERTEC will (i) investigate and report to BPPR on the root cause(s) of such failure; (ii) advise BPPR of the status of remedial efforts being undertaken with respect to such failure; (iii) notify BPPR of the steps which EVERTEC believes should be taken to correct the cause of such failure; and (iv) promptly correct the cause of such failure. The failure of EVERTEC to meet or exceed the Service Levels will not, in and of itself, constitute a breach of the corresponding Service Rider, nor this Agreement, unless such failure also constitutes a breach of the Standard of Care.

2.7 Service Deficiencies. BPPR will notify EVERTEC immediately upon discovery of any evidence that might indicate that there is any failure, malfunction, defect or non-conformity in the Services. Except as otherwise provided for in the Service Levels set forth in the Operating Rules or of a particular Service Rider, if EVERTEC and BPPR determine that the cause of the problem is exclusively imputable to EVERTEC, EVERTEC will exercise Best Efforts to provide a solution to the problem at its own cost, otherwise any corrections to the Services will be at BPPR’s expense. BPPR will be responsible for making appropriate adjustments within its capacity and control as may be reasonably necessary to mitigate adverse effects until EVERTEC remedies the deficiency or problem.

2.8 Reports and Forms.

a) EVERTEC will produce and send to BPPR the reports identified in the Operating Rules and/or Service Riders, as applicable. The frequency of the reports will also be specified in the Operating Rules and/or Service Riders, as applicable. BPPR will be responsible for promptly reviewing and reconciling the reports, statements and files, and any notice, correspondence or communication it receives from EVERTEC. Should BPPR identify any omission or discrepancy between its records and the data provided by EVERTEC, or if it has an objection to information in any report, it must notify EVERTEC in writing within ten (10) days following the receipt of the report. EVERTEC will process the investigation according to the procedures set forth in the Operating Rules. BPPR agrees and acknowledges that its failure to report the omission, discrepancy or objection within the time set forth in this Section 2.8 will release EVERTEC from any liability regarding such omission, discrepancy or objection.

b) Should a form be needed in conjunction with the Services, BPPR will use one provided or accepted by EVERTEC. All information provided to EVERTEC by BPPR must be complete and legible. EVERTEC may, but is not required to, communicate with BPPR in order to verify the incomplete or illegible information and will not be held responsible for any errors in rendering the Services due to incomplete or illegible information provided by BPPR.

2.9 Modifications to Services.

a) EVERTEC reserves the right to change, modify, enhance or upgrade the manner in which it renders the Services, at any time; provided, however, that any change, modification, enhancement or upgrade does not materially adversely effect the functionality of the Services nor the agreed upon Service Levels. EVERTEC will provide BPPR with timely prior written notice of any change, modification, enhancement or upgrade to any Service.

b) Any change, modification, enhancement or upgrade requested or required by BPPR will require ninety (90) days’ prior written notice to EVERTEC. Upon receipt of such notice, EVERTEC will prepare and present to BPPR within thirty (30) days following the receipt of the notice, a written estimate of the costs for such changes, as well as any adjustment in fees that may be necessary as a result thereof. The parties will have a period of thirty (30) days following the receipt of the estimate to negotiate in good faith any costs and/or price adjustments. Subject to Section 2.2(c), should the parties be unable to arrive at mutually agreed upon costs and/or price adjustments within such thirty (30) day time period, the changes will not be implemented and this Agreement will continue in full force in effect under the then current terms and conditions.

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2.10 Development Projects.

a) For purposes of this Section, the following terms shall have the corresponding meanings:

1. “Development Project” means any development, maintenance and other technology projects related to the Services.

2. “Exercise Notice” means notification by EVERTEC of its desire to exercise its Right of First Refusal for a Development Project.

3. “Right of First Refusal” means the right of EVERTEC to be given an opportunity before any other Person to accept or reject an offer with respect to a Development Project.

4. “Notice of Intent” means written notification by BPPR to EVERTEC of its intent to implement a Development Project.

5. “Option Period” means the period of thirty (30) days following receipt of the Notice of Intent, during which EVERTEC must deliver its Exercise Notice.

b) BPPR hereby grants to EVERTEC a Right of First Refusal with respect to any Development Project.

c) Should BPPR intend to implement a Development Project, it shall send EVERTEC a Notice of Intent. If EVERTEC determines that it will exercise its Right of First Refusal, EVERTEC must send BPPR its Exercise Notice within the Option Period. If EVERTEC exercises its Right of First Refusal, BPPR and EVERTEC will immediately commence good faith negotiations to enter into a definitive agreement for the Development Project to be incorporated hereunder as a Service Rider stating the mutually agreed upon terms and prices for such Services.

d) BPPR will be entitled to negotiate the Development Project with a Third Party and EVERTEC’s Right of First Refusal will be deemed terminated should one of the following circumstances occur:

1. EVERTEC notifies BPPR that EVERTEC will not exercise the Right of First Refusal;

2. EVERTEC fails to exercise the Right of First Refusal within the Option Period;

3. The parties are unable to reach an agreement by the fiftieth (50^th) day following the date of the Exercise Notice; provided, however, that in such case, the terms and conditions for the Development Project as offered by or to a Third Party must be as favorable or better to BPPR than those proposed during the negotiations between the parties; or

4. This Agreement is terminated in accordance with Article Four herein.

e) In the event that EVERTEC decides not to exercise the Right of First Refusal within the Option Period and BPPR contracts the Development Project to a Third Party, BPPR acknowledges and agrees that EVERTEC will not be liable for any errors to or impact on the Services as a result of the work performed by such Third Party and will have no obligation under this Agreement to correct such errors or impact.

2.11 Equipment.

a) EVERTEC will retain all right, title or interest in any EVERTEC equipment supplied to BPPR as part of the Services, and no ownership rights in such EVERTEC equipment will transfer to BPPR. BPPR will provide a suitable and secure environment free from environmental hazards and electric power for such EVERTEC equipment and will keep the EVERTEC equipment free from all liens, charges, and encumbrances. BPPR will bear the risk of loss of or damage to EVERTEC equipment (ordinary wear and tear excepted) from any cause except to the extent caused by EVERTEC or its suppliers. As such, BPPR agrees that it will provide a Loss Payable Clause in BPPR’s general liability and property causality insurance policies in an amount equal to the value of the equipment EVERTEC equipment will not be removed, relocated, modified, interfered with, or attached to non-EVERTEC equipment by BPPR without prior written authorization from EVERTEC.

b) Title to and risk of loss of any equipment purchased from EVERTEC will pass to BPPR as of delivery, upon which date EVERTEC will have no further obligations of any kind with respect to such purchased equipment, except as set forth in the Operating Rules or an applicable Service Rider. BPPR hereby grants EVERTEC a purchase money security interest in any equipment purchased by BPPR, together with all improvements and accessories at any time made or acquired, to secure the payment in full by BPPR of the purchase price of such equipment to EVERTEC. BPPR agrees that EVERTEC will have the right to file or record this Agreement and all such financing statements and/or other appropriate documents, pursuant to applicable law to evidence and perfect EVERTEC’s security interest. At EVERTEC’s request BPPR will cooperate with EVERTEC in executing such financing statements.

c) All ownership interest in a party’s facilities and associated equipment used in connection with the Services will at all times remain with that party. If any BPPR equipment is used to provide the Services, BPPR grants EVERTEC a non-transferable and non-exclusive license to use such BPPR equipment in the manner necessary to provide the Services.

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2.12 Import/Export Control.

a) The parties acknowledge that equipment, products, software, and technical information (including, but not limited to, technical assistance and training) provided under this Agreement may be subject to import or export laws, conventions or regulations, and any use or transfer of the equipment, products, software, and technical information must be in compliance with all such laws, conventions and regulations. The parties will not use, distribute, transfer, or transmit the equipment, products, software, or technical information (even if incorporated into other products) except in compliance with such laws, conventions and regulations. If requested by either party, the other party agrees to sign written assurances and other documents as may be required to comply with such laws, conventions and regulations.

b) In the event any necessary import or export license cannot be obtained within six (6) months after making an application, neither party will have further obligations with respect to providing or purchasing and, if applicable, BPPR will return the equipment, products, software, or technical information that is the subject matter of the unsuccessful application.

2.13 Contingency Planning. Each party acknowledges that it is responsible for maintaining in effect at all times an appropriate Business Continuity Plan. EVERTEC warrants that it has a Business Continuity Plan that addresses the continuation of the majority of the services it provides to its clients if an Event threatens to impair or disrupt EVERTEC’s delivery of such services. Any terms and conditions for a particular Service that the parties desire to include in EVERTEC’s Business Continuity Plan will be agreed to by the parties. EVERTEC’s Business Continuity Plan is not a guarantee that BPPR will be able to communicate with EVERTEC’s systems at all times if the loss of connection itself is due to an event of Force Majeure or is otherwise beyond EVERTEC’S control. Upon BPPR’s reasonable request, EVERTEC will make available to BPPR, for the purpose of responding to questions concerning EVERTEC’s Business Continuity Plan, one or more Representatives who are knowledgeable about the Business Continuity Plan, the manner in which it is tested and the manner in which it would be implemented in the event EVERTEC experiences an Event.

ARTICLE THREE – PAYMENT FOR SERVICES

3.1 Fees. EVERTEC will charge BPPR the fees and prices for the Services set forth in Schedule F. BPPR also agrees to pay applicable Participants the corresponding fees set forth in Schedule F. The parties agree that regardless of whether a Service is set forth in a Service Rider, the pricing related to any and all the Services shall be set forth in Schedule F.

3.2 Settlement. Settlement of all transactions will occur at the end of each Business Day, or as otherwise provided in the Operating Rules. All settlement will be performed in accordance with the Operating Rules.

3.3 Terms of Payment. With respect to all the fees that are not collected through the settlement procedures set forth in Section 3.2, EVERTEC will send an invoice directly to BPPR on or before the fifteenth (15^th) day of the month following the month in which the Services are rendered, reflecting the fees and other charges to BPPR for the preceding month. EVERTEC will debit BPPR’s ACH Payment Account the undisputed amount due on the invoice on the tenth (10^th) calendar day following the date the invoice is sent to BPPR. Any amount due under this Agreement that is not paid when due will thereafter bear interest at an annual rate of interest equal to one and a half percent (1.5%), but in no event to exceed the maximum rate of interest allowed under any applicable law. BPPR agrees that, if any properly submitted invoice remains unpaid and undisputed for a period exceeding sixty (60) days (regardless if the Service Rider indicates payments will not be made via the ACH Payment Account), EVERTEC may (i) deduct such amount from BPPR’s ACH Payment Account; (ii) refuse to provide the Services, until such time as all past due amounts are paid in full.

3.4 Additional Services. Any additional services performed by EVERTEC at BPPR’s request (or as required by BPPR’s act or failure to act) over and above the Services listed in the corresponding Service Riders hereto will be billed at EVERTEC’s standard rates then in effect for computer and personnel time, equipment, supplies, out-of-pocket costs, and other items and expenses incurred in performing such additional services or as may otherwise be set forth in any Service Rider.

3.5 Out-of-pocket and Third-Party Expenses. With BPPR’S prior approval, additional costs related to delivery and/or collection, telecommunications or other incidental services, as well as necessary and reasonable services to be provided through EVERTEC by Third Parties, for BPPR’s benefit, incurred during the term of this Agreement and that are not contemplated in any of the established fees, costs, and charges, will be paid by BPPR when invoices and related documents are duly presented. All such out-of-pocket or Third-Party charges and administration costs related to the Services will be billed by EVERTEC to BPPR at cost plus a 20% administrative fee for overhead incurred by EVERTEC in the management of invoices, resources and other administrative tasks.

3.6 Modifications to Fees. The fees to be charged under this Agreement will be subject to change from time to time by EVERTEC in its sole discretion; provided, that EVERTEC will notify BPPR of any changes at least thirty (30) days’ prior to such changes entering into effect and provided further that any fees charged under this Agreement shall be consistent with the fees charged to other participants of the ATH Network and taking into account BPPR’s transaction volumes. In addition to the foregoing, the fees charged by EVERTEC to BPPR shall be in compliance with applicable Legal Requirements, in particular, the provisions of Section 23A and Section 23B of the Federal Reserve Act, and Regulation W of the Board of Governors of the Federal Reserve System, as amended from time to time. The fees to be charged by EVERTEC to BPPR under this Agreement shall be subject to periodic review by the parties in order to ensure compliance with the previous sentence.

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3.7 Taxes. The fees and charges paid by BPPR under this Agreement will be inclusive of any applicable sales, use, personal property, excise, services or other taxes in existence as of the Effective Date. Each party will bear its corresponding taxes or contributions related to this Agreement, which may include, but not be limited to, municipal, Commonwealth or federal taxes, as applicable.

3.8 Disputed Charges; Requests for Information.

a) BPPR will pay undisputed charges when such payments are due. BPPR may withhold payment of specific charges within a given invoice that it in good faith disputes or for which it reasonably requires information from EVERTEC to verify the amounts being charged, provided that BPPR delivers to EVERTEC a written statement either via facsimile or e-mail to be followed by signed letter (“Notice of Dispute”).

b) The Notice of Dispute will include a detailed description of (i) the specific charge or charges being disputed and the basis of the dispute, (ii) if applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) the amount being withheld.

c) If the Notice of Dispute is received prior to the date EVERTEC is set to debit the amount as set forth in Section 3.3 above, EVERTEC will not debit for such disputed amounts until the dispute is resolved, provided that the amount in dispute is greater than one thousand dollars ($1,000.00). A charge will be deemed “undisputed” if BPPR does not deliver a Notice of Dispute within the time period provided in this paragraph.

d) With respect to charges that are disputed in good faith, BPPR will pay interest at the rate set forth in Section 3.3 on amounts withheld which are later determined to be valid. Such interest will be calculated from the invoice due date to the date such amount is actually paid.

e) The provisions of this Section 3.8 will not be construed to prohibit BPPR from disputing fees and expenses in the amount of one thousand dollars ($1,000.00) or less. All disputes under this Section 3.8, if not settled by the parties, will be settled pursuant to Section 11.14 of this Agreement.

3.9 Supporting Documentation. EVERTEC will maintain supporting documentation for the amounts billable to, and payments made by, BPPR hereunder in accordance with its practices prior to the Effective Date and applicable record retention requirements. EVERTEC agrees to provide BPPR with such supporting documentation with respect to each invoice as may be reasonably requested by BPPR.

ARTICLE FOUR – TERM & TERMINATION

4.1 Term. This Agreement will enter into effect on the Effective Date and will continue in effect until September 30, 2025, unless there is a Change of Control of Popular and/or BPPR prior to such date and EVERTEC notifies BPPR within thirty (30) days of such Change of Control of Popular and/or BPPR, in which case this Agreement will end on September 30, 2028 (the “Initial Term”), unless earlier terminated in accordance with the provisions of this Agreement. After the Initial Term, this Agreement shall renew automatically for successive three (3) year periods (each a “Renewal Period” and together with the Initial Term, the “Term”), unless either party gives written notice to the other party not less than one (1) year prior to the then applicable Renewal Period of its intent not to renew this Agreement.

4.2 Automatic Termination. This Agreement will terminate automatically upon the enactment of any applicable law of any Governmental Authority, or decision or order of any court of competent jurisdiction prohibiting the maintenance, use or sharing of the terminals by any of the parties and/or the rendering of the Services by EVERTEC.

4.3 Termination for Cause.

a) This Agreement may be terminated by either party if the other party:

1. commits a Material Breach of this Agreement (or series of breaches that together constitute a Material Breach), which breach is not cured within thirty (30) days following receipt of notice specifying the nature and extent of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such thirty (30) day period, such period will be extended and the party will not be in default hereunder so long as it commences such cure within such thirty (30) day period and diligently pursues such cure and such failure is cured within ninety (90) days following the receipt of such notice;

2. fails to pay any properly submitted invoice providing for material amounts in the aggregate that are undisputed for a period exceeding sixty (60) days pursuant to Section 3.3 of this Agreement; or

3. makes any assignment of this Agreement, except as expressly provided herein.

b) For purposes of Section 4.3(a), “Material Breach” (i) with respect to BPPR, shall include, but not be limited to, (a) any activities or actions of BPPR which reflect adversely on the business reputation of EVERTEC, any Participant or the ATH Network, (b) any breach of the license provisions set forth in Section 7.1 of this Agreement or (c) any failure to pay any

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properly submitted invoice providing for material amounts in the aggregate that are undisputed for a period exceeding sixty (60) days pursuant to Section 3.3 of this Agreement, and (ii) with respect to EVERTEC, means a breach, or series of breaches, of EVERTEC’s duties or obligations that, if left uncured for ninety (90) days following receipt of notice from BPPR detailing the relevant breach, would result in a Material Adverse Effect on BPPR.

c) Notwithstanding anything in this Agreement to the contrary, any Material Breach under a particular Service Rider will give the non-breaching party the right to terminate that particular Service Rider, subject to the cure periods set forth under Section 4.3(a)(1), and will not automatically operate as a default under any other Service Rider.

4.4 Effect upon Termination.

a) Upon the termination of this Agreement, BPPR shall (unless EVERTEC otherwise agrees to in writing):

1. BPPR shall remove and/or disconnect, at its own cost and expense, any and all communication lines and modems connecting its terminals to EVERTEC’s ATH Network or other computer systems.

2. BPPR shall pay to EVERTEC and/or any Participant any outstanding fees within five (5) Business Days from the date of termination.

3. BPPR shall not use, transfer, operate or market in any manner any program or system, or material of any kind developed by EVERTEC in conjunction with, or related to the Services.

4. The license granted to BPPR hereunder shall expire and terminate immediately and BPPR shall immediately and completely (i) discontinue all use of the Licensed Marks and Intellectual Property of EVERTEC; (ii) remove all signs bearing the Licensed Marks from its terminals; and (iii) destroy and/or reissue any cards issued by BPPR that bear the Licensed Mark.

5. BPPR shall cease and discontinue any use of any advertising and promotional materials relating to BPPR’s participation in the ATH Network.

b) Not later than thirty (30) days after termination of this Agreement, EVERTEC will deliver to BPPR all the documents, plastic cards, materials, records, and formats in its possession, if any, belonging to BPPR, and all of the tapes and records where any BPPR Data is recorded.

c) Except as otherwise provided for herein, upon termination, all further obligations of the parties pursuant to this Agreement or the particular Service Rider that was terminated, whichever the case may be, will terminate without further liability of either party to the other; provided, however that termination will not release the party that terminates from any liability which at the time of termination had already accrued to the non-terminating party.

d) Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its provisions.

e) Furthermore, any termination will be without prejudice to any rights or remedies any party may have arising out of any breach of any material representation, warranty, covenant or condition by any other party hereto.

ARTICLE FIVE – CONFIDENTIALITY, PRIVACY & SECURITY OF INFORMATION

5.1 Confidential Information.

a) The parties acknowledge that in the course of their dealings each may receive (the “Receiving Party”) Confidential Information of the other party (the “Disclosing Party”). As such, the parties are willing to share such Confidential Information provided that the Receiving Party protects the Confidential Information of the Disclosing Party. Confidential Information will not include information that:

1. Is or becomes generally available to the public without breach of this Agreement;

2. Was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party;

3. Becomes available to the Receiving Party from a Third Party, provided that such Third Party is not subject to an obligation of confidentiality with the Disclosing Party;

4. Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information;

5. Is approved by the Disclosing Party for disclosure; or

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6. Is required to be disclosed by applicable Legal Requirements or by a Governmental Authority, but only to the extent so required and solely for such purpose, and the Receiving Party shall otherwise remain obligated to treat such information as Confidential Information pursuant to this Article Five.

b) In any dispute with respect to these exclusions, the burden of proving that information is not Confidential Information will be on the party making such assertion.

5.2 Privacy.

a) The Receiving Party agrees to protect and hold all Confidential Information in strict confidence and to take all reasonable steps necessary to protect the Confidential Information from unauthorized and/or inadvertent disclosure. Unless in receipt of specific written exemption from the Disclosing Party, the Receiving Party will not:

1. use, reproduce, modify or disclose any of the Confidential Information for any purpose other than to perform its obligations under this Agreement for which the Confidential Information is being disclosed;

2. disclose any of the Confidential Information other than to Representatives of the Receiving Party who have a reasonable need-to-know in order to discharge their obligations under this Agreement, and only to do so when the Representatives have agreed to be bound by the confidentiality provisions of this Agreement;

3. remove any proprietary rights legend from the Confidential Information.

b) The prohibition against the disclosure of Confidential Information includes, but is not limited to, disclosing the substance of the negotiations of the Agreement and the existence and/or the terms and conditions thereof, as well as the fact that any similarity exists between the Confidential Information and information independently developed by another Person or entity, and the parties understand that such similarity does not excuse it from abiding by its covenant or other obligations under this Agreement.

c) The Receiving Party will be fully liable for the acts of its Representatives to whom it discloses the Confidential Information.

5.3 Security of Customer Information.

a) To effect the purposes of this Agreement, BPPR may from time to time provide EVERTEC with information or access to information concerning BPPR and persons or entities who obtain financial products or services from BPPR, including without limitation, client account information (“Customer Information”). EVERTEC acknowledges that its right to use the Customer Information may be limited by obligations of BPPR under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (the “Gramm Act”) and its implementing regulations (e.g., Federal Reserve Regulation P, Securities and Exchange Commission Regulation S-P) and other federal and state laws and regulations regarding privacy and the confidentiality of customer records. EVERTEC shall be responsible for establishing and maintaining an information security program that complies with the Legal Requirements. To protect the privacy of the Customer Information, EVERTEC shall: (i) limit access to the Customer Information to its employees and agents who have a need-to-know to carry out the purposes for which the Customer Information was disclosed; and (ii) use the Customer Information only for purposes of carrying out its obligations hereunder. Furthermore, EVERTEC agrees to (i) protect and hold all Customer Information in strict confidence and to take all reasonable steps necessary to protect the Customer Information from unauthorized and/or inadvertent disclosure; (ii) give immediate verbal and written notification to BPPR, as applicable of any court order or legal action requiring the disclosure of Customer Information and, to the extent allowable under the law, hold the Customer Information in confidence while BPPR seeks a protective order; (iii) give prompt notification of any unauthorized or inadvertent disclosure of the Customer Information; (iv) upon request of BPPR, promptly return or destroy all Customer Information belonging to BPPR, including all copies thereof; and (v) implement security measures designed to (a) ensure the security, integrity and confidentiality of the Customer Information; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Information; and (c) protect against unauthorized access to or use of the Customer Information.

b) Interagency Guidelines. EVERTEC acknowledges the requirements of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information issued by bank regulatory agencies on February 1, 2001, regarding the implementation of security measures to safeguard customer information. EVERTEC represents and warrants to BPPR that it has in place a comprehensive written security program that includes administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information. Furthermore, EVERTEC agrees that BPPR and any Third Party auditor reasonably designated by BPPR may, in a manner that is consistent with practices and procedures of the parties prior to the date hereof, at any time (i) solicit a copy of the aforementioned security program and (ii) review, monitor and audit EVERTEC to confirm it has satisfied its obligations pursuant to this paragraph.

c) Unauthorized Access. EVERTEC also acknowledges the requirements of the Interagency Guidance on Response Programs for Unauthorized Access to Customer Information and Customer Notice issued by bank regulatory agencies on March 29, 2005, regarding implementing effective notification procedures in the event of unauthorized access to Customer Information. As such, the parties acknowledge and agree that EVERTEC shall be responsible for the unauthorized or fraudulent application for, access to or use of the Customer Information by any entity caused by the negligent acts or omissions of EVERTEC, its employees,

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subcontractors or agents. If EVERTEC becomes aware of any actual or suspected security breach involving unauthorized access (i.e., physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a PC (laptop or desktop), loss/theft of printed materials, etc.) to the Customer Information, that either compromises or in EVERTEC’s reasonable judgment may have compromised the Customer Information, EVERTEC shall report such incident within forty-eight (48) hours in writing to BPPR and describe in reasonable detail the circumstances surrounding such unauthorized access (including, without limitation, a description of the causes of such breach). Any report under this Section shall include a brief summary of the steps being taken by EVERTEC to remedy such breach. Except as may be strictly required by Legal Requirements, EVERTEC agrees that it will not inform any Third Party of any such security breach without BPPR’s prior written consent; however, if such disclosure is required by Legal Requirements, EVERTEC agrees to reasonably cooperate with BPPR regarding the content of such disclosure so as to minimize any potential adverse impact upon BPPR and its clients and customers.

5.4 Remedies. In the event of any court order or legal action requiring the disclosure of Confidential Information, the Receiving Party agrees to give immediate verbal and written notification of the order or action to the Disclosing Party, and to the extent allowable under the law and at the expense of the Disclosing Party, hold the Confidential Information while the Disclosing Party seeks a protective order. The Receiving Party acknowledges and agrees that it would be difficult to fully compensate the Disclosing Party for damages resulting from the breach or threatened breach of the foregoing provisions and, accordingly, that, in addition to any other remedies that may be available, in law, at equity or otherwise, the Disclosing Party will be entitled to seek injunctive relief, including without limitation temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages or posting a bond or any other security. This provision with respect to injunctive relief will not, however, diminish the Disclosing Party’s right to claim and recover damages.

5.5 Term of Obligation. Unless indicated otherwise in a Service Rider, the parties’ obligations under this Section will survive this Agreement for a period of three (3) years following termination hereof. Upon termination of this Agreement for any reason, the Receiving Party’s rights to possession and use of any Confidential Information in connection with the performance of its obligations hereunder or otherwise will terminate. Upon the request of the Disclosing Party, the Receiving Party will promptly return or destroy (in either case under certification to said effect) all Confidential Information belonging to the Disclosing Party, including all copies thereof. Should the Receiving Party be required by law to retain any of the Disclosing Party’s Confidential Information for a period longer than the Term of this Agreement, including any extension thereof, then the Receiving Party’s obligations under this Section will remain in full force and effect until the expiration of any such legally mandated retention period.

ARTICLE SIX – SECURITY, BPPR DATA & RECORDS

6.1 Authorized Persons. BPPR will designate one or more individuals (hereinafter, “Authorized Persons”) who must be identified in the corresponding Service Rider so that as to the specific Service, the Authorized Person can (1) carry out transactions in BPPR’s name; (2) receive information from EVERTEC related to the operation of the Service, including, but not limited to, any EVERTEC-provided access code; (3) give written instructions or inform EVERTEC about any action or request for action by BPPR; (4) notify or issue any document related to this Agreement that the Authorized Person deems necessary or convenient.

6.2 Security Measures.

a) BPPR warrants that it has adopted, and will assume responsibility for complying with, any and all appropriate and necessary security measures required for the protection of access to its systems and to the Services by its Representatives and Authorized Persons. As such, BPPR warrants that it has established commercially reasonable security procedures to minimize unauthorized access and it agrees that it will take the necessary measures to maintain the confidentiality of the security procedures and any access codes, passwords, instructions or security equipment.

b) Except as may be specifically set forth in a given Service Rider, BPPR represents and warrants that it will not alter or disable any hardware or software security programs residing on EVERTEC’s hardware or systems. If a network connection is established between BPPR and EVERTEC, BPPR represents and warrants that its computing environment is free from all generally known viruses, worms, Trojans and other “malware,” that may disrupt, damage or interfere with EVERTEC’s network and/or telecommunication facilities. As such, BPPR agrees to (1) allow EVERTEC to perform network assessments of BPPR’s computing environment, and (2) maintain an alert status regarding the security of its computing systems, including without limitation all vulnerabilities and security patches or corrective actions, by subscribing to an industry-recognized service, such as CERT or CIAC. BPPR understands that, should an EVERTEC assessment reveal inappropriate or inadequate security based on the pre-defined requirements for security, EVERTEC may, in addition to other remedies it may have, remove BPPR’s access to the EVERTEC network until BPPR satisfactorily complies with the security requirements defined. Furthermore, BPPR agrees to conduct an annual security audit to ensure that its security practices and procedures include, at a minimum, adequate levels of (a) physical security to protect against theft, tampering or damage; (b) personnel and access controls to protect against unauthorized access to and use of EVERTEC systems or Services; and (c) network security to ensure secure capture, storage and distribution of information.

c) BPPR Authorized Persons agree to comply with all of EVERTEC’s requirements in relation to the security of the EVERTEC computing environment and Authorized Locations, including without limitation any subsequently agreed security plan or information processing requirements that may be embodied in any Service Rider. BPPR will execute all documents generally required by EVERTEC for access to EVERTEC’s computing environment and Authorized Locations. Further, if any BPPR Authorized Person, at any time during the life of this Agreement, is granted remote access to EVERTEC’s network, or is telecommuting in any capacity, then such person will be subject to additional EVERTEC data security requirements.

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d) Should the Services require access codes or other identification methods to gain access, BPPR will immediately notify EVERTEC in writing of any change of Authorized Person or the scope of his/her authority. Until such notification is received, EVERTEC may accept, without further inquiry, all declarations, instructions or representations made or issued by the Authorized Person. Furthermore, EVERTEC will not assume responsibility, explicitly or implicitly, for questioning or verifying with BPPR whether the Person who uses or has access to the Service is in fact the Authorized Person or if he/she is acting in accordance with BPPR’s internal policies and procedures.

6.3 Ownership of BPPR Data.

a) BPPR will remain the sole and exclusive owner of its BPPR Data and Confidential Information, regardless of whether such data is maintained on magnetic tape, magnetic disk, or any other storage or processing device. All BPPR Data and other Confidential Information will, however, be subject to regulation and examination by the appropriate auditors and Governmental Authorities at the Authorized Locations to the same extent as if such information were on BPPR’s premises. EVERTEC will notify BPPR as soon as reasonably possible of any formal request by any Governmental Authority to examine such information maintained by EVERTEC. BPPR agrees that EVERTEC is authorized to provide all such information when properly required to do so by a Governmental Authority, subject to the provisions of Section 5.4. EVERTEC acknowledges that it will not have or acquire any rights in or to any BPPR Data or Confidential Information upon termination of this Agreement.

b) EVERTEC will, subject to its internal control and security procedures, permit BPPR to have or obtain (by electronic or other means) access to its BPPR Data, including where appropriate, access through BPPR’s computer terminals and equipment. EVERTEC will furnish BPPR with such written instructions, manuals or other documentation as will be necessary to such operation and access by BPPR.

6.4 Records and Backup. Each party will maintain its respective records related to the Services in a proper, complete and accurate fashion, and in compliance with all applicable laws applicable to each of them; provided, however, that EVERTEC will not be responsible for retaining any BPPR Data or other records pertaining to BPPR other than for backup purposes and BPPR assumes all responsibility for retaining all such BPPR Data in accordance with its own record retention policies. Except as may be specifically provided in a Service Rider, EVERTEC does not assume any record retention responsibility for BPPR; provided, however, that EVERTEC will maintain a backup of BPPR Data for ten (10) Business Days (in printed form, magnetic tape or other electronic media), from which reconstruction of lost or damaged items or data can be made. The parties will cooperate to ensure compliance with any reasonable requirements established by EVERTEC for the record keeping of BPPR Data necessary for use of the Services.

ARTICLE SEVEN – INTELLECTUAL PROPERTY

7.1 License. EVERTEC hereby grants to BPPR a non-exclusive, non-transferable, limited, royalty free license to use the Licensed Marks, and BPPR hereby agrees and binds itself to use the Licensed Marks, within the United States territories, the Commonwealth of Puerto Rico, and any other country, provided that the Licensed Mark is registered or subject to registration in such other country. BPPR agrees that its use of the Licensed Marks and any of EVERTEC’s Intellectual Property must comply with the terms of any accompanying license agreement and the ATH Network Branding Standards, which form a part of this Agreement and the Operating Rules.

7.2 Title. BPPR acknowledges that EVERTEC’s Intellectual Property used in connection with the provision of Services under this Agreement is valuable property of EVERTEC. EVERTEC warrants that it is the owner of all right, title, and interest in and to such Intellectual Property, none of which, to EVERTEC’s best knowledge, infringes any proprietary right of any other Person. As such, the parties agree that, subject to applicable law and to existing agreements with Third Parties, or except as otherwise expressly agreed to between the parties, EVERTEC is and will remain the owner of its Intellectual Property and all derivative works based thereon and that no title to or ownership of EVERTEC’s Intellectual Property or any part thereof is hereby granted to BPPR. Should EVERTEC use the intellectual property of a Third Party to provide the Services, then EVERTEC warrants that it is duly licensed to do so and any warranties and infringement indemnities for such intellectual property will be those of the Third Party license agreements with EVERTEC. In the alternative, BPPR will be given the opportunity to enter into license agreements directly with such Third Parties.

7.3 Developments. Any services, technology, processes, methods, software and/or enhancements to EVERTEC Intellectual Property or any Third-Party Intellectual Property used or developed for purposes of delivering the Services (collectively, the “Developments”), whether developed solely by EVERTEC or jointly by EVERTEC and any other party, including any Developments requested or suggested by BPPR, will be the sole property of EVERTEC and will not be considered “works-made-for-hire”. BPPR will not acquire any ownership right, Intellectual Property right, claim or interest in EVERTEC’s Intellectual Property or in any Developments.

7.4 Cooperation. The parties will cooperate with each other and execute such other documents as may be reasonably deemed necessary by EVERTEC to achieve the objectives of this Article Seven.

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7.5 Intellectual Property Infringement.

a) Subject to the Merger Agreement, EVERTEC agrees to defend and indemnify BPPR against claims that its Intellectual Property infringes any Intellectual Property Right of a Third Party. EVERTEC will defend BPPR and will pay the damages and costs finally awarded against BPPR. Notwithstanding anything to the contrary herein, to the extent that Popular has an indemnity obligation to Parent (as that term is defined in the Merger Agreement) and/or EVERTEC under the Merger Agreement with respect to any claim of Intellectual Property infringement, EVERTEC shall have no liability to BPPR for such claim under this Agreement.

b) If EVERTEC receives notice of an infringement claim or otherwise concludes that its Intellectual Property may infringe the proprietary rights of a Third Party, EVERTEC may in its sole discretion: (i) procure the right for BPPR to continue using the affected Intellectual Property; (ii) modify the affected Intellectual Property to make it non-infringing; (iii) replace the affected Intellectual Property with a functional equivalent; or (iv) if EVERTEC determines that options (i) through (iii) are not practicable, terminate BPPR’s right to use the affected Intellectual Property and accept its return against payment of its then-depreciated value, computed on a five (5) year straight-line depreciation schedule commencing as of its installation date.

c) EVERTEC will have no liability for any claim of infringement and thus no obligation to defend and indemnify BPPR under this Section if such infringement claim is based on (i) BPPR’s continued use of the affected Intellectual Property after EVERTEC notifies BPPR to discontinue use because of such a claim; (ii) BPPR’s use of a superseded or altered release of the affected Intellectual Property or any portion thereof, including, but not limited to, BPPR’s failure to use updates or new releases made available by EVERTEC; (iii) any BPPR or Third-Party modification to the affected Intellectual Property; (iv) BPPR’s use of the affected Intellectual Property without EVERTEC’s written consent; (v) BPPR’s use, operation or combination of the affected Intellectual Property with information, software, specifications, instructions, data, materials or items not supplied by EVERTEC, (vi) use of the affected Intellectual Property in a manner not intended by the accompanying and provided documentation; or (vii) BPPR’s misuse of the affected Intellectual Property.

d) Furthermore, EVERTEC’s obligation to defend BPPR under this section is subject to all of the following conditions: (i) BPPR must notify EVERTEC promptly in writing after the claim is asserted or threatened; (ii) BPPR must give EVERTEC sole control over its defense or settlement; (iii) BPPR does not take a position that is adverse to EVERTEC; and (iv) BPPR must provide EVERTEC with reasonable assistance in defending the claim for which EVERTEC will reimburse BPPR for any reasonable out-of-pocket expenses that BPPR incurs in providing such assistance.

e) BPPR agrees to notify EVERTEC promptly in writing if any other type of Third Party claim is brought against BPPR regarding EVERTEC’s Intellectual Property. EVERTEC may, at its option, choose to treat these claims as being covered by this Section.

f) BPPR agrees to give EVERTEC prompt notice of any act of any Third Party (including any Participant) which may constitute an infringement of EVERTEC’s Intellectual Property or rights to the Licensed Marks. BPPR further agrees to assist EVERTEC in any action brought by EVERTEC to prosecute and maintain EVERTEC’s legal rights thereto.

g) BPPR agrees to indemnify EVERTEC for any and all costs and expenses (including reasonable attorneys’ fees) incurred by EVERTEC in any action brought by EVERTEC to maintain its legal rights to the Licensed Mark and Intellectual Property which arises as a result of any direct or indirect action or omission on the part of BPPR.

h) This Section states EVERTEC’s entire liability and BPPR’s exclusive remedies with respect to any Third Party infringement and trade secret misappropriation claims.

ARTICLE EIGHT – COMPLIANCE, AUDIT & SERVICE REVIEWS

8.1 Compliance.

a) Each of the parties agrees to comply with applicable laws which may be applicable to the performance of their respective obligations under this Agreement, as well as the use of the Services provided hereunder.

b) Each party hereto shall be and hereby is subrogated to any and all rights and claims of the other party against any Participant, with respect to such Participant’s regulatory compliance, including, without limitation, compliance with the error and dispute resolution procedures specified in any Regulatory Requirement.

c) BPPR agrees to comply with the Operating Rules at all times during the Term of this Agreement. BPPR acknowledges that EVERTEC reserves the right to modify the Operating Rules at any time, which changes will enter into effect no less than thirty (30) days following notification of such changes to BPPR.

d) Each of the parties herein, at its own expense, shall apply for and obtain and/or renew in a timely fashion, any and all permits and authorizations required by the applicable Governmental Authorities for the installation, operation and sharing of all of their present and future terminals.

e) EVERTEC and BPPR acknowledge and agree that the performance of the Services may be subject to regulation by Governmental Authorities. BPPR acknowledges that BPPR will be solely responsible for BPPR’s compliance with applicable laws applicable to BPPR, and as such, hereby warrants that BPPR will comply with all applicable laws, present and future, relating to the conduct and operation of its business and performance of its obligations hereunder.

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8.2 Audit.

a) Each of the parties agrees that it will keep current and accurate books of accounts and records, in accordance with its standard operating procedures, with respect to the transactions effected pursuant to this Agreement. During the Term of this Agreement, each party shall permit the other party’s designated auditors and supervisory authorities to review its books and records with respect to such transactions, upon prior written notice, during normal business hours.

b) EVERTEC agrees to cooperate with Governmental Authorities in conjunction with any audit or examination of the Services in accordance with applicable laws. Furthermore, in conjunction with any audit or examination of BPPR by a Governmental Authority, EVERTEC agrees to cooperate with any request of such Governmental Authority to review the Services, including, without limitation, providing any information or material lawfully requested by a Governmental Authority, and permitting such Governmental Authority to inspect or audit EVERTEC with respect to its provision of the Services in accordance with applicable laws; provided, however, that all such audits and examinations will be performed at the sole expense of BPPR and BPPR agrees to reimburse EVERTEC for all reasonable fees associated with such examination.

8.3 Service Reviews.

a) On an annual basis during the Term, EVERTEC shall engage its independent certified public accountants to conduct a review of the operational controls of the ATH Network Services as provided and available to all Participants. The aforesaid review shall be conducted in accordance with the American Institute of Certified Public Accountants Statement on Auditing Standards Number 70 (“SAS 70”) or any successor standard, the findings and recommendations of which shall be set forth in a report (the “Service Review”). The Service Review shall include a Type II Service Auditor’s Report under SAS 70 or any successor standard.

b) Any findings and recommendations of the Service Review will be set forth in a report which will be the sole property of EVERTEC. Subject to each Participant’s execution and delivery of a customary access letter (to the extent required by the independent certified public accountant that prepares the Service Review), EVERTEC shall deliver to each Participant, no less than on an annual basis, a copy of the Service Review promptly after such report is received by EVERTEC.

c) It is expressly agreed that EVERTEC is under no obligation to take any action or otherwise correct any findings or recommendations that may be included in the Service Review report.

d) If, at any time during the Term, BPPR has reasonable material concerns regarding EVERTEC’s operational controls and such concerns are not addressed in the scope of the Service Review, BPPR will so notify EVERTEC and EVERTEC will promptly meet with BPPR in an effort to resolve BPPR’s concerns.

e) Upon BPPR’s request, EVERTEC will deliver to BPPR a certification of its compliance with regards to this section.

ARTICLE NINE – DISCLAIMER OF WARRANTIES & LIMITED LIABILITY

9.1 DISCLAIMER OF WARRANTIES. THE SERVICES AND ANY EQUIPMENT PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. IN ADDITION, THE PARTIES ACKNOWLEDGE THAT GIVEN THE SERVICES (INCLUDING ANY EQUIPMENT) MAY DEPEND TO SOME EXTENT ON BPPR’S OWN COMPUTER SYSTEMS, EVERTEC DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHERMORE, EVERTEC DOES NOT MAKE ANY WARRANTIES OF ANY KIND WITH RESPECT TO LOSS OR CORRUPTION OF DATA, LOSS OR DAMAGE TO EQUIPMENT AND/OR SOFTWARE, SYSTEM RESPONSE TIMES, TELECOMMUNICATION LINES OR OTHER COMMUNICATION DEVICES, QUALITY, AVAILABILITY, RELIABILITY, SECURITY ACCESS DELAYS OR ACCESS INTERRUPTIONS, NOR COMPUTER VIRUSES, BUGS OR ERRORS. EVERTEC DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND EVERTEC ASSUMES NO RESPONSIBILITY OR LIABILITY IF TELECOMMUNICATION CARRIERS ARE NOT AVAILABLE AT ANY GIVEN TIME. EVERTEC, ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM BPPR OR STORED BY BPPR VIA THE SERVICES PROVIDED BY EVERTEC. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY EVERTEC REPRESENTATIVES WILL CREATE A WARRANTY; NOR MAY BPPR RELY ON ANY SUCH INFORMATION OR ADVICE.

9.2 Reliance on BPPR-Provided Data. In performing the Services, EVERTEC will be entitled to rely upon the data, information, instructions, or specifications provided by BPPR and, therefore, will not be liable to BPPR in the same accord as set forth herein as a limitation of liability, should EVERTEC perform in accordance with such data, information, instructions or specifications received from BPPR. If any error results from incorrect input supplied by BPPR, BPPR will be responsible for discovering and reporting such error and supplying the data necessary to correct such error to EVERTEC, in which case, EVERTEC will exercise Best Efforts to correct the error at BPPR’s sole expense.

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9.3 Exclusion of Liability. EVERTEC will not be liable for any Loss, damage, non-performance, default, or delay under this Agreement caused by or due to Force Majeure. In such event, EVERTEC’s obligation will be limited to using commercially reasonable efforts to reinstate the Services within a reasonable period of time once the unforeseen event has been rectified. Except as otherwise provided for herein, EVERTEC’s time for performance or cure hereunder will be extended for a period equal to the duration of the cause. Furthermore, neither party will be liable to the other party if there is any mechanical failure of a terminal, communication lines or any related equipment.

9.4 Systems and/or Services Not Provided by EVERTEC. To the extent BPPR performs any services itself or uses its own software, hardware, communications devices, Internet services, e-mail systems or other systems or, in the alternative, retains Third Parties to provide such services and systems, the parties acknowledge and agree that terms of this Agreement will not be deemed to impose on EVERTEC any obligation to obtain from owners of such systems any licenses or agreements that are necessary in order for EVERTEC to interface the Services with such systems. Nor will EVERTEC have any responsibility or liability in connection with such services or systems not provided by EVERTEC. BPPR will be solely responsible for the installation, operation, maintenance, use, and compatibility of such systems and services. In the event that such systems or services impair BPPR’s use of any Services: (a) BPPR will nonetheless be liable for payment for all Services provided by EVERTEC, and (b) any specifications generally applicable to the Services will not apply.

9.5 LIMITATION OF LIABILITY.

a) IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY ESTABLISHED IN THIS AGREEMENT, THE OPERATING RULES OR ANY SERVICE RIDER HERETO, AND TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW AND EXCEPT IN THE CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, UNDER NO CIRCUMSTANCES SHALL EVERTEC (OR ANY OF ITS AFFILIATES (OTHER THAN BPPR)) BE LIABLE TO BPPR OR ANY OTHER PERSON FOR LOSSES OR DAMAGES WHICH FALL INTO EACH OF THE FOLLOWING CATEGORIES: (I) LOST REVENUES, LOST PROFITS OR LOSS OF BUSINESS, (II) LOSS OF OR DAMAGE TO GOODWILL, OR LOSS OF ANTICIPATED SAVINGS, (III) LOSS OF OR CORRUPTION TO DATA, OR (IV) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, INCLUDING (IN EACH CASE) SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, AND (IN EACH CASE) WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, NEGLIGENCE, OTHER TORT, STATUTE OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF EVERTEC HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

b) EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR TO THE EXTENT OTHERWISE PROVIDED UNDER ANY LEGAL REQUIREMENT, EVERTEC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE THE AMOUNT OF DIRECT DAMAGES SUBJECT TO AN AGGREGATE ANNUAL LIMIT EQUAL TO THE AMOUNT OF PAYMENTS MADE TO EVERTEC BY BPPR FOR THE SERVICE FOR WHICH THE LIABILITY RELATES DURING THE TWELVE MONTHS PRIOR TO THE ACT, OMISSION OR EVENT THAT GIVES RISE TO THE CLAIM FOR LIABILITY. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EVERTEC’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY EVERTEC’S NEGLIGENCE OR OTHERWISE LIMIT OR EXCLUDE EVERTEC’S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY LIMITED REMEDY PROVIDED HEREIN; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO LOSSES RELATED TO BREACHES OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, NOR TO INTELLECTUAL PROPERTY INDEMNIFICATION PROVISIONS. EACH PARTY HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

c) The foregoing sets forth BPPR’s exclusive remedy for breach of this Agreement by EVERTEC. The provisions of this section allocate the risks between EVERTEC and BPPR and EVERTEC’s pricing reflects the allocation of risk and limitation of liability specified herein.

ARTICLE TEN – INSURANCE & INDEMNIFICATION

10.1 Insurance. Each of the parties agrees to maintain adequate insurance coverage from reputable providers in amounts complying with industry standards for such party’s respective operations and the performance of its obligations under this Agreement. All such insurance policies will be carried at such party’s own expense. If either party requests any additional coverage of the other party, the costs associated with such coverage will be paid by the party requesting such additional coverage.

10.2 BPPR’s Indemnity. BPPR hereby agrees to indemnify, defend, protect and hold harmless EVERTEC, its Affiliates (except for BPPR) and their respective Representatives, suppliers, Third Party information providers, sub-contractors and permitted assigns and successors in interest (collectively the “EVERTEC Indemnitee”) from and against any Losses incurred or suffered by, or asserted against, such EVERTEC Indemnitee directly or indirectly in relation to or arising from: (a) any breach of this Agreement by BPPR; (b) any claim brought by any Third Party against an EVERTEC Indemnitee based on BPPR’s use of the Services; (c)

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EVERTEC’s compliance with BPPR’s Specifications or instructions; (d) acts or omissions of BPPR and its Representatives in connection with the installation, maintenance, presence, use or removal of equipment or software not provided by EVERTEC; (e) claims for infringement of any Third Party Intellectual Property right, arising from the use of any services or systems not provided by EVERTEC; (f) EVERTEC’s use of Intellectual Property or data supplied by BPPR; (g) the use of the Internet or the placement or transmission of any materials on the Internet by BPPR; (h) breach of contract and/or the warranties of merchantability and/or fitness for particular purpose, and related in any way to any service or product sold or offered by BPPR and/or any of its Affiliates at and/or through the BPPR’s electronic payment system; and (i) the contents of BPPR’s online web site and/or any other web site of BPPR’s Affiliates violates any copyright, proprietary right of any Third Party, state and federal regulations, or contains any matter that is libelous, scandalous or relates to products or services the offering or sale of which would in any manner be against the law.

10.3 EVERTEC’S Indemnity. Unless otherwise provided for in this Agreement, EVERTEC hereby agrees to indemnify, defend, protect and hold harmless BPPR, its Affiliates and their respective Representatives, suppliers, Third Party information providers, sub-contractors and permitted assigns and successors in interest (collectively the “BPPR Indemnitee”) from and against all claims against BPPR Indemnitee for damage to, or loss of use of property of Third Parties and/or injury or death of any person to the extent that such damage, injury or death is caused by the negligent act or omission of EVERTEC in connection with EVERTEC’s performance of the Services under this Agreement.

10.4 Indemnification Procedures. With respect to claims covered by Sections 10.2 or 10.3 above, the following procedures will apply:

a) Notice. Promptly after receipt by a party entitled to indemnification (the “indemnitee”) of notice of the commencement or threatened commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim in respect of which the indemnitee will seek indemnification pursuant to this Article Ten, the indemnitee will notify the party obligated hereunder to indemnify the indemnitee (“indemnitor”) of such claim in writing. The failure of indemnitee to so notify an indemnitor will relieve indemnitor of its obligations under this Section to the extent that indemnitor can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from the indemnitee relating to any claim, but no later than fifteen (15) days before the date on which any response to a complaint or summons is due, the indemnitor will notify the indemnitee in writing if the indemnitor elects to assume control of the defense and settlement of that claim (a “Notice of Election”).

b) Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor will be entitled to have sole control over the defense and settlement of such claim; provided that (i) the indemnitee will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the indemnitor will notify the indemnitee before ceasing to defend against such claim, and will not compromise or settle such claim without the indemnitee’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the indemnitee, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the indemnitee from all liability arising from or relating to such claim. After the indemnitor has delivered a Notice of Election relating to any claim, the indemnitor will not be liable to the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor will not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such amount was agreed to without the written consent of the indemnitor.

c) Procedure Where No Notice of Election Is Delivered. If the party which is the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, the indemnitee will have the right to defend the claim in such manner as it may deem appropriate, and the failure of the indemnitor to deliver such Notice of Election will not affect the indemnification obligations of such party under this Agreement.

d) Cooperation. When seeking indemnification, the indemnitee will at all times reasonably cooperate with the indemnitor in the defense or settlement of any claim which is subject to this Article Ten.

e) Entitlement to Payment. In the event an indemnitor elects not to assume control of the defense and settlement of that claim, the indemnitee will be entitled to payment by the indemnitor upon the indemnitee’s settlement of the claim or the adjudication of liability, whichever first occurs.

10.5 Subrogation. In the event that a party will be obligated to indemnify the other party pursuant to this Article Ten, the indemnitor will, upon payment of such indemnity in full, be subrogated to all rights of the indemnitee with respect to the claims to which such indemnification relates. The indemnitee will reasonably cooperate with indemnitor, including the execution of appropriate documents, to enable the indemnitor to receive the benefit of the right of subrogation outlined in this Section 10.5.

ARTICLE ELEVEN – MISCELLANEOUS

11.1. Survival. The parties’ respective confidentiality and indemnification obligations, as well as the provisions governing limits of liability, will survive any termination of this Agreement.

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11.2. Relationship between the Parties. EVERTEC and BPPR shall at all times be deemed to be independent contractors, and nothing contained in this Agreement shall be construed in any way as establishing a partnership, joint venture, express or implied agency relationship between EVERTEC and BPPR. EVERTEC and BPPR will have no authority to enter into contracts on each other’s behalf, to hire or fire employees of one another or in any way to obligate each other to any third party. EVERTEC has the sole right to supervise, manage, contract, direct, perform or cause to be performed, all of the services to be performed by EVERTEC under this Agreement.

11.3. Non-Exclusive. Except as otherwise set forth herein or agreed to by the parties in writing, the parties hereto acknowledge that this Agreement is not exclusive and nothing contained herein will be construed to create an exclusive relationship between EVERTEC and BPPR. As such, EVERTEC will not be limited in entering into similar agreements with other Persons to provide the same or similar services.

11.4. Other Agreements. EVERTEC shall have the right to subcontract and/or to enter into separate agreements with any other person, firm or corporation to provide any or all of the services contemplated in this Agreement. Furthermore, EVERTEC shall have the right to enter into separate agreements to provide to any non-Participant any or all of the services contemplated in this Agreement.

11.5. Assignment.

a) Each party hereto may sell, transfer, lease, assign or otherwise dispose of any of its ATM terminals; provided, however that: (i) such party shall give written notice to the other party not less than two (2) Business Days prior to such transfer, and (ii) such transfer shall not, by itself, cause the acquirer of such ATM terminals to become a Participant or to acquire any right to participate or have access to the ATH Network. The party transferring such ATM terminals shall take, at its expense, all reasonable steps to disconnect said ATM terminals from the ATH Network and to ensure compliance by the acquirer with the provisions of this paragraph.

b) Assignment. Other than a Permitted Assignment pursuant to Section 11.5(c) or (d), this Agreement may not be assigned by either party without the prior written consent of the other party; provided, that either party may assign its rights, duties and obligations under this Agreement to its financing sources solely in connection with the granting of a security interest and the enforcement of all rights and remedies that the assigning party has against the other party under this Agreement, subject to the claims, defenses and rights, including rights of set off, that such other party may have against the assigning party.

c) Assignment to Subsidiaries. EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly-owned Subsidiary of EVERTEC (an “Assignee Sub”) if (i) such Assignee Sub is identified by EVERTEC to BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to provide to BPPR or its Subsidiaries, in the country, state, territory or other jurisdiction (“Jurisdiction”) in which the Assignee Sub is organized, the specific obligations required to be performed pursuant to the assignment of this Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) BPPR has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and BPPR is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) BPPR is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to BPPR, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly-owned Subsidiary, directly or indirectly, of EVERTEC; and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to BPPR assumed by Assignee Sub under this Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.

d) Assignment to Third Parties. EVERTEC may assign all of its rights, duties and obligations (or those rights, duties and obligations arising after the effectiveness of the assignment) in a transaction with a third-party assignee (an “Asset Acquirer”) if (i) such Asset Acquirer is identified by EVERTEC to BPPR at least 30 Business Days prior to the consummation of the proposed assignment; (ii) such Asset Acquirer (A) acquires at least 90% of the consolidated gross assets (excluding cash) of EVERTEC and its Subsidiaries and (B) assumes at least 90% of the consolidated gross liabilities (excluding Indebtedness) of EVERTEC and its Subsidiaries (including the assignment and assumption of all commercial agreements between EVERTEC or any of its Subsidiaries, on the one hand, and Popular, BPPR or any of their respective Subsidiaries, on the other hand) through one legal entity; (iii) neither the Asset Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (iv) the Asset Acquirer will be Solvent immediately after and giving effect to such proposed assignment; and (v) EVERTEC reasonably believes that the Asset Acquirer, after completion of the proposed purchase and assumption transaction, will be capable of performing the obligations and duties of EVERTEC under this Agreement.

e) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed assignment pursuant to this Section 11.5 would be in compliance with the requirements of the provisions contained in this Section 11.5, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this

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Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed assignment other than information that would create any potential liability under applicable Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

f) Notice of Objection. BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed assignment of any objection to any proposed assignment to an Asset Acquirer under Section 11.5(d) unless EVERTEC has failed to satisfy its obligations pursuant to Section 11.5(e) and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 11.5(e). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed assignment.

g) Implied Consent. Notwithstanding anything contained herein, if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of a transaction resulting in a proposed assignment and was not compelled to do so as part of a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to securities issued by Holdco or EVERTEC or any successor or other entity that acquired all or substantially all the assets of Holdco or EVERTEC or any of their respective successors, then it shall be deemed to have consented to the assignment.

h) Invalidity of Impermissible Assignments. Any attempted or purported assignment in violation of this Section 11.5 hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Section 11.5 will terminate in the event and to the extent of the termination of this Agreement.

i) BPPR Asset Transfer. If BPPR or any of its Subsidiaries transfers, in a single transaction or series of related transactions (including in a merger, business combination, reorganization, or similar transaction (including by operation of law)), 50% or more of BPPR’s consolidated assets in the Region as of the time of transfer, or assets that generate 50% or more of BPPR’s consolidated revenues in the Region for the full twelve-month period ending at the time of transfer, to any Person, then BPPR shall assign to such Person its rights, duties and obligations under this Agreement in respect of the Services provided to BPPR and shall cause such Person to assume its liabilities under this Agreement in respect of the Services provided to BPPR. For the avoidance of doubt, no such assignment shall relieve BPPR of its obligations under this Agreement to the extent BPPR survives any such sale of assets, merger, business combination, reorganization, or similar transaction.

11.6. EVERTEC Change of Control.

a) EVERTEC Change of Control. BPPR shall have the right, subject to Section 11.6(c), to terminate this Agreement up to 30 days following the later of (i) the occurrence of an EVERTEC Change of Control or (ii) the date on which EVERTEC provides BPPR written notice that an EVERTEC Change of Control has occurred or is likely to occur (provided that if EVERTEC has not satisfied its obligations pursuant to Section 11.6(b) and that BPPR asserts such failure prior to the expiration of the 30-day period then such 30-day period shall be tolled until EVERTEC satisfies its obligations under Section 11.6(b), and provided further that if an EVERTEC Change of Control occurs, and EVERTEC fails to provide BPPR written notice thereof within 30 days thereof, then BPPR shall have an unqualified right to terminate this Agreement), unless (w) the Person or Group of Persons proposing to engage in such proposed EVERTEC Change of Control transaction (the “Control Acquirer”) is identified to BPPR by EVERTEC at least 30 Business Days prior to such proposed EVERTEC Change of Control; (x) neither the Control Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (y) EVERTEC (or its successor, as applicable) will be Solvent immediately after and giving effect to such proposed EVERTEC Change of Control; and (z) EVERTEC (or its successor, as applicable), after the proposed EVERTEC Change of Control, will be capable of performing the obligations and duties of EVERTEC under this Agreement; provided further that if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of the transaction resulting in the EVERTEC Change of Control or Transfers (other than a Transfer in the context of a merger, business combination, reorganization, recapitalization or similar transaction) any equity securities in connection with the transaction resulting in the EVERTEC Change of Control and, in either case, was not compelled to do so as part of a Drag-Along Transaction, a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to Holdco, EVERTEC or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries, then such termination right shall not apply.

b) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed EVERTEC Change of Control would be in compliance with the requirements of this Section 11.6 including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed EVERTEC Change of Control other than information that would create any potential liability under Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

c) Notice of Objection. If EVERTEC provides at least 30 days written notice to BPPR prior to an EVERTEC Change of Control, BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed

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EVERTEC Change of Control of any objection to any proposed EVERTEC Change of Control on the basis that it does not satisfy the criteria set forth in clauses (w) through (z) of Section 11.6(a) (unless EVERTEC has failed to satisfy its obligations pursuant to Section 11.6(b) and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day objection period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 11.6(b)). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed EVERTEC Change of Control and waived its right of termination under Section 11.6(a).

11.7.  Binding Effect. This Agreement and all the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties hereto intend that this Agreement will not benefit or create any right or cause of action in, or on behalf of, any Person other than the parties hereto.

11.8. No Third-Party Beneficiaries. Each party intends that this Agreement will not benefit, or create any right or cause of action in or on behalf of, any Person other than BPPR and EVERTEC.

11.9. Entire Agreement. This Agreement contains the entire understanding of all agreements between the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding, oral or written, pertaining to any such matters which agreements or understandings will be of no force or effect for any purpose. This Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties hereto or their respective permitted successors-in-interest.

11.10. Incorporation. The Operating Rules, ATH Network Branding Standards, Exhibits, Schedules, Exhibits, Schedules, Addenda, Riders certificates, agreements and other documents attached hereto and to which reference is made herein are incorporated by reference as if fully set forth herein.

11.11. Severability. The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision is too broad to be enforced as written, the parties intend that the court should reform the provision to such narrower scope as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance.

11.12. Waiver. The tardiness or failure by any of the parties hereto in exercising any right or privilege pursuant to this Agreement will not operate as a waiver thereof, nor will the exercise of any right by any party serve as an obstacle to the exercise of any other rights, powers or privileges, or any portion thereof. The waiver of any breach of any provision under this Agreement by any party will not be deemed to be a waiver of any preceding or subsequent breach under this Agreement. No such waiver will be effective unless in writing.

11.13. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Puerto Rico applicable to contracts made and entirely to be performed therein. BPPR agrees to submit to the jurisdiction and venue of the Court of First Instance of Puerto Rico for claims arising under this Agreement.

11.14. Trial by Jury. The parties hereby mutually agree that no party, nor any permitted assignee, successor, heir or Representative of thereof will seek a jury trial in any lawsuit, proceeding, counterclaim, or any other litigation procedure based upon or arising out of this Agreement, or any related agreement or instrument between the parties. None of the parties will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial has not been waived. The provisions of this section have been fully negotiated by the parties. The waiver contained herein is irrevocable, constitutes a knowing and voluntary waiver, and will be subject to no exceptions.

11.15. Consultation; Arbitration. Any dispute, controversy or claim between the parties or against any Representative of the other related to this Agreement and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved as set forth in this section. Each party will give written notice (“Notice of Dispute”) to the other party of any Dispute claimed by it. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of the Chief Operating Officer and the Chief Financial Officer of EVERTEC and the Chief Operating Officer, the Chief Financial Officer and/or the Chief Information Officer of BPPR. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A single, neutral arbitrator will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator.

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Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any Dispute arising out of or relating to this Agreement, unless to do so would be impossible or impracticable under the circumstances. All Disputes between BPPR and Participants will be resolved in accordance with the Operating Rules.

11.16. Cumulative Remedies. Except as otherwise expressly provided, all rights and remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other rights and remedies available to either party at law, in equity or otherwise and will not serve to exclude the exercise of any right or remedy provided by law.

11.17. Non-Solicitation. BPPR agrees that, during the period commencing on the execution of this Agreement and ending upon the one (1) year anniversary of the expiration or termination of this Agreement, without the prior written consent of EVERTEC, BPPR shall not, and it shall cause its Subsidiaries not to, directly or indirectly, (i) induce or encourage any employee of EVERTEC to terminate his or her employment with EVERTEC, (ii) solicit for employment or any similar arrangement any employee of EVERTEC or (iii) hire or assist any other Person in hiring any employee of EVERTEC; provided that BPPR and its Subsidiaries shall not be restricted from (i) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of EVERTEC, (ii) making any general advertisement not targeted at employees of EVERTEC appearing in a newspaper, magazine, Internet sites or trade publication, or (iii) soliciting or hiring any person who has not been an employee of EVERTEC for at least 180 days prior to being solicited or hired by BPPR or its Subsidiaries and whom neither BPPR nor any of its Subsidiaries, subject to clauses (i) and (ii) of the proviso, have solicited over such 180-day period.

11.18. Prohibition on Publicity. Except for general marketing presentations promoting the ATH Network, listings of actual Participants in the ATH Network and related disclosures and activities, neither party may advertise or promote using the name or description of the other party including, but not limited to, disclosing the existence or contents of this Agreement, without in each instance the express written consent of the other party.

11.19. Business Days and Legal Holidays. In the event that any action, payment, or time period, under this Agreement, becomes due on a day that is a Legal Holiday, such action, payment or time period will be performed and/or expire, as applicable, on the next Business Day immediately following the Legal Holiday.

11.20. Notices. All notices, requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents will be in writing and delivered to the applicable party at its main office or any other place as designated by the parties in writing.

11.21. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

11.22. Representations and Warranties. EVERTEC and BPPR each represent and warrant that (i) it has the power and authority to grant the rights and perform the obligations to which it commits herein; (ii) the execution of this Agreement by the person representing it will be sufficient to render the Agreement binding upon it; (iii) neither its performance hereunder nor the exercise by the other party of rights granted by the warranting party hereunder will violate any applicable laws or regulations, or the legal rights of any Third Parties, or the terms of any other agreement to which the warranting party is or becomes a party; and (iv) it has and will maintain an adequate system of internal controls and procedures for financial reporting. Each party is separately responsible for ensuring that its performance and grant of rights do not constitute any such violation during the term of this Agreement. Each of the foregoing representations and warranties and any other representations and warranties made throughout this Agreement will be deemed provided by the parties on the Effective Date hereof and will be continuous in nature throughout the life of this Agreement.

11.23. Specific Performance. BPPR and EVERTEC agree that if an act or omission of BPPR or any of its Subsidiaries, on the one hand, or EVERTEC, on the other hand, results in a breach of Section 2.2(c), Section 2.10, Section 11.5(i), Section 11.17, Article 5 or Article 6, EVERTEC or BPPR, as applicable, will be irreparably damaged, no adequate remedy at law would exist and damages would be difficult to determine, and that EVERTEC or BPPR, as applicable, shall be entitled to an injunction or injunctions to prevent such breach, and to specific performance of the terms of Section 2.2(c), Section 2.10, Section 11.5(i), Section 11.17, Article 5 or Article 6, as the case may be, in addition to any other remedy at law or equity, without having to post bond or any financial undertaking.

11.24. Limitation of Actions. No action, regardless of form, arising out of any claimed breach of this Agreement or the Services provided hereunder, may be brought by either party more than two (2) years after the cause of action has accrued or after the statute of limitations prescribed by Puerto Rico law, whichever is less.

11.25. Additional Assurances. Both parties covenant and agree that subsequent to the execution and delivery of this Agreement and without any additional consideration, each will execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement.

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11.26. Amendment and Restatement. This Agreement (1) amends and restates the 2000 ATH Network Agreement and the 2000 Service Riders and (2) upon the Effective Date, the provisions of this Agreement shall supersede the provisions of the 2000 ATH Network Agreement and the 2000 Service Riders, each of which shall no longer be in effect, other than any accrued obligations that are outstanding as of the Effective Date.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized Representatives as of the date first written above.

BANCO POPULAR DE PUERTO RICO		EVERTEC, INC.
By:	/s/ Ileana González	By:	/s/ Félix M. Villamil
Name:	Ileana González	Name:
Title:	SVP	Title:

[Signature Page to Amended and Restated ATH Network Participation Agreement]

Exhibit A – Defined Terms

1. “ACH Payment Account” means the Automated Clearing House bank account established by BPPR as described in the Operating Rules.

2. “Affiliate” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and, (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates.

3. “Apollo” means AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands.

4. “Asset Acquirer” has the meaning set forth in Section 11.5(d).

5. “Assignee Sub” has the meaning set forth in Section 11.5(c).

6. “Authorized Locations” means the data centers and other locations owned or leased by EVERTEC, as the same may be amended from time to time, for providing the Services and/or maintaining, processing, or storing BPPR Data under this Agreement.

7. “beneficially owned”, “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Person (the “Initial Person”) shall be deemed to beneficially own any securities beneficially owned by another Person who is not an Affiliate of such Initial Person (the “Other Person”) (disregarding solely for the purposes of determining securities beneficially owned by such Other Person, (i) application of this sentence to any securities that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such securities) to such Other Person in compliance with the Stockholder Agreement or other applicable Group Agreement and (ii) any Group Securities with respect to such Other Person), including without limitation, another Holder that is not an Affiliate of such Initial Person.

8. “Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved in the time period expressly contemplated or, in the absence of an expressly contemplated time period, in such time period as applicable, in accordance with historical practices and, to the extent there are no historical practices, within a commercially reasonable time period.

9. “BPPR” has the meaning set forth in the Recitals.

10. “BPPR Data” means BPPR’s data, records and information maintained and processed by EVERTEC, including all Customer Information.

11. “Business Continuity Plan” means the processes, preventive arrangements and measures taken by a party to be able to respond to an Event in order to be able to continue offering its services without interruption or significant changes.

12. “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York or San Juan, Puerto Rico are authorized or obligated by Law or executive order to close.

13. “Change of Control” means, with respect to any Person, the acquisition, by a non-Affiliate of such Person, of (a) more than fifty percent (50%) of the voting power of such Person or (b) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of such Person.

14. “Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries).

15. “Confidential Information” means all confidential or proprietary data, information, know-how and documentation not generally known to the public and any and all tangible embodiments thereof, including, but not limited to, that which relates to business plans, financial information and projections, agreements with Third Parties, drawings, designs, specifications, estimates, blueprints, plans, data, reports, models, memoranda, notebooks, notes, sketches, artwork, mock-ups, letters, manuals, patents, patent applications, trade secrets, research, products, services, suppliers, customers, markets, software, developments, inventions, processes, technology, Intellectual Property, engineering, hardware configuration, marketing, operations, pricing, distribution, licenses, budgets or finances, and copies of all or portions thereof which in any way related to the business of EVERTEC or BPPR, as the case may be, whether or not disclosed, designated or marked as proprietary, confidential or otherwise. Confidential Information will include EVERTEC’s physical security systems, access control systems, and specialized recovery equipment and techniques. Confidential Information will include BPPR’s Customer Information and BPPR Data.

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16. “Control,” and its correlative meanings, “Controlling,” and “Controlled,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

17. “Control Acquirer” has the meaning set forth in Section 11.6(a).

18. “Customer Information” means any and all non-public personal information made available to EVERTEC or EVERTEC Representatives for the purpose of obtaining any service or product offered by EVERTEC and/or BPPR for personal, family or household purposes.

19. “Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

20. “Dragged Asset Sale” has the meaning set forth in Section 4(d)(vii) of the Stockholder Agreement.

21. “Encumbrances” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third-party right, including restrictions on the right to vote equity interests.

22. “Event” means those events that require a party to put into effect its Business Continuity Plan.

23. “EVERTEC Change of Control” means, with respect to EVERTEC, any:

(i) merger, consolidation or other business combination of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries that results in the stockholders of EVERTEC (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or a series of related transactions, holding, directly or indirectly, less than 50% of the voting power of EVERTEC (or such Subsidiary or Subsidiaries) or any such successor, other entity or surviving entity, as applicable, immediately following the consummation of such transaction or series of related transactions; provided that this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons that had not had “control” of EVERTEC immediately prior to such transaction, as such term is defined under the Bank Holding Company Act of 1956, shall have obtained such “control”;

(ii) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries to a Person or Group of Persons (other than a Transfer of such equity to Apollo Global Management LLC, Popular, any Permitted Ultimate Parent, or their respective Controlled Affiliates);

(iii) transaction in which a majority of the board of directors or equivalent governing body of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of EVERTEC (or such successor or other entity) immediately prior to such transaction (or are not nominated by Apollo Global Management LLC, Popular, any Permitted Ultimate Parent or their respective Controlled Affiliates), except (X) resulting from the compliance, at the time of an initial public offering of either Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which Holdco’s or EVERTEC’s (or such successor’s or other entity’s), as the case may be, equity securities will be listed pursuant to such initial public offering, (Y) if a majority of such board of directors is not “independent” under the rules of the applicable securities exchange on the date following such initial public offering upon which Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), as the case may be, first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange that first apply upon Holdco or EVERTEC (or such successor’s or other entity’s), as the case may be, ceasing to be a “controlled company” (or similar status), or (Z) the loss of directors of EVERTEC pursuant to Section 2 of the Stockholder Agreement (as in effect on the date hereof or as may be amended with the approval of Popular and BPPR) that does not result in another Person or Group of Persons having the right or ability to appoint a majority of the board of directors or equivalent governing body of Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) as a result of such transaction; provided that, for the avoidance of doubt, this clause (Z) shall only apply to the resignation and initial replacement of such directors and not to any subsequent replacement of such directors (whether in connection with another transaction or otherwise); or

(iv) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of EVERTEC and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) to a Person who is not an Affiliate of EVERTEC at such time.

24. “Exchange Act” means the Securities Exchange Act of 1934.

25. “Force Majeure” means causes beyond a Person’s reasonable control, including, but not limited to, acts of God, acts of civil or military authority, war, terrorism, civil commotion, governmental action, explosion, strikes, labor disputes, riots, sabotage, epidemics, fires, floods, hurricanes, earthquakes, or other similar events or disasters.

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26. “Governmental Authority” means the government or any agency thereof, of any nation, state, commonwealth (including the Commonwealth of Puerto Rico), city, municipality or political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government that have regulatory, supervisory, and/or examination authority with respect to BPPR and/or of EVERTEC with respect to the matters covered by the Services or their respective operations or financial condition, any quasi-governmental entity or arbitral body, any SRO and any applicable stock exchange.

27. “Group Agreement” means any agreement governing the acquisition, holding, voting or disposition of securities of a Person; provided, that, so long as Apollo or a subsequent Permitted Controlling Holder is an Affiliate of such Person, such Person is a party to such agreement.

28. “Group of Persons” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

29. “Group Securities” means any securities beneficially owned by a Person solely as a result of the Stockholder Agreement or any other Group Agreement and, for the avoidance of doubt, which securities have not been Transferred to such Person or any of its Controlled Affiliates.

30. “Holdco Common Shares” means the common stock of Holdco, par value $0.01 per share.

31. “Holdco” means Carib Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

32. “Holders” means the holders of Holdco Common Shares who are parties to the Stockholder Agreement as set forth in Schedule I thereto, as the same may be amended or supplemented from time to time.

33. “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

34. “Initial Person” has the meaning set forth in the definition of “beneficially owned.”

35. “Intellectual Property” means the Licensed Marks and any and all trademarks, service marks, copyrights, patents, trade secrets, commercial and/or internet domain names, software, source codes, systems, programs, instructions, manuals, and written material (including reports, formats, tapes, listings and other programming documentation) contract forms, client lists, marketing surveys or other information, the names, features, designs and other specifications related to the names of products or services developed or used or that may hereafter be developed offered or sold by EVERTEC, and methods of processing, specific design and structure of individual programs and their interaction and unique programming techniques employed therein.

36. “Jurisdiction” has the meaning set forth in Section 11.5(e).

37. “Legal Holiday” means Saturday, Sunday or any legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC.

38. “Legal Requirements” mean any applicable federal, state, Puerto Rico, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of law, regulation, statute, guidance or treaty issued by a Governmental Authority.

39. “Licensed Marks” means collectively, the ATH^® logo and the ATH^® word mark and any other trademarks or service marks used by EVERTEC in connection with the ATH^® Network.

40. “Loss(es)” means losses, lost profits, liabilities, claims, damages, fines, expenses, penalties, interest expense, costs and fees and disbursements, (including legal counsel and experts’ fees and disbursements), net of any amounts recovered with respect thereto under insurance policies covering any liability thereof if and to the extent applicable in each case, individually or collectively.

41. “Material Adverse Effect” means, with respect to any Person, any fact, event, change, effect, development, condition or occurrence that has a materially adverse effect on or with respect to any business, assets, liabilities, financial condition, or results of operations of such Person.

42. “Merger Agreement” means the Agreement and Plan of Merger, dated June 30, 2010, among Popular, AP Carib Holdings Ltd., Carib Acquisition, Inc. and EVERTEC, as it may be amended, restated or supplemented from time to time.

43. “Non-Controlled Public Entity” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

44. “Operating Rules” means the ATH Network Operating Rules as such rules may be amended by EVERTEC from time to time.

45. “Other Person” has the meaning set forth in the definition of “beneficially owned.”

46. “Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

47. “Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Section 11.5 or without BPPR validly exercising its termination right pursuant to Section 11.6 provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities.

48. “Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Agreement to an Assignee Sub in compliance with the provisions of Section 11.5.

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49. “Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Agreement to an Asset Acquirer in compliance with the provisions of Section 11.5.

50. “Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

51. “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof.

52. “Popular” means Popular, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico.

53. “Region” means Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands.

54. “Representative” means with respect to a particular Person, any director, officer, partner, member, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

55. “Services” has the meaning set forth in Section 2.1.

56. “Solvent” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

57. “SPV Affiliate” means with respect to any Person, any Affiliate of such Person, whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Affiliate.

58. “SRO” means any domestic or foreign securities, broker-dealer, investment adviser or insurance industry self-regulatory organization.

59. “Stockholder Agreement” means the Stockholder Agreement among Carib Holdings, Inc. and the holders party thereto dated September 30, 2010.

60. “Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

61. “Third Party” means any Person that is not a party to this Agreement and is not an Affiliate of any party to this Agreement.

62. “Transfer” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Apollo or such Affiliate, as applicable, and (iii) each of (x) a Transfer of equity interests of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any security beneficially owned by such Permitted Ultimate Parent Entity or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

63. “Ultimate Parent Entity” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Permitted Controlling Holder, (x) the Person which (A)(i) Controls such Permitted Controlling Holder or (ii) if no Person Controls such Permitted Controlling Holder, the beneficial owner of a majority of the voting power of such Permitted Controlling Holder and (B) is not itself Controlled by any other Person that is an Ultimate Parent Entity of such Permitted Controlling Holder or, (y) if no such Person exists, the Permitted Controlling Holder; provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

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Schedule F

Schedule of Fees

See Attached

SCHEDULE F

PRICE STRUCTURE FOR ATH NETWORK SERVICES

Banco Popular de Puerto Rico

Revised: January 2011

NETWORK STANDARD SERVICES

AFFILIATION
Participation Fee	$[***] per year per Participant			Fee payable by the Participant for participation in the ATH Network.
SWITCH FEE (Any transaction passing through the switch)
ATM Transactions	Minimum of $[***] per day* $[***] each per transaction			Fee payable by the Issuer Participant when transactions pass through the switch. * Minimum per day is payable only if the settlement is performed by EVERTEC.
POS Transactions	$[***] per transaction $[***] per transaction			Fee payable by the Issuer Participant. Fee payable by the Terminal Participant.
ATM INTERCHANGE FEE
ATM Transactions	Per transaction fee:
	Transaction Type	On Premises	Off Premises
	Monetary	$[***]	$[***]	Fee payable by the Issuer Participant to the Terminal Participant
	Non Monetary	$[***]	$[***]
	ATM incomplete or denied	$[***]	$[***]
POS INTERCHANGE FEE
POS Transactions
	Industry Categories (SIC)	Basis Points
	Restaurants	[***]%		Fee payable by the Terminal Participant to the Issuer Participant. The fee will be calculated applying the basis points to the dollar amount of the sales ticket. There is a minimum of $[***] per transaction on all categories. Financial Services will be assessed a maximum of $[***].
	General Services	[***]%
	Gas Stations	[***]%
	Financial Services	[***]%
	Public Administration	[***]%
	Education	[***]%
	Health Services	[***]%
	Retailers	[***]%
	Supermarkets	[***]%
ACCOUNTING MANAGEMENT
POS Transactions	$[***] per transaction			Fee payable by the Terminal Participant for reports and Electronic Draft Capture (EDC) process.
BALANCED PORTFOLIO
ATM Transactions	$[***] per excess on ATM transaction			Fee payable by the Issuer Participant for the excess of ATM Transactions over POS Transactions (unbalanced portfolio).
CERTIFICATION
Testing time for ATM and POS	$[***] per hour or fraction, per occurrence, during business day 8:00 am to 5:00 pm			Fees payable by the Participant. All certifications are subject to applicable charges, will the exception of new affiliation which will be entitled to [***] hours free of charge.
	$[***] per hour or fraction, at other times

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

6

NETWORK STANDARD SERVICES

1. GATEWAY FEES
Processor	Applicable network fees and communications costs			Fees payable by the Participant. Communication cost will be allocated on the basis of the proportional number of transactions processed through the Gateway processor. Minimum: $[***]. Other processor costs will be allocated to the Participant.
FTP ACCESS
Transmission Fee	$[***] per month per institution			Fee payable by the Participant.
Re-creation of Transmission	$[***] per each day re-created			Fee payable by the Participant for re-creation of transmissions of previous settlements dates.
Re-creation of Hard Copy Reports	$[***] per each day re-created			Fee payable by the Participant for re-creation of hard copy reports of previous settlement dates.
Transaction Files	$[***] per month per file			Fee payable by the Participant for Issuer and Terminal Participant activity and transaction log.
2. EDUCATIONAL TRAININGS
Settlement	No Charge			Applies to new affiliations.
Additional	$[***] one person $[***] per additional participant
On site	$[***] one person $[***] per additional participant			Fees payable by the Participant.
ATH BRAND DEVELOPMENT FUND
Quarterly Gross Dollar Volume	From	To	Basis Points	Fee payable by the Participant. The fee is applied using the basis points tier structure for the total monetary volume of ATM and POS transactions per quarter. Applies to “not on us” transactions.
	$[***]	$[***]	[***]%
	$[***]	$[***]	[***]%
	$[***]	$[***]	[***]%
	$[***]	$[***]	[***]%

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

7

Initial Each Box Below	NETWORK OPTIONAL SERVICES
AUTHORIZATIONS
STAND-IN AUTHORIZATION FEES
	ATM Transactions	$[***] per transaction (completed)	Fees payable by Participants that elect to have the ATH Network authorize ATM and/or POS transactions on their behalf.
	POS Transactions	$[***] per transaction (completed)
CARD ACCEPTANCE AT PUENTE TEODORO MOSCOSO
	Processing	Any transaction passing to the switch	Fee payable by the Issuer Participant. See Network Standard Services Switch Fee Table.
	Interchange	Any transaction passing to the switch	Fee payable by the Terminal Participant to the Issuer Participant. See Network Standard Services Switch Fee Table.
CARD ACCEPTANCE AT NYCE POR TERMINALS
	Processing	$[***] per transaction	Fee payable by the Issuer Participant.
	Interchange	Variable	Fee payable by NYCE to the Issuer Participant in accordance with NYCE operating rules.
ATM
SURCHARGE
	Per transaction fee	$[***] per surcharged transaction	Fee payable by the Terminal Participant for ATM transactions that are settled by the ATH Network. Fee does not apply to foreign transactions.
ATM INTERBANKING TRANSFER
	ATM Transaction	Switch Fee (Any transaction passing to the switch)	Fee payable by the Issuer Participant and the Receiver Participant. See Network Standard Services Switch Fee Table.
	Interchange	$[***] per transaction	Fee payable by the Issuer Participant to the Terminal Participant.
	Implementation	Shall be determined in a one-to-one basis and quoted accordingly	Fee payable by the Terminal Participant for ATM loads and screen modifications.
MOBILE PHONE ATM AIRTIME SALES
	ATM Transaction	$[***] per transaction	Fee payable by the Terminal Participant for completed sales transactions for Claro airtime activations.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

8

Initial Each Box Below	PROCESSING OPTIONAL SERVICES
ATM SERVICES
ATM PRODUCTS
	ATM Driving	Per month, per machine
		From	To	Fee
		[***]	[***]	$[***]	Fees payable by the Terminal Participant for ATMs connected to the ATH Network for driving.
		[***]	[***]	$[***]
		[***]	[***]	$[***]
		[***]	[***]	$[***]
	ATM Monitoring Web Access	$[***] per user id, per month			Fees payable by the Terminal Participant for accessing the Web Monitoring Services.
OTHER SERVICES
MOBILE BANKING SERVICES
	Balance Inquiry	$[***] per transaction			Fee payable by the Issuer Participant.
	Interchange	$[***] per transaction			Fee payable by ATH Network to the Issuer Participant.

/s/ Roberto Delgado	/s/ Luis Cestero
Roberto Delgado	Luis Cestero
Vice President	SVP Retail
13 JAN 2011	1/13/11
Date	Date

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

9

SERVICE RIDER

ATM DRIVING

This Service Rider to the Amended and Restated ATH Network Participation Agreement (the “Agreement”) is made on this 30th day of September, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO (“BPPR”) and EVERTEC, INC. (“EVERTEC”) and forms a part of, and is subject to, the terms and conditions of the Agreement. Unless indicated otherwise, any capitalized terms not specifically defined herein shall have the meaning set forth in the Agreement or the Operating Rules.

RECITALS

WHEREAS, EVERTEC provides automated teller machine (ATM) terminal driving, monitoring and related network services (the “Services”); and

WHEREAS, BPPR wishes to subscribe to this Service Rider with EVERTEC in order to obtain the Services from EVERTEC, subject to the terms and conditions set forth herein.

NOW THEREFORE, the parties hereby agree as follows:

1. Front End Authorizations – EVERTEC will perform the front end communications for debit, credit and combined cards (hereinafter referred to as the “Cards”) authorizations for BPPR cardholders’ transactions from BPPR participating networks, such as, but not limited to: (i) Total Systems, (ii) ATH Network participants; and (iii) international networks. EVERTEC’s Services support a communication process, in which all authorizations are channeled to EVERTEC’s, and then routed to one of the following: (i) BPPR designated data center for BPPR on-us transactions; (ii) ATH Network for ATH Network participant transactions; or (iii) Visa, MasterCard or other payment gateways (such as Plus, Cirrus, American Express, Discover and Diner’s Club, etc.) for domestic and international transactions.

2. ATM Management Services – EVERTEC will provide BPPR with ATM management services under which EVERTEC will download modifications of the BPPR ATM software to BPPR ATMs. BPPR may request that EVERTEC provide modifications to the BPPR ATM software. Such modifications will be quoted separately and are not included in the pricing for the Services.

3. Settlement – the ATM balance function will be available on a daily basis (Monday through Sunday) and will support (i) settlement Cards; (ii) forced balance; and (iii) automatic balance (upon request). ATH Network settlement will be Monday through Friday and will include: (i) daily transaction reports; (ii) single point settlement; and (iii) interchange and fees reports.

4. Multi-Currency Support – EVERTEC will provide the required support for multi-currency dispensing at BPPR-specified ATM locations. Any modifications to the ATM software, hardware and/or Services that may be required for EVERTEC to comply with this section will be performed by EVERTEC at BPPR’s request and expense.

5. Monitoring – EVERTEC will provide BPPR ATMs, network and host monitoring 365 days, 24 hours daily. Any particular specifications for monitoring will be provided by BPPR and establish (i) the conditions to be monitored; (ii) the scheduled time period for escalation; and (iii) the mode of notification. EVERTEC will monitor BPPR ATMs, the ATH Network and the host for operational, network and security conditions. At BPPR’s request and expense (to be invoiced separately according to Schedule F of the Agreement), EVERTEC will also provide BPPR the required access to monitor BPPR ATMs, the network and the host for operational, network and security conditions. EVERTEC will provide BPPR with pre-defined performance reports that track and measure ATM availability, operation, hardware conditions, supplies and maintenance uptimes/downtimes. As part of the monitoring services, EVERTEC will also provide BPPR with a transaction monitoring tool and will monitor all communications circuits.

6. The parties agree that the fees for the Services contemplated under this Service Rider will be set forth in Schedule F of the Agreement.

7. This Service Rider will be coterminous with the Agreement and shall expire and become ineffective if at any time the Agreement is terminated for any reason.

[signature page follows]

10

IN WITNESS WHEREOF, the parties hereto have caused this Service Rider to be executed by their duly authorized representatives to be effective as of the Effective Date regardless of the actual date of signature below.

EVERTEC, INC.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Félix M. Villamil	By:	/s/ Ileana González
Name:		Name:
Title:		Title:

[Signature Page to ATM Driving Service Rider]

SERVICE RIDER

MOBILE PHONE ATM AIRTIME SALES

This Service Rider to the Amended and Restated ATH Network Participation Agreement (the “Agreement”) is made on this 30th day of September, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO (“BPPR”) and EVERTEC, Inc. (“EVERTEC”) and forms a part of, and is subject to, the terms and conditions of the Agreement. Unless indicated otherwise, any capitalized terms not specifically defined herein shall have the meaning set forth in the Agreement or the Operating Rules.

RECITALS

WHEREAS, BPPR has entered into an agreement with a mobile phone carrier to provide Participants’ cardholders the functionality of buying prepaid cellular air time (the “Airtime Purchases”) at certain designated BPPR ATM terminals (the “Designated ATMs”); and

WHEREAS, EVERTEC’s proprietary software for Participants’ ATM terminals can be configured to accept Airtime Purchases; and

WHEREAS, the parties agree that it is in their respective best interest that Participants’ cardholders have access to Airtime Purchases at the Designated ATMs.

NOW THEREFORE, the parties hereby agree as follows:

1. It is agreed that, as of the Effective Date of this Service Rider, Participants’ cardholders may use the Designated ATMs to make Airtime Purchases.

2. In connection with the ability of the Designated ATMs to accept Airtime Purchases, EVERTEC shall provide BPPR the following Services:

a) Certify or cause the Designated ATMs to be certified in order to be able to accept the Airtime Purchase transactions.

b) Perform ATM loads to configure the Designated ATMs in such a manner as to include the functionality of accepting Airtime Purchases.

c) Process authorization requests relating to the Airtime Purchase transactions, including:

i. receiving and accepting requests for authorization/verification for cardholder transactions initiated at the Designated ATMs;

ii. seeking authorization or denial of such transactions from the Issuer Participant of the cardholder;

iii. sending to the mobile phone carrier the mobile phone number to be activated with the Airtime Purchase; and

iv. relaying to the Designated ATM the corresponding authorization or denial message received from the Issuer Participant of the cardholder and the mobile phone carrier.

3. BPPR is responsible for:

a) Obtaining the appropriate certification of the Designated ATMs to enable same for processing the Airtime Purchase transactions and coordinating the activation of such Designated ATMs with EVERTEC.

b) Complying with any additional procedures required to accept Airtime Purchases as same may be published and modified from time to time.

c) Any claims related to Airtime Purchases or the mobile phone carrier.

4. The parties agree that the fees for the Services contemplated under this Service Rider, as well as any fees or charges relating to the Airtime Purchases, will be set forth in Schedule F of the Agreement.

5. This Service Rider will be coterminous with the Agreement and shall expire and become ineffective if at any time the Agreement is terminated for any reason.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Service Rider to be executed by their duly authorized representatives to be effective as of the Effective Date regardless of the actual date of signature below.

EVERTEC, INC.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Félix M. Villamil	By:	/s/ Ileana González
Name: FELIX M. VILLAMIL		Name:
Title:   PRESIDENT		Title:

[Signature Page to Mobile Phone ATM Airline Sales Service Rider]

SERVICE RIDER

NYCE POS TERMINAL ACCESS

This Service Rider to the Amended and Restated ATH Network Participation Agreement (the “Agreement”) is made on this 30th day of September, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO (“BPPR”) and EVERTEC, INC. (“EVERTEC”) and forms a part of, and is subject to, the terms and conditions of the Agreement. Unless indicated otherwise, any capitalized terms not specifically defined herein shall have the meaning set forth in the Agreement or the Operating Rules.

RECITALS

WHEREAS, EVERTEC has entered into a separate agreement (“Universal Access Agreement”) with NYCE Network Payments, LLC (“NYCE”) to provide access to ATH PIN debit card issuers to conduct PIN POS Terminal transactions at participating NYCE US merchants; and

WHEREAS, the ATH cardholders will be entitled to use the ATH card at participating NYCE merchants for the purchase of goods and services and to obtain cash advances, and

WHEREAS, the parties agree that it is in their best interest that BPPR have access to NYCE affiliated POS Terminals in accordance with the Universal Access Agreement; and

WHEREAS, BPPR wishes to subscribe to this Service Rider with EVERTEC in order to obtain the switching and settlement services for POS terminal transactions initiated by ATH cardholders, subject to the terms and conditions set forth herein.

NOW THEREFORE, the parties hereby agree as follows:

1. BPPR’s ATH cardholders may have access to NYCE affiliated POS Terminals in the United States for the purpose of seeking transaction authorization.

2. EVERTEC’s sole responsibility to BPPR shall be limited to switching the acquired transaction at a NYCE POS Terminal to EVERTEC for authorization and settlement (the “Services”).

3. EVERTEC will route such transactions to the card issuer or card issuer’s designated processor to secure the appropriate transaction response in a methodology determined by EVERTEC.

4. The parties agree that the fees for the Services contemplated under this Service Rider will be set forth in Schedule F of the Agreement.

5. In addition, BPPR agrees to pay to EVERTEC the corresponding ancillary fees assessed by NYCE in accordance with NYCE Ancillary Services Price Schedule. Any such fees will be billed to BPPR in accordance with the Agreement.

6. This Service Rider will be coterminous with the Agreement and shall expire and become ineffective if at any time the Agreement is terminated for any reason.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Service Rider to be executed by their duly authorized representatives to be effective as of the Effective Date regardless of the actual date of signature below.

EVERTEC, INC.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Félix M. Villamil	By:	/s/ Ileana González
Name:		Name:
Title:		Title:

[Signature Page to NYCE POS Terminal Access Service Rider]

EX-10.49

Exhibit 10.49

EXECUTION VERSION

ATH SUPPORT AGREEMENT

ATH SUPPORT AGREEMENT, dated as of September 30, 2010 (this “Agreement”), by and between Banco Popular de Puerto Rico (“BPPR”), a bank organized and existing under the laws of the Commonwealth of Puerto Rico, and EVERTEC, Inc., a Puerto Rico corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “EVERTEC”).

WHEREAS, BPPR transferred to EVERTEC the Transferred Assets (including among other things, in exchange for (1) New Shares and (2) the assumption by EVERTEC of the Assumed Liabilities, pursuant to the terms and conditions of the Merchant and Ticketpop Business Transfer and Reorganization Agreement, dated as of June 30, 2010, as amended (the “Business Transfer Agreement”);

WHEREAS, prior to the Effective Time, BPPR and its Affiliates (1) promoted, supported and marketed the ATH Network and the ATH Debit Cards and (2) issued ATH Debit Cards;

WHEREAS, EVERTEC has provided to BPPR and its Affiliates, certain data processing, applications, processing, check imaging, transmission, telecommunications, credit and debt card transaction processing, and related operational, technical, and consulting services, and shall continue to provide such services pursuant to the terms of the Amended and Restated Master Services Agreement (the “Master Agreement”), dated as of the date hereof, among Popular, Inc. (“Popular”), BPPR and EVERTEC, as it may be amended, extended, supplemented or renewed from time to time; and

WHEREAS, in the connection with the foregoing, the parties hereto wish to clarify that BPPR and its Affiliates will continue to support the ATH Network and to promote and support Cards that bear the symbol of the ATH Network as set forth below.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Transfer Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

“AAA” means the American Arbitration Association.

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates.

“Apollo” means AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands.

“Arbitration Panel” has the meaning set forth in Section 10(a).

“Arbitration Procedures” has the meaning set forth in Section 10(a).

“Asset Acquirer” has the meaning set forth in Section 7(d).

“Assignee Sub” has the meaning set forth in Section 7(c).

“ATH Debit Cards” has the meaning set forth in Section 3(a).

“ATH Issuer Participants” means the group of financial institutions that issue Cards that bear the symbol of the ATH Network and grants cardholders access to the ATH Network.

“beneficially owned,” “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Person (the “Initial Person”) shall be deemed to beneficially own any securities beneficially owned by another Person who is not an Affiliate of such Initial Person (the “Other Person”) (disregarding solely for the purposes of determining securities beneficially owned by such Other Person, (i) application of this sentence to any securities that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such securities) to such Other Person in compliance with the Stockholder Agreement or other applicable Group Agreement and (ii) any Group Securities with respect to such Other Person), including without limitation, another Holder that is not an Affiliate of such Initial Person.

“BPPR” has the meaning set forth in the Recitals.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York or San Juan, Puerto Rico are authorized or obligated by Law or executive order to close.

“Card Association” means (i) the Bank Card Associations and (ii) any other credit card company or debit card network.

“Change of Control” means, with respect to a Person, the acquisition, by a non-Affiliate of such Person, of (i) more than fifty percent (50%) of the voting power of such Person or (ii) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of such Person.

-2-

“Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries).

“Commonwealth” means the Commonwealth of Puerto Rico.

“Control Acquirer” has the meaning set forth in Section 8(a).

“Control,” and its correlative meanings, “Controlling,” and “Controlled,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Credit Card” means any card, plate or single credit device that may be used from time to time to obtain credit from BPPR (or licensee of BPPR) as member of a Card Association.

“Debit Card” means a card with a magnetic strip bearing the symbol(s) of one or more Card Associations and/or the ATH Network, as applicable, which enables the holder to pay for good and services by authorizing an electronic debit to the cardholder’s designated account with the corresponding Issuing Member.

“Debit Proportion” equals, for each Issuance Period, the (i) number of ATH Debit Cards issued by BPPR during such Issuance Period divided by (ii) number of ATH Debit Cards and Dual Branded Debit Cards issued by BPPR during such Issuance Period.

“Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

“Dragged Asset Sale” has the meaning set forth in Section 4(d)(vii) of the Stockholder Agreement.

“Dual Branded Debit Cards” has the meaning set forth in Section 3(a).

“Encumbrances” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third-party right, including restrictions on the right to vote equity interests.

“EVERTEC Change of Control” means, with respect to EVERTEC, any: (i) merger, consolidation or other business combination of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries that results in the stockholders of EVERTEC (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries or the surviving entity thereof, as applicable, immediately before

-3-

the consummation of such transaction or a series of related transactions, holding, directly or indirectly, less than 50% of the voting power of EVERTEC (or such Subsidiary or Subsidiaries) or any such successor, other entity or surviving entity, as applicable, immediately following the consummation of such transaction or series of related transactions; provided that this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons that had not had “control” of EVERTEC immediately prior to such transaction, as such term is defined under the Bank Holding Company Act of 1956, shall have obtained such “control”; (ii) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries to a Person or Group of Persons (other than a Transfer of such equity to Apollo Global Management LLC, Popular, any Permitted Ultimate Parent, or their respective Controlled Affiliates); (iii) transaction in which a majority of the board of directors or equivalent governing body of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of EVERTEC (or such successor or other entity) immediately prior to such transaction (or are not nominated by Apollo Global Management LLC, Popular, any Permitted Ultimate Parent or their respective Controlled Affiliates) except, (X) resulting from the compliance, at the time of an initial public offering of either Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which Holdco’s or EVERTEC’s (or such successor’s or other entity’s), as the case may be, equity securities will be listed pursuant to such initial public offering, (Y) if a majority of such board of directors is not “independent” under the rules of the applicable securities exchange on the date following such initial public offering upon which Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), as the case may be, first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange that first apply upon Holdco or EVERTEC (or such successor’s or other entity’s), as the case may be, ceasing to be a “controlled company” (or similar status), or (Z) the loss of directors of EVERTEC pursuant to Section 2 of the Stockholder Agreement (as in effect on the date hereof or as may be amended with the approval of Popular and BPPR) that does not result in another Person or Group of Persons having the right or ability to appoint a majority of the board of directors or equivalent governing body of Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) as a result of such transaction; provided that, for the avoidance of doubt, this clause (Z) shall only apply to the resignation and initial replacement of such directors and not to any subsequent replacement of such directors (whether in connection with another transaction or otherwise); or (iv) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of EVERTEC and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) to a Person who is not an Affiliate of EVERTEC at such time.

-4-

“Exchange Act” means the Securities Exchange Act of 1934.

“Government Entity” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar government, governmental subdivision, regulatory or administrative body or other governmental or quasi-governmental agency, tribunal, commission, court, judicial or arbitral body or other entity with competent jurisdiction.

“Group Agreement” means any agreement governing the acquisition, holding, voting or disposition of securities of a Person; provided that, so long as Apollo or a subsequent Permitted Controlling Holder is an Affiliate of such Person, such Person is a party to such agreement.

“Group of Persons” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

“Group Securities” means any securities beneficially owned by a Person solely as a result of the Stockholder Agreement or any other Group Agreement and, for the avoidance of doubt, which securities have not been Transferred to such Person or any of its Controlled Affiliates.

“Holdco Common Shares” means the common stock of Holdco, par value $0.01 per share.

“Holdco” means Carib Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“Holders” means the holders of Holdco Common Shares who are parties to the Stockholder Agreement as set forth in Schedule I thereto, as the same may be amended or supplemented from time to time.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

“Initial Person” has the meaning set forth in the definition of “beneficially owned.”

“Issuance Period” has the meaning set forth in Section 3(b).

“Jurisdiction” has the meaning set forth in Section 7(c).

“Law” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar law, statute, ordinance, rule, regulation, code, order, writ, judgment, injunction, directive, guideline or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law).

-5-

“Legal Holiday” means Saturday, Sunday or any legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC.

“Master Agreement” has the meaning set forth in the Recitals.

“MCI” means MasterCard International, Inc.

“Measurement Period” has the meaning set forth in Section 2.

“Minimum Debit Proportion” shall be equal to [***]%.

“New Minimum Debit Proportion” has the meaning set forth in Section 3(b).

“Non-Controlled Public Entity” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

“Other Person” has the meaning set forth in the definition of “beneficially owned.”

“Out of Proportion Issuance” has the meaning set forth in Section 3(b).

“Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

“Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Section 7 or without BPPR validly exercising its termination right pursuant to Section 8 provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities.

“Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Agreement to an Assignee Sub in compliance with the provisions of Section 7.

“Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Agreement to an Asset Acquirer in compliance with the provisions of Section 7.

“Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

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“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof.

“Popular” means Popular, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico.

“Records” has the meaning set forth in Section 9.

“Region” means Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands.

“Representatives” means, with respect to any Person, such Person’s directors, officers, employees, attorneys, accountants and other advisors or representatives.

“Self-Regulatory Organization” means the FINRA, the American Stock Exchange, the National Futures Association, the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization.

“Shortfall” has the meaning set forth in Section 3(b).

“Solvent” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

“SPV Affiliate” means with respect to any Person, any Affiliate of such Person, whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Affiliate.

“Stockholder Agreement” means the Stockholder Agreement among Carib Holdings, Inc. and the holders party thereto dated September 30, 2010.

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“Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“Transfer” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Apollo or such Affiliate, as applicable; and (iii) each of (x) a Transfer of equity interests of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any security beneficially owned by such Permitted Ultimate Parent or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

“Ultimate Parent Entity” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Permitted Controlling Holder, (x) the Person which (A)(i) Controls such Permitted Controlling Holder or (ii) if no Person Controls such Permitted Controlling Holder, the beneficial owner of a majority of the voting power of such Permitted Controlling Holder and (B) is not itself Controlled by any other Person that is an Ultimate Parent Entity of such Permitted Controlling Holder or, (y) if no such Person exists, the Permitted Controlling Holder; provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

“VISA” means VISA U.S.A., Inc. and VISA International, Inc.

2. BPPR Representations and Warranties. BPPR represents and warrants to EVERTEC that:

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(a) as of the date hereof, the only Dual Branded Debit Card (as defined below) issued by BPPR or any of its Affiliates is a Debit Card that bears the symbols of the ATH Network and VISA; and

(b) prior to the date hereof, BPPR provided to EVERTEC a true, complete and correct report that sets forth the number of ATH Debit Cards and Dual Branded Debit Cards issued by BPPR during the most recent twelve calendar month period ended prior to the date of Closing (the “Measurement Period”).

3. ATH Support by BPPR. During the term of this Agreement BPPR shall, and shall cause each of its Affiliates to:

(a) promote, support and market (including, but not limited to, the use of advertising, promotions, direct mailing, e-marketing, public relations, brochures, signage and creation of appropriate links on BPPR’s website) the (i) ATH Network and the ATH brand, (ii) Debit Cards that only bear the symbol of the ATH Network (the “ATH Debit Cards”) and (iii) Debit Cards that bear the symbol of the ATH Network and another Card Association (the “Dual Branded Debit Cards”), in a manner no less favorable to EVERTEC than the manner in which BPPR and its Affiliates promoted, supported and marketed the ATH Network, ATH Debit Cards and Dual Branded Debit Cards prior to the Effective Time;

(b) in each successive twelve month period starting on October 1, 2010 (each such period, an “Issuance Period”), issue an amount of ATH Debit Cards that is above the Minimum Debit Proportion; provided that:

(i) notwithstanding the foregoing, if, during any applicable Issuance Period, BPPR issues an amount of ATH Debit Cards that causes the Debit Proportion to fall below the Minimum Debit Proportion (the “Out of Proportion Issuance”), BPPR shall promptly notify EVERTEC of the facts and circumstances giving rise to or that may result in the Out of Proportion Issuance; and following such notification (1) EVERTEC shall excuse such Out of Proportion Issuance if the parties mutually agree, subject to Section 10 herein, that the Out of Proportion Issuance is not materially detrimental to EVERTEC (when compared to the amount and type of Debit Card issuances during the Measurement Period) or (2) the parties shall, subject to Section 10 herein, negotiate in good faith a mutually acceptable plan for BPPR to issue an amount of ATH Debit Cards in subsequent Issuance Periods that is above the Minimum Debit Proportion;

(ii) notwithstanding the foregoing, BPPR shall not be deemed to be in breach of this Section 3(b) during an applicable Issuance Period, if, during such Issuance Period, as a result of factors that are outside the control of BPPR:

(x) there is a change in demand for Debit Cards, including a reduction in demand for ATH Debit Cards, and/or an increase in demand for Dual Branded Debit Cards; or

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(y) new payment technologies are developed in the market and result in a reduction in demand for Debit Cards, including a reduction in demand for ATH Debit Cards; and

(iii) in the event of an Out of Proportion Issuance that occurs or arises as a result of factors in Section 3(b)(ii), the parties shall, subject to Section 10 herein, negotiate in good faith a new mutually agreeable Minimum Debit Proportion (the “New Minimum Debit Proportion”) that is appropriate for the then-prevailing market factors and conditions; and

(c) not (i) promote, support or market Debit Cards that are not ATH Debit Cards or Dual Branded Debit Cards or (ii) promote, support or market Credit Cards, in each case, in a manner that is targeted to negatively impact the issuance or use of ATH Debit Cards or Dual Branded Debit Cards, or (iii) create incentives (economic or otherwise) for BPPR’s or its Affiliates’ personnel to take any of the actions in (i) or (ii).

4. Dual Branded Debit Cards. During the term of this Agreement, without the prior written consent of EVERTEC, BPPR shall not, directly or indirectly, enter into any agreement with MCI or any other Card Association to issue Dual Branded Debit Cards. Without limiting the foregoing, in the event that BPPR desires to enter into such an agreement, it shall consult with EVERTEC and BPPR shall provide true, complete and correct documentation and other support requested by EVERTEC to demonstrate that entry by BPPR into an agreement with MCI or any other Card Association to issue Dual Branded Debit Cards will have a direct economic benefit to EVERTEC, in which case EVERTEC will make a good faith determination (based on such documentation and support) whether to consent to BPPR’s entry into any agreement with MCI or any other Card Association to issue Dual Branded Debit Cards.

5. ATH Support by EVERTEC. During the term of this Agreement, EVERTEC shall:

(a) promote, support and market the ATH Network and ATH brand in a manner that is in the best interest of each of the ATH Network, the ATH Issuer Participants and EVERTEC;

(b) use commercially reasonable efforts to maintain competitive economics for ATH Issuer Participants; and

(c) use commercially reasonable efforts to (i) enhance the functionality and technology of the ATH Debit Card, and its related servicing and reporting capabilities, (ii) develop new products and technologies that improve the features of the ATH Debit Card and (iii) maintain the competitiveness of the ATH product.

For the avoidance of doubt, BPPR shall not be required to satisfy its obligations under Sections 3 and 4 in this Agreement if EVERTEC commits a material breach of its obligations under this Section 5, which breach is not cured within sixty (60) days following receipt of written notice from BPPR specifying the nature and extent of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such sixty (60) day period, such period will be extended and EVERTEC will not be in breach hereunder so long as it commences such cure

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within such sixty (60) day period and diligently pursues such cure and such failure is cured within one hundred eighty (180) days following the receipt of such notice; provided, further, that BPPR must satisfy its obligations under Section 4 until such time as a court of competent jurisdiction renders a non-appealable decision that EVERTEC has committed a material breach of its obligations under Section 5 and has failed to cure such breach in accordance with this sentence.

6. Term. This Agreement shall terminate on the earlier of (a) the fifteenth anniversary of the date hereof; or (b) the termination of the Master Agreement.

7. Assignment.

(a) Assignment. Other than a Permitted Assignment pursuant to Section 7(b) or (c), this Agreement may not be assigned by either party without the prior written consent of the other party; provided, that either party may assign its rights, duties and obligations under this Agreement to its financing sources solely in connection with the granting of a security interest and the enforcement of all rights and remedies that the assigning party has against the other party under this Agreement, subject to the claims, defenses and rights, including rights of set off, that such other party may have against the assigning party.

(b) Assignment to Subsidiaries. EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly-owned Subsidiary of EVERTEC (an “Assignee Sub”) if (i) such Assignee Sub is identified by EVERTEC to BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to perform for BPPR or its Subsidiaries, in the country, state, territory or other jurisdiction (“Jurisdiction”) in which the Assignee Sub is organized, the specific obligations required to be performed pursuant to the assignment of this Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) BPPR has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and BPPR is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) BPPR is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to BPPR, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly-owned Subsidiary, directly or indirectly, of EVERTEC; and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to BPPR assumed by Assignee Sub under this Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.

(c) Assignment to Third Parties. EVERTEC may assign all of its rights, duties and obligations (or those rights, duties and obligations arising after the effectiveness of the assignment) in a transaction with a third-party assignee (an “Asset Acquirer”) if (i) such Asset

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Acquirer is identified by EVERTEC to BPPR at least 30 Business Days prior to the consummation of the proposed assignment; (ii) such Asset Acquirer (A) acquires at least 90% of the consolidated gross assets (excluding cash) of EVERTEC and its Subsidiaries and (B) assumes at least 90% of the consolidated gross liabilities (excluding Indebtedness) of EVERTEC and its Subsidiaries (including the assignment and assumption of all commercial agreements between EVERTEC or any of its Subsidiaries, on the one hand, and Popular, BPPR or any of their respective Subsidiaries, on the other hand) through one legal entity; (iii) neither the Asset Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (iv) the Asset Acquirer will be Solvent immediately after and giving effect to such proposed assignment; and (v) EVERTEC reasonably believes that the Asset Acquirer, after completion of the proposed purchase and assumption transaction, will be capable of performing the obligations and duties of EVERTEC under this Agreement.

(d) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed assignment pursuant to this Section 7 would be in compliance with the requirements of the provisions contained in this Section 7, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed assignment other than information that would create any potential liability under applicable Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

(e) Notice of Objection. BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed assignment of any objection to any proposed assignment to an Asset Acquirer under Section 7(c) unless EVERTEC has failed to satisfy its obligations pursuant to Section 7(d) and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 7(d). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed assignment.

(f) Implied Consent. Notwithstanding anything contained herein, if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of a transaction resulting in a proposed assignment and was not compelled to do so as part of a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to securities issued by Holdco or EVERTEC or any successor or other entity that acquired all or substantially all the assets of Holdco or EVERTEC or any of their respective successors then it shall be deemed to have consented to the assignment.

(g) Invalidity of Impermissible Assignments. Any attempted or purported assignment in violation of this Section 7 hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Section 7 will terminate in the event and to the extent of the termination of this Agreement.

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(h) BPPR Asset Transfer. If BPPR or any of its Subsidiaries transfers, in a single transaction or series of related transactions (including in a merger, business combination, reorganization, or similar transaction (including by operation of law)) 50% or more of BPPR’s consolidated assets in the Region as of the time of transfer, or assets that generate 50% or more of BPPR’s consolidated revenues in the Region for the full twelve month period ending at the time of transfer, to any Person, then BPPR shall assign to such Person its rights, duties and obligations under this Agreement and shall cause such Person to assume BPPR’s liabilities under this Agreement. For the avoidance of doubt, no such assignment shall relieve BPPR of its obligations under this Agreement to the extent BPPR survives any such sale of assets, merger, business combination, reorganization, or similar transaction.

8. EVERTEC Change of Control.

(a) EVERTEC Change of Control. BPPR shall have the right, subject to Section 8(c), to terminate this Agreement up to 30 days following the later of (i) the occurrence of an EVERTEC Change of Control or (ii) the date on which EVERTEC provides BPPR written notice that an EVERTEC Change of Control has occurred or is likely to occur (provided that if EVERTEC has not satisfied its obligations pursuant to Section 8(b) and that BPPR asserts such failure prior to the expiration of the 30 day period then such 30 day period shall be tolled until EVERTEC satisfies its obligations under Section 8(b) and provided further that if an EVERTEC Change of Control occurs, and EVERTEC fails to provide BPPR written notice thereof within 30 days thereof, then BPPR shall have an unqualified right to terminate this Agreement), unless (w) the Person or Group of Persons proposing to engage in such proposed EVERTEC Change of Control transaction (the “Control Acquirer”) is identified to BPPR by EVERTEC at least 30 Business Days prior to such proposed EVERTEC Change of Control; (x) neither the Control Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (y) EVERTEC (or its successor, as applicable) will be Solvent immediately after and giving effect to such proposed EVERTEC Change of Control; and (z) EVERTEC (or its successor, as applicable), after the proposed EVERTEC Change of Control, will be capable of performing the obligations and duties of EVERTEC under this Agreement; provided further that if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of the transaction resulting in the EVERTEC Change of Control or Transfers (other than a Transfer in the context of a merger, business combination, reorganization, recapitalization or similar transaction) any equity securities in connection with the transaction resulting in the EVERTEC Change of Control and, in either case, was not compelled to do so as part of a Drag-Along Transaction, a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to Holdco, EVERTEC or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries, then such termination right shall not apply.

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(b) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed EVERTEC Change of Control would be in compliance with the requirements of this Section 8 including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed EVERTEC Change of Control other than information that would create any potential liability under Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

(c) Notice of Objection. If EVERTEC provides at least 30 days’ written notice to BPPR prior to an EVERTEC Change of Control, BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed EVERTEC Change of Control of any objection to any proposed EVERTEC Change of Control on the basis that it does not satisfy the criteria set forth in clauses (w) through (z) of Section 8(a) (unless EVERTEC has failed to satisfy its obligations pursuant to Section 8(b) and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day objection period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 8(b)). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed EVERTEC Change of Control and waived its right of termination under Section 8(a).

9. Access. During the term of this Agreement, BPPR agrees to maintain, in a manner that is consistent with BPPR’s practices prior to the date hereof, accurate books, ledgers, files reports, manuals, plans and other material pertaining to its activities described in Section 3 (collectively, “Records”). Upon reasonable advance written notice from EVERTEC, BPPR shall make the Records available for audit and inspection by EVERTEC and its Representatives (at EVERTEC’s sole expense), during regular business hours.

10. Arbitration Procedures.

(a) If the parties are unable to reach mutual agreement with respect to a controversy between the parties that arises out of or relates to an Out of Proportion Issuance within 30 days after BPPR’s notice to EVERTEC of an Out of Proportion Issuance, the controversy shall be settled by binding arbitration in accordance with the following arbitration procedures (the “Arbitration Procedures”). A matter submitted for resolution by arbitration shall be arbitrated in accordance with the then existing commercial arbitration rules of the AAA by a panel of three (3) independent arbitrators (the “Arbitration Panel”), with one appointed by each party hereto, and the two appointees selecting the third arbitrator in accordance with such rules. If either party hereto fails to select an arbitrator within ten (10) days after notice of such failure from the other party or the AAA, then the AAA shall appoint such arbitrator. If the two appointees are unable to agree on the third arbitrator, then the AAA shall select the same using the foregoing qualification.

(b) The arbitration hearing shall be held in San Juan, Puerto Rico, at such date, time and place as established by the arbitrators and the proceedings shall be conducted in English. Witnesses whose native language is not English may give oral or written testimony in their native language, with appropriate translation into English. Documentary evidence in Spanish may be submitted, with appropriate translation into English.

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(c) The arbitrators must render their arbitral decision and award and give a written opinion setting forth the basis of their decision, all not later than sixty (60) days after the conclusion of the arbitration. The factual determinations of the Arbitration Panel shall be final, and an arbitration decision may only be appealed on procedural grounds.

(d) Each party hereto shall take or cause to be taken all reasonable action to facilitate the conduct of the arbitration and the rendering of the arbitral award at the earliest possible date.

(e) The costs of the arbitration shall be borne and paid equally by the parties hereto.

11. Notices. All notices requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents will be in writing and served by personal delivery upon the applicable party for whom it is intended, or delivered to such party by registered or certified mail, return receipt requested, at such party’s main office or any other place as designated by the parties in writing.

12. Amendments; Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

13. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

15. Governing Law; Waiver of Trial by Jury. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Puerto Rico without regard to any conflict of law rules thereof that would apply the laws of a different jurisdiction. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement.

16. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid

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and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction; provided, however, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable Law.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BANCO POPULAR DE PUERTO RICO
By:	/s/ Ileana González
	Name:
	Title:
EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Name:
	Title:

[Signature Page to ATH Support Agreement]

EX-10.50

Exhibit 10.50

EXECUTION VERSION

AMENDED AND RESTATED

TICKETPOP SERVICES AGREEMENT

This Amended and Restated TicketPop Services Agreement (this “Agreement”) is entered into as of the 30th day of September, 2010, by and between EVERTEC, INC., a corporation duly organized and existing under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), and BANCO POPULAR DE PUERTO RICO, a bank chartered under the laws of the Commonwealth of Puerto Rico (“BPPR”).

WITNESSETH:

WHEREAS, Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. (“Carib Acquisitions”) and EVERTEC entered in that certain Agreement and Plan of Merger, dated June 30, 2010, as amended (the “Merger Agreement”), pursuant to which Carib Acquisitions will merge with and into EVERTEC (the “Merger”);

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, BPPR and EVERTEC entered into the TicketPop Services Agreement (the “Original Agreement”), pursuant to which EVERTEC receives from BPPR the support services described thereunder in order for EVERTEC to service the TP Customers (as hereinafter defined) on the terms and conditions described in this Agreement; and

WHEREAS, it is a condition to the Closing (as that term is defined in the Merger Agreement) of the Merger that the parties hereto enter into this Agreement in order to amend and restate the Original Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BPPR and EVERTEC agree as follows:

1. Amendment and Restatement. This Agreement amends and restates the Original Agreement and upon the effectiveness of this Agreement the Original Agreement shall no longer be in effect.

2. TicketPop Support Services.

(a) TicketPop Support Services. During the term of this Agreement, BPPR shall provide EVERTEC the following services (collectively the “TicketPop Support Services”):

(i) customers (the “TP Customers”) who purchase event tickets through the TicketPop internet-based ticket sales and processing system (the “TP System”) may obtain printed tickets and make payment for such tickets from the BPPR tellers and/or dispensing machines to be located at those branches of BPPR set forth in Exhibit A hereto (the “Designated Branches”), using the computer software and hardware to be provided by EVERTEC (the “TicketPop System”); and

(ii) BPPR shall maintain and make available its “Telebanco” call and phone assistance center (“Telebanco”) to receive and attend to TP Customers’ telephone calls related to the services provided by TicketPop.

Notwithstanding anything to the contrary in this Agreement, as provided for in Section 4(a) hereof, at any time during the term of this Agreement, EVERTEC shall have the right to terminate the provision of the Ticketpop Support Services in any Designated Branch or through Telebanco by providing BPPR with at least thirty (30) days prior notice.

(b) Access to TicketPop System. During the term of this Agreement, EVERTEC shall, at its own cost, provide BPPR with access to the TicketPop System in order for BPPR to provide the TicketPop Support Services, including:

(i) delivery and installation at the BPPR Designated Branches of the ticket printers and computers (laptops and/or desktops) required to access the TicketPop System, and all other hardware necessary for BPPR to provide the TicketPop Support Services; provided, that such hardware will remain at all times the sole and exclusive property of EVERTEC and shall be removed by EVERTEC upon the termination of this Agreement or the termination of the Ticketpop Support Services in a Designated Branch, as the case may be.

(ii) any software programs and applications, and all upgrades, new releases, new versions and modifications to each thereof, required or necessary for BPPR to use the TicketPop System and provide the TicketPop Support Services; provided, that such software will remain at all times the sole and exclusive property of EVERTEC and shall be removed by EVERTEC upon the termination of this Agreement or the termination of the Ticketpop Support Services in a Designated Branch, as the case may be.

(c) Training of BPPR Staff. EVERTEC shall, at its cost, train a mutually agreed upon number of employees of BPPR to (i) operate the TicketPop System and (ii) provide the TicketPop Support Services. EVERTEC further agrees to provide additional training to BPPR’s staff to the extent such additional training is necessary due to changes in, or modifications to the TicketPop System.

(d) Maintenance and Repairs. EVERTEC agrees to provide, at its own cost, ordinary and routine maintenance and repair to the TicketPop System; provided that the need for such maintenance and repair is not attributable to the negligence of BPPR, in which case, BPPR shall be responsible, at its cost, for such maintenance and repairs. BPPR shall promptly notify EVERTEC of any malfunction, breakdown or disrepair of the TicketPop System.

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(e) Ticket Stock. EVERTEC agrees to provide blank ticket stock to BPPR at EVERTEC’s expense. BPPR shall be responsible for maintaining ticket stock control and tracking policies, which policies shall be established in coordination with EVERTEC. BPPR shall be responsible for the cost to EVERTEC of the replacement of any ticket stock destroyed, lost or stolen as a result of the negligence of BPPR.

(f) Advertising.

(i) EVERTEC shall have the exclusive right to advertise in blank ticket stock and ticket envelopes. EVERTEC may, at its discretion, permit BPPR to advertise any of its services and products on ticket envelopes. EVERTEC shall allow and provide space and facilities for BPPR to advertise its products and services in a manner that is consistent with the practices of the parties hereto prior to the date hereof or in any other manner that may be agreed to by the parties hereto. BPPR shall submit to EVERTEC any such advertisements for approval before publication, which approval shall not be unreasonably delayed, withheld or denied so long as the content, format, location and other specifications (collectively, the “Specifications”) of such advertisement are consistent with the Specifications of BPPR’s advertisements in EVERTEC’s space and facilities prior to the date hereof or as may be mutually agreed by the parties hereto. EVERTEC shall submit to BPPR any of EVERTEC’s advertisements which will appear in BPPR space and facilities in conjunction with BPPR’s advertisements to BPPR for approval before publication, which approval shall not be unreasonably delayed, withheld or denied so long as such advertisement are consistent with the Specifications of EVERTEC’s advertisements in BPPR’s space and facilities prior to the date hereof or as may be mutually agreed by the parties hereto.

(ii) EVERTEC may, during the term of this Agreement, place advertisements in any form of media which EVERTEC shall desire to promote the availability of tickets; provided, however, that EVERTEC shall not use the corporate name or logo of BPPR without the prior approval of BPPR, which approval shall not be unreasonably delayed, withheld or denied so long as the use of BPPR’s corporate name or logo is used in a manner that is consistent with EVERTEC’s practices prior to the date hereof or as may be mutually agreed by the parties hereto. Notwithstanding the foregoing, EVERTEC shall have the right to freely use the telephone number, name and address of each Designated Branch and the telephone number of Telebanco.

3. Term. This Agreement shall commence on the date hereof and shall continue for a period of five (5) years (the “Initial Term”), unless sooner terminated in accordance with the terms of this Agreement. Following the Initial Term, this Agreement will renew automatically for additional periods of one (1) year each (each a “Renewal Period”) unless either party gives notice to the other party of its intention not to renew at least 30 days prior to the then applicable Renewal Period.

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4. Termination.

(a) At any time during the term of this Agreement, EVERTEC shall have the right to terminate this Agreement by providing BPPR with at least thirty (30) days’ prior written notice.

(b) At any time during the term of this Agreement, BPPR shall have the right to terminate this Agreement by providing EVERTEC with at least thirty (30) days’ prior written notice, if EVERTEC: (i) commits a material breach of this Agreement, which breach is not cured within thirty (30) days following receipt of notice specifying the nature and extent of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such thirty (30) day period, such period will be extended and EVERTEC will not be in breach hereunder so long as it commences such cure within such thirty (30) day period and diligently pursues such cure and such failure is cured within ninety (90) days following the receipt of such notice; and/or (ii) fails to pay an invoice providing for material amounts in the aggregate that are undisputed for a period exceeding sixty (60) days after the corresponding invoice has been delivered by BPPR.

(c) In the event of termination of (i) the Ticketpop Support Services in any Designated Branch and/or through Telebanco or (ii) this Agreement as provided for in Sections 4(a) or 4(b), BPPR agrees to provide reasonable assistance to EVERTEC to remove the TicketPop System and other hardware from the BPPR Designated Branches and to transition the TicketPop Support Services to EVERTEC or another organization designated by EVERTEC.

5. Compensation; Disputed Charges.

(a) EVERTEC shall pay BPPR for the TicketPop Services on a monthly basis the amounts set forth in Exhibit B hereto; provided, that, the compensation due by EVERTEC (as set forth in Exhibit B) will be increased each year by a rate equal to the lesser of (i) 5% or (ii) the All Items Consumer Price Index All Urban Consumers, U.S. City Average (1982-84 – 100) as published by the U.S. Department of Labor, Bureau of Labor Statistics. BPPR will send an invoice to EVERTEC, on or before the fifteenth (15th) day of each month, reflecting the fees for the preceding month. EVERTEC will pay to BPPR all undisputed amounts due under this Agreement within thirty (30) days from the date of receipt of the invoice.

(b) EVERTEC may withhold payment in any given month if it in good faith disputes or for which it may require additional information from BPPR to verify the amounts being charged; provided, that EVERTEC delivers to BPPR a written statement on or before the date in which such payment is due, describing in reasonable detail (i) the specific charge or charges being disputed and the basis of the dispute, (ii) if applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) the amount being withheld.

(c) BPPR will maintain supporting documentation for the amounts billable to, and payments made by, EVERTEC hereunder in accordance with its practices prior to the date hereof and applicable record retention requirements. BPPR agrees to provide EVERTEC with such supporting documentation as may be reasonably requested by EVERTEC and with the level of detail required by EVERTEC from time to time.

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6. Notices. All notices, requests, demands, consents and other communications given or required to be given under this Agreement shall be in writing and delivered to the applicable Party at its main office in Puerto Rico.

7. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

8. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provisions and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

9. Governing Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Puerto Rico without regard to principles of conflicts of law thereof that would require application of a different law. Each party agrees that it shall bring any action or legal proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated by this Agreement, exclusively in the United States District Court for the District of Puerto Rico or any Commonwealth of Puerto Rico court, in each case, sitting in San Juan, Puerto Rico (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or legal proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or legal proceeding shall be effective if notice is given in accordance with Section 6. Each party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement.

10. Headings. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise affect in any way the meaning or interpretation of any provision of this Agreement.

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11. Assignment.

(a) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns. Other than a Permitted Assignment pursuant to this Section 11, this Agreement may not be assigned by either party without the prior written consent of the other party; provided, that either party may assign its rights, duties and obligations under this Agreement to its financing sources solely in connection with the granting of a security interest and the enforcement of all rights and remedies that the assigning party has against the other party under this Agreement, subject to the claims, defenses and rights, including rights of set off, that such other party may have against the assigning party.

(b) Assignment to Subsidiaries. EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly owned Subsidiary of EVERTEC (an “Assignee Sub”) if (i) such Assignee Sub is identified by EVERTEC to BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to perform for BPPR or its Subsidiaries, in the country, state, territory or other jurisdiction (“Jurisdiction”) in which the Assignee Sub is organized, the specific obligations required to be performed pursuant to the assignment of this Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) BPPR has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and BPPR is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) BPPR is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to BPPR, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly owned Subsidiary, directly or indirectly, of EVERTEC; and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to BPPR assumed by Assignee Sub under this Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.

(c) Assignment to Third Parties. EVERTEC may assign all of its rights, duties and obligations (or those rights duties and obligations arising after the effectiveness of the assignment) in a transaction with a third-party assignee (an “Asset Acquirer”) if (i) such Asset Acquirer is identified by EVERTEC to BPPR at least 30 Business Days prior to the consummation of the proposed assignment; (ii) such Asset Acquirer (A) acquires at least 90% of the consolidated gross assets (excluding cash) of EVERTEC and its Subsidiaries and (B) assumes at least 90% of the consolidated gross liabilities (excluding Indebtedness) of EVERTEC and its Subsidiaries (including the assignment and assumption of all commercial agreements between EVERTEC or any of its Subsidiaries, on the one hand, and Popular, BPPR or any of their respective Subsidiaries, on the other

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hand) through one legal entity; (iii) neither the Asset Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (iv) the Asset Acquirer will be Solvent immediately after and giving effect to such proposed assignment; and (v) EVERTEC reasonably believes that the Asset Acquirer, after completion of the proposed purchase and assumption transaction, will be capable of performing all of the obligations and duties of EVERTEC under this Agreement.

(d) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed assignment pursuant to this Section 11 would be in compliance with the requirements of the provisions contained in this Section 11, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed assignment other than information that would create any potential liability under applicable laws violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

(e) Notice of Objection. BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed assignment of any objection to any proposed assignment to an Asset Acquirer under Section 11(c) unless EVERTEC has failed to satisfy its obligations pursuant to Section 11(d) and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 11(d). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed assignment.

(f) Implied Consent. Notwithstanding anything contained herein, if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of a transaction resulting in a proposed assignment and was not compelled to do so as part of a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to securities issued by Holdco or EVERTEC or any successor or other entity that acquired all or substantially all the assets of Holdco or EVERTEC or any of their respective successors then it shall be deemed to have consented to the assignment.

(g) Invalidity of Impermissible Assignments. Any attempted or purported assignment in violation of this Section 11 hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Section 11 will terminate in the event and to the extent of the termination of this Agreement.

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12. EVERTEC Change of Control.

(a) EVERTEC Change of Control. BPPR shall have the right, subject to Section 12(c), to terminate this Agreement up to 30 days following the later of (i) the occurrence of an EVERTEC Change of Control or (ii) the date on which EVERTEC provides BPPR written notice that an EVERTEC Change of Control has occurred or is likely to occur (provided that if EVERTEC has not satisfied its obligations pursuant to Section 12(b) and that BPPR asserts such failure prior to the expiration of the 30 day period then such 30-day period shall be tolled until EVERTEC satisfies its obligations under Section 12(b)) and provided further that if an EVERTEC Change of Control occurs, and EVERTEC fails to provide BPPR written notice thereof within 30 days thereof, then BPPR shall have an unqualified right to terminate this Agreement), unless (w) the Person or Group of Persons proposing to engage in such proposed EVERTEC Change of Control transaction (the “Control Acquirer”) is identified to BPPR by EVERTEC at least 30 Business Days prior to such proposed EVERTEC Change of Control; (x) neither the Control Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (y) EVERTEC (or its successor, as applicable) will be Solvent immediately after and giving effect to such proposed EVERTEC Change of Control; and (z) EVERTEC (or its successor, as applicable), after the proposed EVERTEC Change of Control, will be capable of performing all of the obligations and duties of EVERTEC required under this Agreement; provided further that if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of the transaction resulting in the EVERTEC Change of Control or Transfers (other than a Transfer in the context of a merger, business combination, reorganization, recapitalization or similar transaction) any equity securities in connection with the transaction resulting in the EVERTEC Change of Control and, in either case, was not compelled to do so as part of a Drag-Along Transaction, a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to Holdco, EVERTEC or any successor or other entity holding all or substantially all the assets of EVERTEC, and its Subsidiaries then such termination right shall not apply.

(b) Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed EVERTEC Change of Control would be in compliance with the requirements of this Section 12, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed EVERTEC Change of Control other than information that would create any potential liability under applicable laws, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

(c) Notice of Objection. If EVERTEC provides at least 30 days’ written notice to BPPR prior to an EVERTEC Change of Control, BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed EVERTEC Change of Control of any objection to any proposed EVERTEC Change of Control on the basis that it does not satisfy the criteria set forth in clauses (w) through (z) of Section 12(a) (unless EVERTEC has failed to satisfy its obligations pursuant to Section 12(b) and BPPR asserts such failure prior to the expiration of the 15 Business

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Day objection period, in which case such 15 Business Day objection period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 12(b)). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed EVERTEC Change of Control and waived its right of termination under Section 12(a).

13. Benefit of Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon anyone other than the parties any rights or remedies under or by reason of this Agreement.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by portable document format (PDF), telex or by telecopy or telefax of a facsimile signature page shall be binding upon any party so confirming.

15. Entire Agreement. This Agreement contains the entire understanding among the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

16. Definitions. Capitalized Terms used in this Agreement but not defined herein have the meanings ascribed to them below:

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and, (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates.

“Apollo” means AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands.

“Asset Acquirer” has the meaning set forth in Section 11(c).

“Assignee Sub” has the meaning set forth in Section 11(b).

“beneficially owned”, “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Person (the “Initial Person”) shall be

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deemed to beneficially own any securities beneficially owned by another Person who is not an Affiliate of such Initial Person (the “Other Person”) (disregarding solely for the purposes of determining securities beneficially owned by such Other Person, (i) application of this sentence to any securities that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such securities) to such Other Person in compliance with the Stockholder Agreement or other applicable Group Agreement and (ii) any Group Securities with respect to such Other Person), including without limitation, another Holder that is not an Affiliate of such Initial Person.

“BPPR” has the meaning set forth in the Recitals.

“Business Day” means each day from Monday through Friday, except for Legal Holidays.

“Change of Control” means, with respect to a Person, the acquisition, by a non-Affiliate of such Person, of (i) more than fifty percent (50%) of the voting power of such Person or (ii) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of such Person.

“Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries).

“Control,” and its correlative meanings, “Controlling,” and “Controlled,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Control Acquirer” has the meaning set forth in Section 12(a).

“Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

“Dragged Asset Sale” has the meaning set forth in Section 4(d)(vii) of the Stockholder Agreement.

“Encumbrances” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third party right, including restrictions on the right to vote equity interests.

“EVERTEC Change of Control” means, with respect to EVERTEC, any:

(i) merger, consolidation or other business combination of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries that results in the

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stockholders of EVERTEC (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or a series of related transactions, holding, directly or indirectly, less than 50% of the voting power of EVERTEC (or such Subsidiary or Subsidiaries) or any such successor, other entity or surviving entity, as applicable, immediately following the consummation of such transaction or series of related transactions; provided that this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons that had not had “control” of EVERTEC immediately prior to such transaction, as such term is defined under the Bank Holding Company Act of 1956, shall have obtained such “control”;

(ii) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries to a Person or Group of Persons (other than an Transfer of such equity to Apollo Global Management LLC, Popular, any Permitted Ultimate Parent, or their respective Controlled Affiliates);

(iii) transaction in which a majority of the board of directors or equivalent governing body of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of EVERTEC (or such successor or other entity) immediately prior to such transaction (or are not nominated by Apollo Global Management LLC, Popular, any Permitted Ultimate Parent or their respective Controlled Affiliates) except, (x) resulting from the compliance, at the time of an initial public offering of either Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which Holdco’s or EVERTEC’s (or such successor’s or other entity’s), as the case may be, equity securities will be listed pursuant to such initial public offering, (y) if a majority of such board of directors is not “independent” under the rules of the applicable securities exchange on the date following such initial public offering upon which Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), as the case may be, first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange that first apply upon Holdco or EVERTEC (or such successor’s or other entity’s), as the case may be, ceasing to be a “controlled company” (or similar status), or (z) the loss of directors of EVERTEC pursuant to Section 2 of the Stockholder Agreement (as in effect on the date hereof or as may be amended with the approval of Popular and BPPR) that does not result in another Person or Group of Persons having the right or ability to

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appoint a majority of the board of directors or equivalent governing body of Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) as a result of such transaction; provided that, for the avoidance of doubt, this clause (z) shall only apply to the resignation and initial replacement of such directors and not to any subsequent replacement of such directors (whether in connection with another transaction or otherwise); or

(iv) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of EVERTEC and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) to a Person who is not an Affiliate of EVERTEC at such time.

“Exchange Act” means the Securities Exchange Act of 1934.

“Group Agreement” means any agreement governing the acquisition, holding, voting or disposition of securities of a Person; provided, that, so long as Apollo or a subsequent Permitted Controlling Holder is an Affiliate of such Person, such Person is a party to such agreement.

“Group of Persons” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

“Group Securities” means any securities beneficially owned by a Person solely as a result of the Stockholder Agreement or any other Group Agreement and, for the avoidance of doubt, which securities have not been Transferred to such Person or any of its Controlled Affiliates.

“Holdco” means Carib Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“Holdco Common Shares” means the common stock of Holdco, par value $0.01 per share.

“Holders” means the holders of Holdco Common Shares who are parties to the Stockholder Agreement as set forth in Schedule I thereto, as the same may be amended or supplemented from time to time.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

“Initial Person” has the meaning set forth in the definition of “beneficially owned.”

“Jurisdiction” has the meaning set forth in Section 11(b).

“Legal Holiday” means Saturday, Sunday or any legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC.

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“Non-Controlled Public Entity” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

“Other Person” has the meaning set forth in the definition of “beneficially owned.”

“Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

“Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

“Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Section 11 or without BPPR validly exercising its termination right pursuant to Section 12 provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities.

“Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Agreement to an Assignee Sub in compliance with the provisions of Section 11.

“Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Agreement to an Asset Acquirer in compliance with the provisions of Section 11.

“Person” means any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or other entity of any kind, and will include any assignee and/or successor (by merger or otherwise) of such entity in connection therewith.

“Popular” means Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“Solvent” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

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“SPV Affiliate” means with respect to any Person, any Affiliate of such Person, whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Affiliate.

“Stockholder Agreement” means the Stockholder Agreement among Carib Holdings, Inc. and the holders party thereto dated September 30, 2010.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“Transfer” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Apollo or such Affiliate, as applicable, and (iii) each of (x) a Transfer of equity interests of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any security beneficially owned by such Permitted Ultimate Parent Entity or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

“Ultimate Parent Entity” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Permitted Controlling Holder, (x) the Person which (A) (i) Controls such Permitted Controlling Holder or (ii) if no Person Controls such Permitted Controlling Holder, the beneficial owner of a majority of the voting power of such Permitted Controlling Holder and (B) is not

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itself Controlled by any other Person that is an Ultimate Parent Entity of such Permitted Controlling Holder or, (y) if no such Person exists, the Permitted Controlling Holder, provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BANCO POPULAR DE PUERTO RICO
By:	/s/ Ileana González
	Name:
	Title:
EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Name:
	Title:

[Signature Page to TicketPop Services Agreement]

EXHIBIT A

Locations

Branch #	Branch Location
74661	Arecibo Highway (404)
58121	Popular Center (A-738)
70121	Bayamón Center (206)
78781	Aguadilla Sur (504)
86551	Mayagüez Mall (429)
70151	Santa Rosa (236)
82341	Ponce Rambla (337)
67331	Humacao Este (328)
62311	Ave. San Patricio (234)
54261	Calle Loíza (103)
62211	Caparra (208)
62921	Carolina Highway (104)
54461	Guaynabo Jardínes (219)
62781	San José (233)
62821	Trujillo Alto (129)
78471	Isabela Mall (505)
70911	Vega Alta (239)
67111	Fajardo (514)
82321	Guayama Mall (323)
66801	Plaza Centro (321)
66431	Plaza Los Prados (355)
54621	Altamira (146)
62361	Guaynabo Las Cumbres (242)
62381	San Patricio Mall (246)
54391	Isla Verde (516)
62931	Los Colobos Shopping Center (147)
53081	Montehiedra (339)
62951	Parque Escorial (101)
67231	Plaza Carolina (122)
62791	Plaza Puerto Rico (217) SL
76691	Barceloneta Prime Outlet (408)
54901	City View (254)
53121	Cupey Center (R-641)
70501	Río Hondo (231)
76331	Vega Baja (438)
67551	Belz Factory (567)
67531	Xtra Plaza Fajardo (512)
66521	Cayey Montellanos (310)
66111	Las Catalinas Plaza (309)

A-1

EXHIBIT B

Compensation—Designated Branches¹

Branch #	Branch Location	Monthly Fees for Year 1
74661	Arecibo Highway (404)		$[***]
58121	Popular Center (A-738)		[***]
70121	Bayamón Center (206)		[***]
78781	Aguadilla Sur (504)		[***]
86551	Mayagüez Mall (429)		[***]
70151	Santa Rosa (236)		[***]
82341	Ponce Rambla (337)		[***]
67331	Humacao Este (328)		[***]
62311	Ave. San Patricio (234)		[***]
54261	Calle Loíza (103)		[***]
62211	Caparra (208)		[***]
62921	Carolina Highway (104)		[***]
54461	Guaynabo Jardínes (219)		[***]
62781	San José (233)		[***]
62821	Trujillo Alto (129)		[***]
78471	Isabela Mall (505)		[***]
70911	Vega Alta (239)		[***]
67111	Fajardo (514)		[***]
82321	Guayama Mall (323)		[***]
66801	Plaza Centro (321)		[***]
66431	Plaza Los Prados (355)		[***]
54621	Altamira (146)		[***]
62361	Guaynabo Las Cumbres (242)		[***]
62381	San Patricio Mall (246)		[***]
54391	Isla Verde (516)		[***]
62931	Los Colobos Shopping Center (147)		[***]
53081	Montehiedra (339)		[***]
62951	Parque Escorial (101)		[***]
67231	Plaza Carolina (122)		[***]
62791	Plaza Puerto Rico (217) SL		[***]
76691	Barceloneta Prime Outlet (408)		[***]
54901	City View (254)		[***]
70501	Río Hondo (231)		[***]
76331	Vega Baja (438)		[***]
67551	Belz Factory (567)		[***]
67531	Xtra Plaza Fajardo (512)		[***]
66521	Cayey Montellanos (310)		[***]
66111	Las Catalinas Plaza (309)		[***]

¹  In addition to the Fees listed in this schedule, each branch charges a [***]% service fee for each sale and a [***]% service fee for each ticket purchased through the Call Center or the Internet and delivered at the branch.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

B-1

Compensation – Telebanco

Telebanco	Monthly Fees for Year 1
For 10 employees	$[***]
Rate for each additional employee	$[***] per hour with a minimum of 80 hours per month

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

B-2

EX-10.51

Exhibit 10.51

Execution Version

VENEZUELA TRANSITION SERVICE AGREEMENT

Among

EVERTEC, INC.,

EVERTEC de Venezuela, C.A.

and

Popular, Inc.

Dated September 29, 2010

VENEZUELA TRANSITION SERVICE AGREEMENT

VENEZUELA TRANSITION SERVICE AGREEMENT, dated September 29, 2010 (this “Agreement”), among EVERTEC, Inc., a Puerto Rico corporation (“EVE-PR”), EVERTEC de Venezuela, C.A., a company organized under the laws of the Republic of Venezuela (the “EVE-VEN”) and Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Popular” ) solely with respect to Sections 2.8(b), 5.2 and 6.1(d).

W I T N E S S E T H:

WHEREAS, EVE-PR and EVE-VEN entered in that certain Agreement and Plan of Reorganization dated as of September 15, 2010, as amended pursuant to that certain First Amendment to Agreement and Plan of Reorganization dated as of September 29, 2010 (as amended, the “Reorganization Agreement,” terms not otherwise defined herein shall have the meaning set forth in the Reorganization Agreement) pursuant to which EVE-PR, EVE-VEN and Popular International Bank, Inc. (“PIBI”) agreed to effect a Corporate Reorganization, all as more particularly set forth in the Reorganization Agreement;

WHEREAS, prior to the Corporate Reorganization contemplated under the Reorganization Agreement, EVE-PR provided certain support services to EVE-VEN in connection with its internal operations and with the Business (as hereinafter defined) and in connection with the Corporate Reorganization EVE-PR has agreed to provide certain transition support services in order for EVE-VEN to continue to provide services to its customers; and

WHEREAS, EVE-PR is willing to provide, or cause to be provided, and EVE-VEN is willing to pay for, a Transition Service, as defined hereafter, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, EVE-PR and EVE-VEN hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions; Interpretation and Rules of Construction. All capitalized terms used but not specifically defined in this Agreement shall have the meanings assigned to them in the Reorganization Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Support” has the meaning specified in Section 2.3.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made.

“Agreement” has the meaning specified in the Preamble.

“Business” means the business and operations of EVE-VEN.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York or San Juan, Puerto Rico are authorized or obligated by Law or executive order to close.

“Chosen Courts” has the meaning specified in Section 10.9.

“Closing” shall have the meaning set forth in the Reorganization Agreement.

“Control,” and the correlative terms “Controlling” and “Controlled,” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Costs” has the meaning specified in Section 3.1(a).

“Disclosing Party” has the meaning specified in Section 7.1.

“Effective Date” means September 29, 2010.

“EVE-PR” has the meaning specified in the Preamble.

“EVE-VEN” has the meaning specified in the Preamble.

“EVE-VEN Change of Control” means the entry into an agreement or the consummation of any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation or other encumbrance, or any other disposition of the shares, or any disposition of all or substantially all of the assets or of all or part of the voting power or power to designate a majority of the board of directors (or another person(s) or body performing similar functions), or any other transfer of beneficial ownership of (with or without consideration and whether voluntarily or involuntarily (including by operation of law)) EVE-VEN by PIBI or an Affiliate of PIBI.

“Force Majeure” has the meaning specified in Section 6.2.

“Government Entity” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar government, governmental subdivision, regulatory or administrative body or other governmental or quasi-governmental agency, tribunal, commission, court, judicial or arbitral body or other entity with competent jurisdiction.

“Information” has the meaning specified in Section 7.1.

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“Intellectual Property” means any and all trademarks, service marks, copyrights, patents, trade secrets, commercial and/or internet domain names, software, source codes, contract forms, client lists, marketing surveys or other information, the names, features, designs, functionalities and other specifications related to the names of products or services developed or used or that may hereafter be developed offered or sold by any of the parties, and programs, methods of processing, specific design and structure of individual programs and their interaction and unique programming techniques employed therein.

“International Trade Laws” means: (i) the Trading With the Enemy Act, 50 U.S.C. App. § 5 et seq.; (ii) the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq.; (iii) any Executive Order administered by OFAC; (iv) the regulations contained in 31 C.F.R. Parts 500-598; (v) 15 U.S.C. §§ 78m, 78dd-1 to-3 and 78ff, and all requirements administered by the U.S. Securities and Exchange Commission in furtherance of these provisions or any other applicable Law or similar effect; (vi) the Export Administration Act, 50 U.S.C. app. §§ 2401-2420; (vii) the Export Administration Regulations, 15 C.F.R. Parts 730-774; (viii) the U.S. Foreign Trade Regulations, 15 C.F.R. Part 30; and (ix) any similar Law which restricts or governs the ability of any Person to engage, directly or indirectly, in any business with any Person in any country or jurisdiction.

“IT Systems” has the meaning specified in Section 4.1(b).

“Law” means any law, statute, ordinance, rule, regulation, code, Order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law).

“Losses” means losses, liabilities, claims, damages, fines, expenses, penalties, interest expense, costs and fees and disbursements, (including reasonable legal counsel and experts’ fees and disbursements), net of any amounts recovered with respect thereto under insurance policies covering any liability thereof if and to the extent applicable in each case, individually or collectively.

“OFAC” has the meaning specified in the definition of Restricted Party.

“Order” means any order, injunction, judgment, decree, writ or other enforcement action of a Government Entity.

“Operating Committee” has the meaning specified in Section 2.7.

“Payment Due Date” has the meaning specified in Section 3.1(b).

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a joint venture, a Government Entity, a trust or other entity or organization.

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“Personnel” means the employees and agents of the Service Provider who are assigned to perform any element or sub-element of the Transition Service.

“Parent” has the meaning specified in the Recitals.

“Reasonable Best Efforts” means, with respect to a party hereto, prompt and persistent efforts as a prudent Person desirous of achieving a result would use in similar circumstances; provided that the parties hereto will be required to expend only such resources as are commercially reasonable in the applicable circumstances.

“Restricted Party” means: (i) any country, person, entity or vessel that is a target of the laws listed in clauses (i) through (iv) of the definition of International Trade Laws or any person, entity or vessel, directly or indirectly, controlled by or acting for or on behalf of any such target, or (ii) any person, entity or vessel listed on the “Specially Designated Nationals and Blocked Persons” List maintained by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or listed on the Debarred Persons, Denied Persons, or Entity Lists maintained by agencies of the United States government.

“Receiving Party” has the meaning specified in Section 7.1.

“Self-Regulatory Organization” means the Financial Industry Regulatory Authority, the American Stock Exchange, the National Futures Association, the Chicago Board of Trade, the New York Stock Exchange, any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization.

“Service Continuation” has the meaning specified in Section 2.2.

“Service Provider” means, with respect to each element or sub-element of a Transition Service under the terms of this Agreement, the entity providing such support.

“Service Recipient” means, with respect to each element or sub-element of the Transition Service under the terms of this Agreement, EVE-VEN or any of its Subsidiaries receiving such support.

“Steering Committee” has the meaning specified in Section 2.7.

“Subsidiary” means, as to any Person, any other Person Controlled by such Person, whether directly or indirectly through one or more intermediaries.

“Transfer Taxes” has the meaning specified in Section 10.1.

“Transition Service” means the transition support provided by a Service Provider on the terms and conditions set forth in this Agreement, comprised of the elements or sub-elements of the Transition Service set forth on Exhibit A hereto.

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“Transition Service Period” has the meaning set forth in Section 2.2.

Section 1.2 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made herein to an Article, Section or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated;

(b) the table of contents and headings herein are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used herein, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used herein, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined herein have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained herein are applicable to the singular as well as the plural forms of such terms (other than, for the avoidance of doubt, with respect to the terms “EVE-VEN” and “Companies”);

(g) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;

(h) references to a Person are also to its successors and permitted assigns; and

(i) it is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to any other party.

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ARTICLE II

SERVICES AND SCOPE OF SERVICES

Section 2.1 Provision of Transition Service. On the terms and subject to the conditions contained herein and in Exhibit A hereto, EVE-PR shall provide, or cause the applicable Service Provider to provide, to the applicable Service Recipient, the Transition Service as defined above and further set forth in Exhibit A hereto for the term set forth therein. Any decision as to which Affiliate of EVE-PR (or EVE-PR itself) shall be a Service Provider with respect to an element or sub-element of the Transition Service shall be made by EVE-PR in its sole discretion, except to the extent specified in Exhibit A hereto; provided that nothing in this Agreement shall relieve EVE-PR from its obligations hereunder to provide any element or sub-element of the Transition Service and EVE-PR shall remain fully liable for the obligations of any Service Provider. Any decision as to which Subsidiary of EVE-VEN (or EVE-VEN itself) shall be a Service Recipient with respect to an element or sub-element of the Transition Service shall be made by EVE-VEN in its sole discretion, except, in each case, to the extent specified in Exhibit A hereto.

Section 2.2 Term of Transition Service(a) . (a) The provision of the Transition Service shall commence upon the Effective Date and shall terminate on the earliest of (i) twelve (12) months after the Effective Date or such longer or shorter period as set forth in Exhibit A hereto with respect to an element or sub-element of the Transition Service and (ii) the date any such element or sub-element of the Transition Service is terminated by EVE-VEN pursuant to Section 6.1 (for each element or sub-element, the “Transition Service Period”). In the event that EVE-VEN requests continuation of any element or sub-element of the Transition Service no later than thirty (30) days prior to the end of the periods referenced in this Section 2.2 (a “Service Continuation”), the parties hereto agree that, subject to Sections 2.6(b) and 2.8(b), the Service Continuation shall be provided upon similar terms (including price, term and service levels) governing the provision of such element or sub-element of the Transition Service for such longer period as the parties hereto may mutually determine in good faith based on the reasonable needs of the parties hereto, unless otherwise agreed to by the parties in writing.

(b) EVE-VEN and Popular shall use their Reasonable Best Efforts to (at their own expense) make or obtain any approvals, permits and licenses, and implement such systems, as may be necessary for EVE-VEN to provide the elements and sub-elements of the Transition Service independent of EVE-PR as soon as commercially reasonably practicable following the Closing Date. EVE-PR shall use Reasonable Best Efforts to cooperate with EVE-VEN and Popular in fulfilling their obligations under the preceding sentence.

Section 2.3 Additional Elements and Sub-elements of the Transition Service. If, at any time during the term of this Agreement, EVE-VEN reasonably determines that in order to operate the Business it is necessary for EVE-PR to provide, or cause to be provided, any support that was being provided by EVE-PR or its Affiliates to the Business prior to Closing that was not theretofore included as an element or sub-element of the Transition Service, EVE-PR shall, subject to Section 2.6(b), make such support available (the “Additional Support”), or shall cause such support to be made available, to EVE-VEN consistent with the other terms and conditions of this Agreement. For such additional elements or sub-elements of the Transition Service, the fee charged to EVE-VEN shall be equal to Cost.

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Section 2.4 Amendments to Exhibit A. If EVE-VEN requests any Additional Support and/or Service Continuation, and the parties hereto agree on the terms of such Additional Support and/or Service Continuation, Exhibit A hereto shall be amended to include the terms of any Additional Support or Service Continuation, as the case may be.

Section 2.5 Replacement Service. Subject to Section 2.6(b), if for any reason outside EVE-PR’s control, EVE-PR or its Affiliates are unable to provide any element or sub-element of the Transition Service to any Service Recipient pursuant to the terms of this Agreement, EVE-PR shall, or cause its Affiliates to, provide to EVE-VEN substantially equivalent support in accordance with the terms of this Agreement, which such support shall be considered an element or sub-element of the Transition Service for the purposes of this Agreement.

Section 2.6 Standard of Performance; Scope of Service; Excuse from Performance.

(a) Subject to Section 2.6(b), (i) EVE-PR shall provide, or cause any Service Provider to provide, all elements and sub-elements of the Transition Service at the same level of care with which such support was provided to the Business prior to the date of the Reorganization Agreement, (ii) in performing any element or sub-element of the Transition Service, EVE-PR shall, and shall cause any Service Provider to, employ methods, procedures and utilities of a quality at least equal to those employed by EVE-PR with respect to its own business and affairs, and (iii) the scope of each element or sub-element of the Transition Service shall be the same as the scope of such element or sub-element when provided as a service by EVE-PR or its Affiliates to the Business or its customers, as applicable, in the ordinary course prior to the date of the Reorganization Agreement. EVE-PR and EVE-VEN shall, and shall cause each Service Provider and Service Recipient, as applicable, to use their Reasonable Best Efforts to cooperate with each other in all matters relating to the provision of the Transition Service and the elements and sub-elements thereof.

(b) Notwithstanding anything to the contrary contained herein, EVE-PR shall not be obligated to provide, or cause to be provided, an element or sub-element of the Transition Service or any replacement service in accordance with Section 2.5, if the provision of such element or sub-element (i) would violate (A) any agreement or license to which EVE-PR or any of its Affiliates are currently subject or (B) any Law, (ii) would result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege), in the case of clauses (i) and (ii), as reasonably determined by EVE-PR, or (iii) requires EVE-VEN and/or Popular to obtain a consent, license or approval under Section 2.8(b) and EVE-VEN or Popular, as the case may be, fails to obtain such consent, license or approval (it being understood that EVE-PR shall have no obligation to obtain any such consent, license or approval). In the event EVE-PR is unable to perform its obligations under this Agreement in accordance with this Section 2.6(b), EVE-PR shall promptly notify EVE-VEN and EVE-VEN shall be relieved of the obligation to pay any amount due pursuant to Exhibit A corresponding to any element or sub-element of the Transition Service that EVE-PR determines it cannot provide, or cause to be provided, in accordance with the first sentence of this Section 2.6(b).

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Section 2.7 Steering Committee and Operating Committee. In order to monitor, coordinate and facilitate implementation of the terms and conditions of this Agreement, the parties hereto shall establish (i) a “Steering Committee” consisting of at least one (1) senior executive from each party hereto and whereby each party hereto is equally represented and (ii) an “Operating Committee” consisting of one (1) representative of each party hereto from each functional area that is the subject of Exhibit A hereto and whereby each party hereto is equally represented. The Steering Committee shall provide general oversight of the terms and conditions of this Agreement and shall work in good faith to resolve any disputes arising under this Agreement as set forth under Article IX. The Operating Committee shall be responsible for the day-to-day operations related to the implementation of the terms and conditions of this Agreement and the Exhibits hereto. The initial Steering Committee representatives shall be Roberto Negron for EVE-VEN and Miguel Mercado for EVE-PR. The initial Operating Committee representatives shall be Aida Medina for EVE-VEN and Juan Carlos Lebrón and Raul Lebron for EVE-PR. The initial Steering Committee and Operating Committee representatives shall not be changed by either party hereto on less than ten (10) days’ prior written notice to the other party hereto. The Steering Committee and Operating Committee representatives shall meet at least monthly (or more frequently if needed) during the term of this Agreement. The Steering Committee and Operating Committee representatives for each party hereto shall stay reasonably apprised of the activities of the employees, agents and contractors of such party who are providing or receiving any element or sub-element of the Transition Service in order to maximize efficiency in the provision and receipt of the Transition Service.

Section 2.8 Third-party Providers.

(a) With respect to an element or sub-element of the Transition Services that is currently outsourced by EVE-PR to third parties, EVE-PR shall use Reasonable Best Efforts to, subject to Section 2.6(b), cause such third parties to provide such service to the applicable Service Recipient, but in each case, only in accordance with the terms and conditions of this Agreement. In the event EVE-PR is not able to secure the agreement of any third parties to provide any element or sub-element of the Transition Services to the applicable Service Recipient, the parties hereto will mutually cooperate to obtain substantially similar services from another source on substantially similar terms and conditions as those currently being provided.

(b) EVE-VEN and Popular shall use Reasonable Best Efforts to obtain (at their own expense) all consents, licenses (including any license modification required by the software owner) or approvals from any Person necessary to permit the Service Provider to perform its obligations hereunder.

Section 2.9 Service Provider’s Employees. Subject to Section 2.6, the Service Provider shall be responsible for selecting and supervising in good faith the Personnel who will perform any particular element or sub-element of the Transition Service and performing all administrative support with respect to such Personnel, including establishing compensation structure and workload balancing.

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Section 2.10 Availability of Information. EVE-VEN shall, or shall cause the Service Recipient to, make available on a timely basis to the Service Provider all information reasonably requested by such Service Provider to enable it to provide the Transition Service and provide reasonable access to the Service Provider to EVE-VEN’s or Service Recipient’s premises to the extent necessary for purposes of providing the Transition Service.

Section 2.11 Limited Warranty. Subject to Section 2.6, neither EVE-PR nor any Service Provider warrants herein that the scope of the Transition Service shall meet EVE-VEN’s requirements. No oral information or advice given by EVE-PR or any Service Provider or any of their respective representatives shall in any way increase the scope of EVE-PR’s respective obligations under this Agreement.

Section 2.12 Compliance with Laws. Neither Popular nor EVE-VEN shall violate any Laws. Without limiting the foregoing, neither Popular nor EVE-VEN shall (i) become a Restricted Party, (ii) violate, directly or indirectly, any International Trade Laws (in the case of clauses (i) and (ii), as if EVE-VEN was subject to such Laws) or (iii) use, directly or indirectly, any Transition Service or any element or sub-element of the Transition Services in a manner, or otherwise engage in any conduct, take any action or fail to take any action, that EVE-PR reasonably believes would cause it, Carib Holdings, Inc., any holder of any equity interest in Carib Holdings, Inc. or any of their respective Affiliates to violate any Law or any agreement or undertaking to which it, Carib Holdings, Inc. or any of their respective Affiliates is a party or is bound. For the avoidance of doubt, the term “Affiliate” as used in this Section 2.12 shall also include Apollo Global Management, LLC and each of its related investment funds and management companies. Popular and EVE-VEN shall notify EVE-PR immediately upon becoming aware of any breach of Section 2.12.

Section 2.13 Transition Support. Subject to Sections 6.1(d) and (e), promptly after the termination of the Transition Service (but in no event more than 30 days in case such termination is pursuant to Section 6.1(b) or 6.2(c), and in no event more than 10 days, or such time as mutually agreed by the parties hereto, in case such termination is pursuant to Section 6.1(a)), or any element or sub-element thereof, in accordance with this Agreement or the request of EVE-VEN, EVE-PR shall, or shall cause the Service Provider to, subject to applicable Law and at the reasonable cost (without any mark-up) of EVE-VEN, use Reasonable Best Efforts to transfer all data concerning the relevant element or sub-element of the Transition Service to the Service Recipient. In addition, if reasonably requested by EVE-VEN, EVE-PR shall deliver, or cause to be delivered, to the Service Recipient promptly (but in no event more than sixty (60) days after) all records, data, files and other information received or generated for the benefit of the Service Recipient in connection with the provision of such element or sub-element of the Transition Service; provided, however, that EVE-PR shall have the right to retain an archival copy of such records to the extent required by applicable Law or for the purpose of responding to regulatory requests or intraparty claims.

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ARTICLE III

FEES; BILLING; PAYMENT

Section 3.1 Costs of Transition Service.

(a) The cost charged to the Service Recipient for each element or sub-element of the Transition Service shall be as set forth in Exhibit A (such costs, together with any reasonable pass-through costs or other reasonable out-of-pocket expenses incurred by the Service Providers in providing the Transition Service, collectively, the “Costs,” and with respect to any element or sub-element of the Transition Service, “Cost”) and EVE-VEN agrees to pay such Costs on a monthly basis during the term of this Agreement.

(b) EVE-VEN shall pay EVE-PR within thirty (30) days of receipt of a written invoice (containing such detail as EVE-VEN may reasonably request) from EVE-PR (the thirtieth (30th) day following receipt of such written invoice herein referred to as the “Payment Due Date”), for the Cost of the Transition Service rendered hereunder, which invoice shall be delivered by EVE-PR to EVE-VEN by the twentieth (20th) day of each month, or if such day is not a Business Day, the next succeeding Business Day, for the Transition Service provided during the preceding month; provided that EVE-VEN shall not pay any invoiced amount that it contests in good faith by giving EVE-PR written notice of such dispute on or prior to the Payment Due Date, in which case EVE-VEN shall pay all amounts not in dispute by the Payment Due Date.

(c) Payments shall be made by wire transfer to an account designated in writing from time to time by the Service Provider. Any undisputed amount due under this Agreement that is not paid by the Payment Due Date shall bear interest at an annual rate of interest equal to one and a half percent (1.5%). Any payment under this Agreement shall be made free and clear of any deduction or withholding for Taxes. In the event that any deduction or withholding for such Taxes is required by Law, EVE-VEN shall timely remit any such deduction or withholding for Taxes to the appropriate taxing authority and provide the Service Provider with a receipt confirming such payment. EVE-PR and EVE-VEN shall reasonably cooperate to determine whether any deduction or withholding for Taxes applies to the services provided, and if so, shall further reasonably cooperate to minimize applicable withholding taxes (e.g., by providing tax residency certificates and other documents required under a certain tax treaty to obtain the benefit of a lower withholding rate).

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ARTICLE IV

INTELLECTUAL PROPERTY

Section 4.1 Ownership and Licensing of Intellectual Property.

(a) If in connection with its provision or receipt of the Transition Service a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property owned by such providing party or its Affiliates, such providing party hereby grants to the other party and its Affiliates, during the Transition Service Period, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6), non-sublicensable, royalty-free, fully paid-up license to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service in accordance with this Agreement. To the extent that a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property not owned by it or its Affiliates, such providing party hereby grants to the other party and its Affiliates, during the Transition Service Period, a non-exclusive, revocable, non-transferable (except at provided in Section 10.6), non-sublicensable, royalty-free, fully paid-up sublicense to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service in accordance with this Agreement; provided that the other party’s and its Affiliate’s access to, use of and rights for such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual Property, which terms and conditions will be provided to Service Recipient by Service Provider. Upon the termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof.

(b) Each party hereto, for itself and its Affiliates, shall permit or provide to the other party hereto and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient by Service Provider.

(c) Except as otherwise expressly provided in this Agreement, no party hereto or its Affiliates shall have any rights or licenses with respect to any Intellectual Property of the other party hereto or its Affiliates. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant party.

ARTICLE V

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 5.1 Indemnification by EVE-PR. EVE-PR shall indemnify, defend and hold harmless EVE-VEN and its Affiliates (other than EVE-PR or any of its Affiliates in the case of EVE-VEN on and after the Closing) and their respective directors, officers and employees and their heirs, successors and permitted assigns from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, EVE-VEN and its Affiliates, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly arising out of or as a result of EVE-PR’s material breach of this Agreement; provided, however, that EVE-PR shall have no liability of any kind to EVE-VEN or its Affiliates for the Transition Service rendered by it (or by any Service Provider retained by it)

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hereunder except to the extent that such Losses arise out of EVE-PR’s own gross negligence or willful misconduct; provided, further, that EVE-PR shall not in any event be liable for (a) any Losses that are not direct, actual damages or (b) any consequential, punitive, special or speculative damages under this Agreement, in each case, unless such damages are (i) paid pursuant to a third-party claim or (ii) caused by a breach of Article VII. EVE-PR shall not be liable hereunder for any act or omission to act by EVE-PR or any Service Provider retained by EVE-PR if such action is taken at EVE-VEN’s direction. In no event shall the aggregate liability of EVE-PR under this Agreement exceed an amount equal to the aggregate payments made by EVE-VEN to EVE-PR for the Transition Service provided hereunder.

Section 5.2 Indemnification by EVE-VEN and Popular. Each of EVE-VEN and Popular hereby agrees, jointly and severally, that it shall indemnify, defend and hold harmless EVE-PR and its Affiliates and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by any of EVE-PR and its Affiliates arising out of or as a result of (a) Popular’s and EVE-VEN’s material breach of this Agreement (it being understood that any violation of Section 2.12 shall be deemed to be a material breach), or (b) any actions taken by EVE-PR or any Service Provider at the direction of EVE-VEN or Popular; provided, however, that EVE-VEN shall not in any event be liable for (i) any Losses that are not direct, actual damages or (ii) any consequential, punitive, special or speculative damages under this Agreement, in each case, unless such Losses are paid pursuant to a third-party claim or caused by a breach of Article VII.

Section 5.3 Procedures. Any claim for indemnification under this Agreement shall be made in accordance with the procedures set forth in Article IX of this Agreement.

ARTICLE VI

TERMINATION; FORCE MAJEURE

Section 6.1 Termination.

(a) EVE-VEN, and any Service Recipient, may terminate the Transition Service or any element or sub-element of the Transition Service provided to it or on its behalf, either in whole or in part, under this Agreement upon ninety (90) days’ written notice to EVE-PR (or such shorter time period as is mutually agreed upon in writing by EVE-PR and EVE-VEN); provided that no termination shall be effective in the event that EVE-PR demonstrates that a proposed termination of any element or sub-element of the Transition Service will adversely affect any Service Provider’s ability to provide any other element or sub-element of the Transition Service.

(b) EVE-PR may terminate this Agreement if EVE-VEN shall fail to pay any undisputed amount reflected in any invoice in accordance with the terms hereof, upon thirty (30) days’ prior written notice to EVE-VEN of such termination, unless EVE-VEN pays such undisputed amounts within such 30-day period.

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(c) Upon termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, EVE-PR shall have no further obligation to provide, or cause to be provided, such terminated element or sub-element of the Transition Service.

(d) If EVE-VEN, Popular or any of their Affiliates breaches Section 2.12, EVE-PR (i) may terminate this Agreement or any element or sub-element of the Transition Service, without any liability, obligation or penalty and (ii) upon any such termination, EVE-PR shall not be obligated to provide transition support in accordance with Section 2.13.

(e) EVE-PR may terminate this Agreement upon an EVE-VEN Change of Control if the acquiring, or resulting, entity is not reasonably acceptable to EVE-PR and upon any such termination, EVE-PR shall not be obligated to provide transition support in accordance with Section 2.13.

(f) This Agreement shall terminate upon the termination of EVE-PR’s obligations to provide, or cause to be provided, each of the elements and sub-elements of the Transition Service, as set forth in Section 2.1.

(g) Article I (Definitions), Section 2.12 (Compliance with Law), Section 4.1(b) (IT Systems), Article V (Indemnification; Limitation of Liability), Article VII (Confidentiality), this Article VI (Termination; Force Majeure), Article VIII (Books and Records), Article IX (Disputes) and Article X (Miscellaneous) shall survive the termination of this Agreement.

Section 6.2 Force Majeure.

(a) The obligations of EVE-PR under this Agreement shall be suspended during any period in which, but only to the extent that, EVE-PR is actually prevented or materially hindered from complying therewith by any of the following causes beyond its reasonable control: (i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot, domestic insurrection, acts of terrorism or other civil unrest, (iv) national or regional emergency, or (v) changes in Law that would cause EVE-PR or Service Provider, as the case may be, to violate the changed Law by providing the Transition Service; provided, that with respect to clause (v) EVE-PR’s obligation to provide a service shall be suspended only with respect to the element or sub-element of the Transition Service that would cause the violation of Law to occur (all of the foregoing referred to herein as a “Force Majeure”). Upon the occurrence of a Force Majeure, EVE-PR shall, as soon as reasonably practicable, give notice to EVE-VEN stating the suspension of the affected element(s) or sub-element(s) of the Transition Service, the date and expected duration and extent of such suspension and the cause thereof (which notice may be updated by EVE-PR should the expected duration and extent of such suspension change). EVE-PR shall thereafter use its reasonable efforts to overcome the Force Majeure.

(b) EVE-VEN shall not be required to pay for any suspended element or sub-element of the Transition Service during which it is not being provided to EVE-VEN. EVE-PR agrees that if it experiences any shortage, interruption, delay, inadequacy or limitation in the

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availability of any of any element or sub-element of the Transition Service (by reason of Force Majeure) and is unable to fulfill EVE-VEN's requirements for such services, EVE-PR shall treat EVE-VEN no less favorably than any other business of EVE-PR in the allocation by EVE-PR between such businesses and EVE-VEN of such affected service and in a manner consistent with past practice.

(c) If EVE-PR’s performance under this Agreement is suspended or rendered impractical by reason of Force Majeure for a period in excess of thirty (30) days, EVE-VEN shall have the right to terminate this Agreement with respect to the disrupted element(s) or sub-element(s) of the Transition Service immediately upon written notice to EVE-PR. An event of Force Majeure shall not operate to extend the term of this Agreement or to limit amounts payable for the elements or sub-elements of the Transition Service rendered on or prior to the actual date of the event of Force Majeure.

ARTICLE VII

CONFIDENTIALITY; DELIVERY OF INFORMATION

Section 7.1 Confidential Information. “Information” means any confidential or proprietary information, which is identified as such in writing, obtained by a party hereto or its Affiliates, its respective officers, directors, employees, agents, contractors and representatives (the “Receiving Party”) from the other party hereto or its Affiliates, its respective officers, directors, employees, agents, contractors and representatives (the “Disclosing Party”) concerning the past, present or future business activities of these entities or persons, including any information relating to customers and related personal data, pricing, methods, processes, financial data, lists, technical data, apparatus, statistics, programs, specifications, documentation, research, development or related information.

Section 7.2 Disclosure. Except as set forth on Exhibit A hereto:

(a) The Receiving Party shall hold all the Disclosing Party’s Information in confidence for the Disclosing Party and, except as set forth in this Agreement or as otherwise may be authorized by the Disclosing Party in writing, the Receiving Party shall not disclose to any person, firm or enterprise, or use for its own benefit, any such Information. The Receiving Party may disclose Information of the Disclosing Party to its officers, directors, employees, agents, contractors and representatives on a need-to-know basis and solely as required in order for the parties hereto to perform their respective obligations under this Agreement.

(b) Without limiting the foregoing, EVE-PR, EVE-VEN and their respective Affiliates shall (A) advise each of their respective officers, directors, employees, agents, contractors and representatives having access to or using such Information of the confidentiality requirements in this Agreement and (B) direct each such officer, director, employee, agent, contractor and representative to treat such Information confidentially; provided, that the Receiving Party shall be responsible for any breach of the confidentiality obligations under this Agreement by any such officer, director, employee, agent, contractor or representative.

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(c) The term “Information” shall not include any disclosed information that (i) the Receiving Party is required to disclose by Law to which the Receiving Party is subject; provided, however, that, other than in the case of any disclosure by EVE-PR or its Subsidiaries to any state or Federal bank regulatory authorities or OFAC or except as may be prohibited by Law, the Receiving Party shall not make any such disclosure without first notifying the Disclosing Party and allowing the Disclosing Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure; or (ii) (A) was, at the time of such disclosure by the Disclosing Party, already in the public domain other than as a result of the actions of the Receiving Party in violation hereof, (B) was received by the Receiving Party before, on or after the date hereof on an unrestricted basis from a source unrelated to the Disclosing Party and not known by the Receiving Party to be under a duty of confidentiality to the other party, or (C) was independently developed without reference to the Information.

Section 7.3 Document Retention. Except as set forth on Exhibit A hereto, promptly after the termination or expiration of this Agreement, each Receiving Party shall furnish to the Disclosing Party any and all copies (in whatever form or medium) of all such Information then in the possession of such Receiving Party and destroy any and all additional copies and electronic records then in the possession of the Receiving Party of such Information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that each Receiving Party reserves for itself the right to retain copies (paper or electronic) of any information, including Information that is presented to its board of directors or is otherwise necessary in accordance with its record retention procedures and systems for legal, compliance or regulatory purposes. Each Receiving Party shall maintain the confidentiality of any such retained record to the same extent required under this Agreement.

Section 7.4 Delivery of Information; Cooperation Between the Parties. EVE-PR and EVE-VEN shall provide each other with all such information and materials reasonably necessary to effect EVE-PR’s and EVE-VEN’s prompt and complete performance of their duties and obligations under this Agreement. EVE-PR and EVE-VEN shall notify the other of any contact by any taxing authority or other person or entity asserting a tax liability that could affect that other party directly or indirectly and shall cooperate in the defense, settlement or other resolution of such tax matter. The parties hereto agree that they shall cooperate with each other and shall act in such a manner as to promote the prompt and efficient completion of the obligations hereunder.

ARTICLE VIII

BOOKS AND RECORDS

Section 8.1 EVE-PR shall keep, and make reasonably available to EVE-VEN and its representatives, complete and accurate records and accounts, in accordance with EVE-PR’s normal practices with respect to the Business, of all material transactions pertaining to the Transition Service, and shall preserve them for the longer of (a) a period of two (2) years following the end of the fiscal year to which they pertain, (b) the period consistent with EVE-

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PR’s retention policies or (c) such longer period as may be necessary to enable EVE-PR to comply with provisions of applicable Law. After the expiration of such period referred to in this Section 8.1, EVE-PR shall have no further duty to retain any of such books and records or to notify EVE-VEN before the disposition or destruction thereof. EVE-VEN may review these books and records upon reasonable advance notice during normal business hours.

ARTICLE IX

DISPUTES

Section 9.1 Resolution Procedure. Each party hereto agrees to use its Reasonable Best Efforts to resolve disputes under this Agreement by a negotiated resolution between the parties hereto or as provided for in this Article IX.

Section 9.2 Exchange Of Written Statements. In the event of a dispute under this Agreement, either party hereto may give a notice to the other party hereto requesting that the Steering Committee in good faith try to resolve (but without any obligation to resolve) such dispute. Not later than fifteen (15) days after said notice, each party hereto shall submit to the other party a written statement setting forth such party’s description of the dispute and of the respective positions of the parties hereto on such dispute and such party’s recommended resolution and the reasons why such party feels its recommended resolution is fair and equitable in light of the terms and spirit of this Agreement. Such statements represent part of a good-faith effort to resolve a dispute and as such, no statements prepared by a party pursuant to this Article IX may be introduced as evidence or used as an admission against interest in any arbitral or judicial resolution of such dispute.

Section 9.3 Good Faith Negotiations. If the dispute continues unresolved for a period of seven (7) days (or such longer period as the Steering Committee may otherwise agree upon) after the simultaneous exchange of such written statements, then the Steering Committee shall promptly commence good-faith negotiations to resolve such dispute but without any obligation to resolve it. The initial negotiating meeting may be conducted by teleconference.

Section 9.4 Determination of Resolution Panel. Not later than thirty (30) days after the commencement of good-faith negotiations: (i) if the Steering Committee renders an agreed resolution on the matter in dispute, then both parties hereto shall be bound thereby; and (ii) if the Steering Committee does not render an agreed resolution, then either party may submit the dispute to arbitration in accordance with Section 9.5 hereof.

Section 9.5 Arbitration. A matter in dispute hereunder submitted for resolution by arbitration shall be arbitrated in accordance with the then existing commercial arbitration rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, subject to (a) through (h) below.

(a) Upon the request of either party hereto, the arbitration shall be conducted under the expedited rules of the American Arbitration Association for commercial arbitrations.

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(b) In the case the disputing party determines, in good faith, that the amount of any matter in dispute is less than or equal to $100,000, the number of arbitrators shall be one (1) independent arbitrator appointed by the American Arbitration Association. In the case the disputing party determines, in good faith, that the amount of any matter in dispute is greater than $100,000, the number of arbitrators shall be three (3) independent arbitrators, with one appointed by each party hereto, and the two appointees selecting the third arbitrator in accordance with the said Rules. If either party hereto fails to select an arbitrator within ten (10) days after notice of such failure from the other party or the American Arbitration Association, then the American Arbitration Association shall appoint such arbitrator. If the two appointees are unable to agree on the third arbitrator, then the American Arbitration Association shall select the same using the foregoing qualification.

(c) The arbitration hearing shall be held in San Juan, Puerto Rico, at such date, time and place as established by the arbitrators and the proceedings shall be conducted in English. Witnesses whose native language is not English may give oral or written testimony in their native language, with appropriate translation into English. Documentary evidence in Spanish may be submitted, with appropriate translation into English.

(d) The arbitrators shall have power to rule on their own competency and on the validity of this Agreement to make reference to arbitration.

(e) Not later than fifteen (15) days after the conclusion of the arbitration hearing, but prior to the rendering of any arbitral decision and award, each party hereto may submit to the arbitrators a written statement of such party's (i) understanding and view of the parties' respective positions on the dispute, and (ii) recommendation as to an appropriate resolution of the dispute and the reasons why it believes such resolution is appropriate. In reaching a decision on any dispute hereunder, the arbitrators may take into account such statement.

(f) The arbitrators must render their arbitral decision and award and give a written opinion setting forth the basis of their decision, all not later than forty-five (45) days after the conclusion of the arbitration.

(g) Each party hereto shall take or cause to be taken all reasonable action to facilitate the conduct of the arbitration and the rendering of the arbitral award at the earliest possible date.

(h) The costs of the arbitration shall be borne and paid equally by the parties hereto.

(i) Any arbitration hereunder shall be confidential, and the parties hereto, and their agents and the arbitrators shall not disclose to any non-party the subject of the arbitration, any information about the arbitration or the substance of the proceedings thereunder except as may be required by applicable Law, for insurance purposes, or as necessary to enforce this agreement to arbitrate or any award hereunder or in connection with a request for injunctive relief. Notwithstanding the foregoing, this Section 9.5(i) shall not prevent the parties hereto from disclosing to their Affiliates any information relating to an arbitration.

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Section 9.6 Injunctive Relief. The parties hereto recognize and acknowledge that in the event of a potential, anticipatory or actual breach of this Agreement, it may be necessary or appropriate for the non-breaching party to seek injunctive relief, if and to the extent legally available, in order to avoid harm or further harm to the non-breaching party. If a party desires injunctive relief, it may pursue the same in any court of competent jurisdiction; provided, however, that, if granted, such injunctive relief shall apply only to prevent a breach or further breaches and shall remain in effect only so long as the court deems necessary or appropriate to permit resolution of the underlying disputes in accordance with this Article IX. Neither the seeking of injunctive relief nor the granting thereof is intended or shall result in the application of a substantive or procedural law other than the applicable governing law pursuant to this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.1 Costs and Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the support contemplated thereby, shall be paid by the party hereto incurring such costs and expenses. Each party hereto shall assume the cost of any sales, use, privilege and other transfer or similar taxes (“Transfer Taxes”) imposed upon that party under applicable Law as a result of the transactions contemplated hereby. To the extent any exemptions from such Transfer Taxes are available, EVE-PR and EVE-VEN shall reasonably cooperate to prepare any certificates or other documents necessary to claim such exemptions.

Section 10.2 Notices. All notices, requests, claims, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, courier or overnight delivery service if transmitted prior to 5 p.m. on a Business Day, upon delivery (and otherwise such notice, request, claim, demand or other communication shall be deemed not to have been given until the next Business Day), or (b) if mailed, four Business Days after deposit in certified or registered mail and with first-class postage prepaid, or (c) in the case of facsimile notice, when sent and transmission is confirmed if transmitted prior to 5 p.m. on a Business Day in the place of receipt (and otherwise such notice, request, claim, demand or other communication shall be deemed not to have been given until the next Business Day), and, regardless of method, addressed to the party at its address or facsimile number set forth below (or at such other address or facsimile number as the party shall furnish the other party in accordance with this Section 10.2):

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If to EVE-PR: Evertec, Inc. Carr #176, Km 1.3 Cupey Bajo, Rio Piedras Puerto Rico 00926 P.O. Box 364527 San Juan, Puerto Rico 00936-4527
Telephone: Telecopy:	(787) 759-9999 (787) 250-7356
Email: Attention:	fvillamil@evertecinc.com Felix Villamil President
copy to:	Luisa Wert, Esq. lwert@evertecinc.com
if to EVE-VEN: EVERTEC de Venezuela, C.A
	Segunda Avenida de Campo Alegre, Torre Cari, Piso 3, Campo Alegre, Caracas, Venezuela 1060
Telephone: Email: Attention:	+58 212-958-9211 amedina@evertecinc.com Aida Medina
If to Popular: Popular, Inc. 209 Muñoz Rivera Avenue Hato Reyes, Puerto Rico 00918
Telephone: Telecopy:	(787) 758-7208 (787) 754-4984
Email: Attention:	rcarrion@bppr.com Richard L. Carrión CEO & President
copy to:	Ignacio Alvarez, Esq. Executive Vice President & General Counsel igalvarez@bppr.com

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with copies to:
Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
Telephone:	(212) 558-4000
Telecopy:	(212) 291-9156
Email:	toumeyd@sullcrom.com
Attention:	Donald J. Toumey

Section 10.3 Independent Contractor. Each party hereto agrees and acknowledges that (a) each Service Provider shall act as an independent contractor and not as the agent of EVE-VEN or any of its Affiliates in performing the Transition Service, maintaining control over its Personnel, its subcontractors and their employees, (b) neither Personnel of any Service Provider nor the Personnel’s subcontractors or their employees shall be considered employees of EVE-VEN or any of its Affiliates until such time, if ever, as they accept an offer of employment from EVE-VEN and (c) nothing in this Agreement will constitute or be construed to be or create a partnership, joint venture, or principal/agent between any Service Provider, on the one hand, and EVE-VEN, on the other.

Section 10.4 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 10.5 Entire Agreement. This Agreement (including all the Exhibits hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof and thereof.

Section 10.6 Assignment. Except to the extent permitted by Article I of this Agreement, EVE-PR shall (i) not delegate any of its duties to perform Services hereunder and (ii) be permitted to assign its rights hereunder to its financing sources for security purposes and the enforcement of all rights and remedies that EVE-PR has against EVE-VEN under this Agreement. EVE-VEN shall not assign or subcontract its rights, duties or obligations under this Agreement, except to (a) Subsidiaries for the purpose of being a Service Recipient (with reasonable prior notice to EVE-PR and (i) subject to EVE-PR’s ability to provide any element or sub-element of the Transition Service to such Subsidiary and (ii) notwithstanding any such assignment, EVE-VEN shall cause such Subsidiary to assign any such assigned rights, duties or obligations back to EVE-VEN prior to consummating any transaction that results in such entity

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ceasing to be a Subsidiary of EVE-VEN), (b) its financing sources for security purposes and the enforcement of all rights and remedies that EVE-VEN has against EVE-PR under this Agreement, (c) subject to Section 6.1(e), any Person in connection with a direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation or other encumbrance, or any other disposition of the shares or substantially all of the assets or of all or part of the voting power, or any other transfer of beneficial ownership of (with or without consideration and whether voluntarily or involuntarily (including by operation of law)) EVE-VEN by PIBI, or (d) with the prior written consent of EVE-PR; provided that, notwithstanding any such assignment, EVE-VEN shall remain responsible for all of its obligations pursuant to this Agreement. This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.

Section 10.7 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by EVE-VEN and EVE-PR, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law, except as otherwise specifically provided in Article V.

Section 10.8 No Third-Party Beneficiaries. Except for the provisions of Article V relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of either party hereto, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 10.9 Governing Law. This Agreement shall be governed and construed in accordance with the laws of Puerto Rico without regard to any conflict of law rules thereof that would apply to the laws of a different jurisdiction. Each party hereto agrees that it shall bring any action for injunctive relief in accordance with Section 9.6 exclusively in any federal court located in Puerto Rico or any Puerto Rico state court (the “Chosen Courts”), and solely in connection with an action for injunctive relief brought in accordance with Section 9.6 (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action for injunctive relief brought in accordance with Section 9.6 shall be effective if notice is given in accordance with Section 10.2. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION FOR INJUNCTIVE RELIEF BROUGHT IN ACCORDANCE WITH SECTION 9.6 IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY

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SUCH ACTION. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Section 10.10 Currency. Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars.

Section 10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 10.12 No Additional Rights. Except as expressly provided otherwise in this Agreement, the parties hereto agree that no provisions of this Agreement shall grant to either party hereto any additional rights to the other party’s proprietary information, technology or know-how.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.

EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Name:	Félix M. Villamil
	Title:	President

[Signatures continue on the following page.]

EVERTEC DE VENEZUELA, C.A.
By:	/s/ Ivan Pagani
	Name:
	Title:

[Signatures continue on the following page.]

POPULAR, INC.
By:	/s/ Ivan Pagani
	Name:
	Title:

Exhibit A

Services

See Attached

Transition Service	Service Sub-element	Description	Cost 1	Term / Comments
Application Processing
	Transaction Authorization	Operation of applications related to the authorization of transactions. It includes Tandem International Authorization System (TIAS), B-Trans, and the Web Acquisition System (WAS) applications.	[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
	Credit Cards Processing	Operation of the application related to the credit cards processing. It includes the operation of Card Pack application.	[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
	Credit Cards Collection	Operation of the application related to the credit cards processing. It includes the operation of the Tracker application.	[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Accounting
	Bookkeeping and financial reporting	Includes Accounts Receivable, Accounts Payable, Property & Equipment Accounting, Accounts Reconciliation, and Financial Reporting (Monthly Balance Sheet and Income Statement) and review of Payroll information prepared at Venezuela.	[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Applications Maintenance
	IT professional services.	IT professional services for changes needed in the applications for either regulatory or business requirements.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
Infrastructure Maintenance
	IT professional services.	IT professional services for infrastructure changes needed.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
LAN Access Fees
	Services related to the provision of LAN Access.	LAN Access fee—user’s access to LAN including LAN port usage, e-mail account and usage, Internet access, antivirus for exchange, anti-spamming tool, e-mail archiving, proxies, firewalls, routers, and switches per port per year. Includes virus detection services for desktops.	[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec's Finance Dept.
E-mail System Archiving
	Services related to the operation of the e-mail service.		[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Applications migration.
	It Professional Services utilized in the migration and configuration of the front and back office applications to EVE-VEN.	IT services needed for the migration and configuration of the following applications: TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System. The services will also include support for the installation and configuration of the hardware and system software necessary to operate the applications locally in Venezuela including internet connections.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.

¹  Subject to the provisions of Sections 2.3, 2.4 and 6.1 of the Transition Services Agreement, if the parties agree on the terms (including the Cost) for any Additional Support or Service Continuation, or a party terminates any element or sub-element of a Transition Service, the monthly Costs set forth herein may be modified, additional costs incorporated and/or deleted to account for any such Additional Support, Service Continuation or termination of Transition Services (or any element or sub-element of the Transition Services), as the case may be. Any such incorporation, modification or deletion shall be reflected in the monthly invoices required under section 3.1(b) of the Transition Services Agreement.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

Transition Service	Service Sub-element	Description	Cost 1	Term / Comments
Training and knowledge transfer for the operations and administration of the applications transferred.
	Training	Training of local resources for the operations of the applications migrated to Venezuela. The training will include the operation of TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System applications.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
	Knowledge Transfer	Knowledge transfer for the operation of TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System applications. Knowledge transfer will include temporary support for the applications operations and on the job training.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.

Exhibit A-1
Role Name	Role Code	Cost
Application Analyst	APLA	$[***]
Application Control Technician	ACTE	$[***]
Application Technician	APLT	$[***]
Application Tester	APPT	$[***]
BC Manager	BCMNGR	$[***]
BC Project Coordinator	BCPC	$[***]
Business Analyst	BUSA	$[***]
Business Analyst – Network	BUSAN	$[***]
Communication Network Specialist	NETS	$[***]
Consulting Project Manager	CPMR	$[***]
DBA Specialist	DBSPEC	$[***]
Division Manager	DIVM	$[***]
ECS Consulting Project Manager	ECSMNG	$[***]
ECS Project Coordinator	ECSPC	$[***]
ECS System Consultant	ECSCONS	$[***]
EIS Consultant	EISCON	$[***]
ETL Specialist	ETLSPEC	$[***]
Electronic Banking Specialist	EBSP	$[***]
IT Project Coordinator	PPRC	$[***]
Industrial Engineer	INDE	$[***]
Information Security Analyst	ISSA	$[***]
Information Security Supervisor	ISUP	$[***]
Information Security Technician	ITEC	$[***]
Infrastructure Project Coordinator	IPRC	$[***]
Int-Lider de Programacion	INTLPROG	$[***]
Junior Architect	JARCH	$[***]
Manager	MNGR	$[***]
Network Analyst	NETA	$[***]
Network Engineer	NETE	$[***]
Network Operator	NETO	$[***]
Network Project Coordinator	NPRC	$[***]
Network Supervisor	NSUP	$[***]
Network System Programmer	NWSP	$[***]
Network Technician	NETT	$[***]
Operation Supervisor – Application	OSUPA	$[***]
Operation Supervisor – Network	OSUPN	$[***]
Operations Supervisor	OSUP	$[***]
Programmer	PROG	$[***]
Programming Specialist	SPEC	$[***]
Programming Supervisor	PSUP	$[***]
Quality Assurance Coordinator	QACORD	$[***]
Quality Control Coordinator	QCCORD	$[***]
Senior Architect	SARCH	$[***]
Senior Network Engineer	SNTE	$[***]
Senior Programmer	SPRG	$[***]
Senior System Programmer	SRSP	$[***]
System Programmer	SYSP	$[***]
Systems Analyst	SYSA	$[***]
Technical Quality Assurance	TCQA	$[***]
Technical Supervisor	TECS	$[***]
Technical Writer	TWRT	$[***]
Testing Coordinator	TCORD	$[***]
Trainer	TRNR	$[***]
Web Project Coordinator	WPRC	$[***]
Web Senior Programmer	WBSP	$[***]
Web Specialist	WEBS	$[***]

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information

EX-10.52

Exhibit 10.52

EXECUTION VERSION

RIDER AND AMENDMENT NUMBER 1 TO THE VENEZUELA TRANSITION SERVICES AGREEMENT

This Rider and Amendment Number 1 to the Venezuela Transition Services Agreement (“Amendment No. 1”) is entered into this 1^st of July, 2011 (the “Effective Date”) by and among EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A., a corporation organized under the laws of the Republic of Venezuela (“TRANRED,” formerly EVERTEC de Venezuela, C.A.) and Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Popular”).

RECITALS

WHEREAS, EVERTEC, TRANRED and Popular are parties to that certain Transition Services Agreement dated as of September 29, 2010 (the “Venezuela TSA” capitalized terms not otherwise defined herein shall have the meaning set forth in the Venezuela TSA) pursuant to which EVERTEC provides Transition Services to TRANRED with respect to the Business;

WHEREAS, on even date hereof, EVERTEC and TRANRED entered into that certain assignment and assumption agreement (“Assignment and Assumption Agreement”) pursuant to which TRANRED transferred and assigned to EVERTEC all of TRANRED’s right, title and interest in and to the service agreements with the offshore entities listed in Schedule 1 (“Offshore Service Agreements”) and EVERTEC assumed from TRANRED certain obligations of TRANRED related to the Offshore Service Agreements;

WHEREAS, TRANRED is considering to wind-down its operations and terminate any and all other existing agreements (the “Business Termination”) and to that end may require additional transition services from EVERTEC, and EVERTEC is willing to provide, or to cause to be provided, such additional transition services under the terms of the Venezuela TSA; and

WHEREAS, the parties have decided it is in their best interest to enter into this Amendment No. 1 to reflect the transactions entered into in the Assignment and Assumption Agreement, to extend the Transition Service Period, and to provide for additional services to be included as part of the Transition Services, as provided for under Sections 2.3 and 2.4 of the Venezuela TSA.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the parties hereby agree as follows:

1. Transfer of Offshore Service Agreements. The parties acknowledge that the Offshore Service Agreements listed in Schedule 1 to this Amendment No. 1 have been transferred and assigned to EVERTEC. From and after the effective date of the Assignment and Assumption Agreement and thereon, (a) EVERTEC shall exclude all Costs incurred in connection with Transition Services related to the Offshore Service Agreements from the monthly invoices to TRANRED under the Venezuela TSA, and (b) EVERTEC shall be solely responsible for all costs incurred in connection with the servicing of the Offshore Service Agreements listed in Schedule 1.

2. Additional Definitions. Section 1.1 of the Venezuela TSA is amended to include the following definition(s):

“Business Termination” means the winding down of the Business and the possible termination of all service agreements between EVE-VEN and its clients (other than the service agreements with entities doing business from outside of Venezuela (off-shore entities)).

3. Business Termination.

(a) In connection with the Business Termination, and in order to effect the Business Termination in a timely and orderly manner, TRANRED anticipates that it is necessary for EVERTEC to provide, or cause to be provided, the termination transition services (the “Business Termination Services”). Additionally, TRANRED anticipates that it will be necessary for EVERTEC to provide, or cause to be provided, the transition and migration services, as well as data storage and related services to the clients listed in Schedule 2, subject to the terms and conditions set forth in the respective service agreements with said clients (the “Client Services” and together with the Business Termination Services, the “Termination Assistance Services”).

(b) As provided for under Sections 2.3 and 2.4 of the Venezuela TSA, EVERTEC and TRANRED agree to include as Additional Support under the Venezuela TSA the Termination Assistance Services. The Cost for the Termination Assistance Services shall be as set forth in Exhibit A-1.

(c) EVERTEC and TRANRED further agree that Exhibit A to the Venezuela TSA is hereby amended and restated to include the terms of the Termination Assistance as set forth in the attached Amended and Restated Exhibit A to this Amendment No. 1.

(d) The parties further agree that in order to provide the Termination Assistance Services, the Transition Service Period is hereby amended and extended for an additional twelve (12) months after September 29, 2011. As such, Section 2.2 of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 2.2 Term of Transition Service. (a) The provision of the Transition Service shall commence upon the Effective Date and shall terminate on the earliest of (i) twenty four (24) months after the Effective Date or such longer or shorter period as set forth in Exhibit A hereto with respect to an element or sub-element of the Transition Service and (ii) the date any such element or sub-element of the Transition Service is terminated by EVE-VEN pursuant to Section 6.1 (for each element or sub-element, the “Transition Service Period”). In the event that EVE-VEN requests continuation of any element or sub-element of the Transition Service no later than thirty (30) days prior to the end of the periods referenced in this Section 2.2 (a “Service Continuation”), the parties hereto agree that, subject to Sections 2.6(b) and 2.8(b), the Service

2

Continuation shall be provided upon similar terms (including price, term and service levels) governing the provision of such element or sub-element of the Transition Service for such longer period as the parties hereto may mutually determine in good faith based on the reasonable needs of the parties hereto, unless otherwise agreed to by the parties in writing.

(b) Subject to Section 2.2(c), EVE-VEN and Popular shall use their Reasonable Best Efforts to (at their own expense) make or obtain any approvals, permits and licenses, and implement such systems, as may be necessary for EVE-VEN to provide the elements and sub-elements of the Transition Service independent of EVE-PR as soon as commercially reasonably practicable following the Closing Date. EVE-PR shall use Reasonable Best Efforts to cooperate with EVE-VEN and Popular in fulfilling their obligations under the preceding sentence.

(c) EVE-VEN, Popular and EVE-PR acknowledge that in the event EVE-VEN determines that it is in its best interest to terminate the Business or any service contracts with customers related to the Business, EVE-PR shall cooperate with EVE-VEN to effect the Business Termination. In such case, the parties shall provide the transition support required for (i) a timely and orderly Business Termination and/or (ii) any required transition and migration services under service agreements with customers, and any such transition support shall be treated as Additional Support under Section 2.3.”

4. Amendment to Section 2.3 of the Venezuela TSA. Section 2.3 of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 2.3 Additional Elements and Sub-elements of the Transition Service. If, at any time during the term of this Agreement, EVE-VEN reasonably determines that in order to operate the Business or to effect a Business Termination it is necessary for EVE-PR to provide, or cause to be provided, (i) any support that was being provided by EVE-PR or its Affiliates to the Business prior to Closing that was not theretofore included as an element or sub-element of the Transition Service or (ii) any transition support reasonably necessary for (A) a timely and orderly Business Termination and/or (B) the transition and migration of customers under service agreements, EVE-PR shall, subject to Section 2.6(b), make such support available (the “Additional Support”), or shall cause such support to be made available, to EVE-VEN consistent with the other terms and conditions of this Agreement. For such additional elements or sub-elements of the Transition Service, the fee charged to EVE-VEN shall be equal to Cost.”

5. Modification to Costs. Subject to the provisions of Sections 2.3 (as amended), 2.4 and 6.1 of the Venezuela TSA and Paragraph 2 of this Amendment No. 1, if (i) the parties

3

agree on the terms (including the Costs) for any Additional Support or Service Continuation, and/or (ii) a party terminates any element or sub-element of a Transition Service, and/or (iii) in connection with a Business Termination or otherwise, the number of customers that are part of the Business decreases, then the Costs set forth in the Amended and Restated Exhibit A, as amended pursuant to Section 2(b) and Section 2(c) of this Amendment No. 1, shall be modified, and any additional costs incorporated and/or deleted to account for any such Additional Support, Service Continuation or termination or reduction of Transition Services (or any element or sub-element of the Transition Services), as the case may be. Any such incorporation, modification or deletion shall be reflected in the monthly invoices required under Section 3.1(b) of the Venezuela TSA.

6. Scope of Amendments. Except as specifically provided herein, the Venezuela TSA shall not be modified or affected hereby and shall remain in full force and effect. Neither party shall be deemed to have waived any right provided under the Venezuela TSA, except as herein expressly provided.

7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the Effective Date first written above by their respective duly authorized officers.

Popular, Inc.		EVERTEC, Inc.
By:	/s/ Iván Pagán	By:	/s/ Félix M. Villamil
Name:		Name:	Félix M. Villamil
Title:		Title:	President
		Tarjetas y Transacciones en Red Tranred, C.A.
		By:	/s/ Iván Pagán
		Name:	Iván Pagán
		Title:	President

4

Schedule 1

Offshore Service Agreements

1. Contrato de Servicios de Procesamiento with Premier Bank International, N.Y., dated July 4, 2006.

2. Processing Services Agreement with Girobank, N.Y. (Curaçao) dated July 31, 2006.

3. Contrato de servicios with International Union Bank (Panamá) dated May 24, 2007.

4. Processing Services Agreement with Novopayment, Inc. (Florida) dated April 1, 2009.

5. Convenio de Servicios de Procesamiento with Republic International Bank, N.Y. (Curacao) dated March 28, 2008.

6. Contrato de Servicios de Procesamiento with Venecredit Bank & Trust, Ltd. (Cayman Islands) dated September 10, 2008.

Schedule 2

Customers – Transition, Migration, Data Storage and Related Services

1. 100% Banco, C.A., Banco Comercial

2. Venezolano de Crédito, S.A., Banco Universal

3. Servitebca

4. TEBCA

5. Banco Nacional de Crédito, C.A., Banco Universal

6. Ferretería EPA

7. Inverunion

Amended and Restated Exhibit A

Transition Service	Service Sub-element	Description	Cost1	Term / Comments
Application Processing
	Transaction Authorization	Operation of applications related to the authorization of transactions. It includes Tandem International Authorization System (TIAS), B-Trans, and the Web Acquisition System (WAS) applications.	$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
	Credit Cards Processing	Operation of the application related to the credit cards processing. It includes the operation of Card Pack application.	$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
	Credit Cards Collection	Operation of the application related to the credit cards processing. It includes the operation of Tracker application.	$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Accounting
	Bookkeeping and financial reporting	Includes Accounts Receivable, Accounts Payable, Property & Equipment Accounting, Accounts Reconciliation, and Financing Reporting (Monthly Balance Sheet and Income Statement) and review of Payroll Information prepared at Venezuela.	$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Applications Maintenance
	IT professional services.	IT professional services for changes needed in the applications for either regulatory or business requirements.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
Infrastructure Maintenance
	IT professional services.	IT professional services for Infrastructure changes needed.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.

¹  Subject to the provisions of Sections 2.3, 2.4 and 6.1 of the Transition Services Agreement, the monthly Costs set forth herein may be modified, additional costs incorporated and/or deleted to account for Additional Support, Service Continuation or termination of Transition Services (or any element or sub-element of the Transition Services), as the case may be. Any such incorporation, modification or deletion shall be reflected in the monthly invoices required under section 3.1(b) of the Transition Services Agreement.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

Transition Service	Service Sub-element	Description	Cost1	Term / Comments
LAN Access Fees
	Services related to the provision of LAN Access.	LAN Access fee – user’s access to LAN including LAN port usage, e-mail account and usage, Internet access, antivirus for exchange, anti-spamming tool, e-mail archiving, proxies, firewalls, routers, and switches per port per year. Includes virus detection services for desktops.	$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
E-mail System Archiving
	Services related to the operation of the e-mail service.		$[***] monthly	Charging method will be based on distribution of costs effective prior to the Effective Date as defined by Evertec’s Finance Dept.
Applications migration.
	IT Professional Services utilized in the migration and configuration of the front and back office applications to EVE-VEN.	IT services needed for the migration and configuration of the following applications: TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System. The services will also include support for the installation and configuration of the hardware and system software necessary to operate the applications locally in Venezuela including Internet connections.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
Training and knowledge transfer for the operations and administration of the applications transferred.
	Training	Training of local resources for the operations of the applications migrated to Venezuela. The training will include the operation of TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System applications.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
	Knowledge Transfer	Knowledge transfer for the operation of TISA, B-Trans, CardPack, Tracker, WAS, Office Outlook and Accounting System applications. Knowledge transfer will include temporary support for the applications operations and on the job training.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

Transition Service	Service Sub-element	Description	Cost1	Term / Comments
Termination Assistance Services
	IT Professional Services related to the Business Termination Services of EVE-VEN’s.	IT professional services for the activities related to the Business Termination of EVE-VEN.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
	IT Professional Services related to the Clients Migration Services of EVE-VEN’s.	IT professional services required to establish and develop, if necessary, the migration files required for the migration of EVE-VEN clients to their new processors. Also includes all the work and coordination required from EVERTEC for each migration.	Cost will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.
	IT Professional Services and systems related to the data retention requirements and use of related retrieval systems requirements after clients migration or termination of services.	Data storage and related services, including but not limited to data searches and production of documents.	Storage costs will be based on type and volume of data to be stored, retention periods and retrieval systems required. Related Services costs will be based on hours consumed and cost per role as per table in Exhibit A-1.	Hourly rate per person will be based on charge back method in effect prior to the Effective Date.

EX-10.53

Exhibit 10.53

EXECUTION VERSION

RIDER AND AMENDMENT NUMBER 2 TO THE VENEZUELA TRANSITION SERVICES AGREEMENT

This Rider and Amendment Number 2 to the Venezuela Transition Services Agreement (“Amendment No. 2”) is entered into this 9th of March, 2012 (the “Effective Date”), by and among EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A, a corporation organized under the laws of the Republic of Venezuela (“TRANRED,” formerly EVERTEC de Venezuela, C.A.) and Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Popular”).

RECITALS

WHEREAS, EVERTEC, TRANRED and Popular are parties to that certain Venezuela Transition Services Agreement dated as of September 29, 2010, as amended pursuant to that certain Rider and Amendment Number 1 to the Venezuela Transition Services Agreement dated as of July 1, 2011 (“Rider 1”, together, hereinafter, the “Venezuela TSA”; capitalized terms not otherwise defined herein shall have the meaning set forth in the Venezuela TSA) pursuant to which EVERTEC provides Transition Services to TRANRED with respect to the Business;

WHEREAS, Popular International Bank, Inc., (“PIBI”), TRANRED’s sole stockholder, is in the process of selling all of the issued and outstanding stock of TRANRED (“Stock Sale”) to COMPUTACIONES NETFI, C.A., a company organized under the laws of the Republic of Venezuela (“NETFI”) and, to that end, TRANRED, in accordance with Section 2.2(a) of the Venezuela TSA requests a Service Continuation of certain Transition Services for an additional period of time to allow for the effective migration of the Business from EVERTEC’s system in Puerto Rico to TRANRED’S facilities in Venezuela, in order that TRANRED may operate independently from EVERTEC within a reasonable period of time after the closing of the Stock Sale (the “Extension Period”);

WHEREAS, EVERTEC is willing to provide, or to cause to be provided, the Service Continuation of the Transition Services to TRANRED during the Extension Period, subject to the terms and conditions of this Amendment No. 2; and

WHEREAS, the parties have decided it is in their best interest to enter into this Amendment No. 2 to extend the Transition Service Period to cover the Service Continuation for the Extension Period and provide for such other amendments to the Venezuela TSA as mutually agreed upon.

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NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the parties hereby agree as follows:

1. Amendment to the Transition Service Period.

a. The Transition Service Period is hereby amended and extended for an additional twenty seven (27) months after September 29, 2011. As such, Section 2.2(a) of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 2.2 Term of Transition Service. (a) The provision of the Transition Service shall commence upon the Effective Date and shall terminate on the earliest of (i) thirty nine (39) months after the Effective Date or such longer or shorter period as set forth in Amended and Restated Exhibit A hereto with respect to an element or sub-element of the Transition Service and (ii) the date any such element or sub-element of the Transition Service is terminated by TRANRED pursuant to Section 6.1 (for each element or sub-element, the “Transition Service Period”). In the event that TRANRED requests continuation of any element or sub-element of the Transition Service no later than thirty (30) days prior to the end of the periods referenced in this Section 2.2 (a “Service Continuation”), the parties hereto agree that, subject to Sections 2.6(b) and 2.8(b), the Service Continuation shall be provided upon similar terms (including price, term and service levels) governing the provision of such element or sub-element of the Transition Service for such longer period as the parties hereto may mutually determine in good faith based on the reasonable needs of the parties hereto, unless otherwise agreed to by the parties in writing.

2. Modification to Costs. After the second anniversary of the Effective Date of the Venezuela TSA, the Costs, of Transition Services being provided as of said date shall be subject to a 10% increase for the remainder of the Transition Service Period. Such percentage increase shall be reflected in the monthly invoices required under Section 3.1(b) of the Venezuela TSA. Nothing stated herein stated shall be deemed to modify Sections 2.4 and 6.1 of the Venezuela TSA or Section 5 of Rider 1.

3. ARTICLE I DEFINITIONS. The following modifications to defined terms are made throughout the Venezuela TSA:

a. The defined term “EVE-VEN” is amended and restated to “TRANRED”.

b. The following defined terms are amended and restated in their entirety to read as follows:

“Additional Support” means support that TRANRED reasonably determines is necessary for EVE-PR to provide in order to operate the Business.”

“TRANRED Change of Control” means the entry into an agreement or the consummation of any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation or other encumbrance, or any other disposition of the shares, or any disposition of all or substantially all of the assets or all or part of the voting power or power to designate a majority of

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the board of directors (or another Person(s) o body performing similar functions), or any other transfer of beneficial ownership of (with or without consideration and whether voluntarily or involuntarily (including by operation of law)) TRANRED by the Person with Control of TRANRED.”

c. The following defined terms are eliminated:

“Operating Committee” has the meaning specified in Section 2.7.”

“Steering Committee” has the meaning specified in Section 2.7.”

4. Section 2.3 Additional Elements and Sub-elements of the Transition Service. Section 2.3 of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 2.3 INTENTIONALLY OMITTED.”

5. Section 2.7 Steering Committee and Operating Committee. Section 2.7 of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 2.7 Administration of the Transition Services. Each party agrees to designate authorized representatives to manage the administration of the Transition Services. Such authorized representatives will be set forth in the attached Exhibit B, as same may be modified from time to time.”

6. ARTICLE IX DISPUTES. Sections 9.1 through 9.5 are amended and restated in their entirety to read as follows:

“Section 9.1 Consultation; Arbitration. Any dispute, controversy or claim between the parties or against any authorized representative of the other, whether related to this Agreement or otherwise, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved as set forth in this section. Each party will give written notice to the other party of any Dispute claimed by it. Promptly following delivery of such notice, an authorized representative of each party will meet and will be obligated to attempt in good faith to resolve the Dispute. If within thirty (30) days following the receipt of notice of a Dispute, the Dispute has not been resolved such Dispute will be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A single, neutral arbitrator will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. Strict confidentiality will

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govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes between the parties arising out of or relating to this Agreement.

“Section 9.2 INTENTIONALLY OMITTED.

“Section 9.3 INTENTIONALLY OMITTED.

“Section 9.4 INTENTIONALLY OMITTED.

“Section 9.5 INTENTIONALLY OMITTED.”

7. Section 10.2 Notices. Section 10.2 of the Venezuela TSA is amended and restated in its entirety to read as follows:

“Section 10.2 Notices. All notices, requests, claims, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, courier or overnight delivery service if transmitted prior to 5 p.m. on a Business Day, upon delivery (and otherwise such notice, request, claim, demand or other communication shall be deemed not to have been given until the next Business Day), or (b) if mailed, four Business Days after deposit in certified or registered mail and with first-class postage prepaid, or (c) in the case of facsimile notice, when sent and transmission is confirmed if transmitted prior to 5 p.m. on a Business Day in the place of receipt (and otherwise such notice, request, claim, demand or other communication shall be deemed not to have been given until the next Business Day), and, regardless of method, addressed to the party at its address or facsimile number set forth Exhibit C, as same may be amended from time to time (or at such other address or facsimile number as the party shall furnish the other party in accordance with this Section 10.2).

8. New Exhibit. Exhibit B and Exhibit C attached hereto are added to the Venezuela TSA.

9. Scope of Amendments. Except as specifically provided herein, the Venezuela TSA shall not be modified or affected hereby and shall remain in full force and effect. Neither party shall be deemed to have waived any right provided under the Venezuela TSA, except as herein expressly provided.

10. Counterparts. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the Effective Date first written above by their respective duly authorized officers.

Popular, Inc.		EVERTEC, Inc.
By:	/s/ Iván Págán	By:	/s/ Peter Harrington
Name:	Iván Págán	Name:	Peter Harrington
Title:	Senior Vice President	Title:	President
		Tarjetas y Transacciones en Red Traured, C.A.
		By:	/s/ Iván Págán
		Name:	Iván Págán
		Title:	Senior Vice President

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Exhibit B - Authorized Representatives

	EVE-PR	TRANRED	POPULAR
Level One	Luis Franceshi	Salvador Oliveros	Omar Zinoveev
	[***]	[***]	[***]
	[***]	[***]	[***]
Level Two	Maria Gois	Aida Medina	Felix Fernández
	[***]	[***]	[***]
	[***]	[***]	[***]
Level Three	Miguel Mercado	Aida Medina	Iván Pagán
	[***]	[***]	[***]
	[***]	[***]	[***]

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

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Exhibit C - Information for Notices

If to EVERTEC:	If to TRANRED:
EVERTEC, Inc. Hwy. #176, Km. 1.3 Rio Piedras Puerto Rico 00926 Attention: Miguel Mercado Telephone: [***] Email: [***]	Tarjetas y Transacciones en Red Tranred, C.A. Segunda Avenida de Campo Alegre Torre Cari, Piso 3, Campo Alegre Caracas, Venezuela 1060 Attention: Aida Medina Telephone: [***] Email: [***]
Copy to: Shannah Urbauer, Esq. Email: [***]
If to POPULAR: Popular, Inc. 209 Mũnoz Rivera Avenue Hato Rey, Puerto Rico 00918 Attention: Iván Pagán Telephone: [***] Email: [***]
Copy to: Ignacio Alvarez, Esq. Email: [***]

*** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that confidential treatment has been requested with respect to this omitted information.

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EX-10.54

Exhibit 10.54

EXECUTION VERSION

VIRGIN ISLANDS SERVICES AGREEMENT

THIS VIRGIN ISLANDS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of September, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO, a bank organized under the laws of the Commonwealth of Puerto Rico (“BPPR”), and EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”).

WITNESSETH:

WHEREAS, pursuant to the Merchant and Ticketpop Business Transfer and Reorganization Agreement dated June 30, 2010 between the parties (the “BTA”), BPPR sold and transferred to EVERTEC its rights and obligations with respect to certain BPPR operations and related assets and liabilities;

WHEREAS, the employees set forth in Part II of Schedule 6.2(a) of the BTA and also set forth in Exhibit A hereto (the “VI Employees”) were to be transferred to EVERTEC;

WHEREAS, the parties have determined that it is in their respective best interest that (i) the VI Employees remain employees of BPPR and (ii) BPPR provide the Services (as that term is defined below) to EVERTEC in accordance with the terms and conditions of this Agreement; and

WHEREAS, contemporaneously with the execution of this Agreement, the parties have entered into an Amendment to the BTA (the “BTA Amendment”) that provides, among other things, that the VI Employees will continue to be employed by BPPR and will not be transferred to EVERTEC.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, BPPR and EVERTEC hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions; Interpretation and Rules of Construction. All capitalized terms used but not specifically defined in this Agreement shall have the meanings assigned to them in the BTA. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each

of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and, (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates.

“Agreement” has the meaning specified in the Preamble.

“Apollo” means AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands.

“Asset Acquirer” has the meaning set forth in Section 8.3.

“Assignee Sub” has the meaning set forth in Section 8.2.

“beneficially owned”, “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Person (the “Initial Person”) shall be deemed to beneficially own any securities beneficially owned by another Person who is not an Affiliate of such Initial Person (the “Other Person”) (disregarding solely for the purposes of determining securities beneficially owned by such Other Person, (i) application of this sentence to any securities that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such securities) to such Other Person in compliance with the Stockholder Agreement or other applicable Group Agreement and (ii) any Group Securities with respect to such Other Person), including without limitation, another Holder that is not an Affiliate of such Initial Person.

“BPPR” has the meaning set forth in the Recitals.

“BTA” has the meaning specified in the Recitals.

“BTA Amendment” has the meaning specified in the Recitals.

“Business Day” means each day from Monday through Friday, except for Legal Holidays.

“Change of Control” means, with respect to a Person, the acquisition, by a non-Affiliate of such Person, of (i) more than fifty percent (50%) of the voting power of such Person or (ii) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of such Person.

“Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries).

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“Control,” and its correlative meanings, “Controlling,” and “Controlled,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Control Acquirer” has the meaning set forth in Section 9.1.

“Costs” has the meaning specified in Section 3.1(a).

“Dispute” has the meaning specified in Section 10.10.

“Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

“Dragged Asset Sale” has the meaning set forth in Section 4(d)(vii) of the Stockholder Agreement.

“Effective Date” has the meaning specified in the Preamble.

“Encumbrances” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third party right, including restrictions on the right to vote equity interests.

“EVERTEC Change of Control” means, with respect to EVERTEC, any:

(a) merger, consolidation or other business combination of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries that results in the stockholders of EVERTEC (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or a series of related transactions, holding, directly or indirectly, less than 50% of the voting power of EVERTEC (or such Subsidiary or Subsidiaries) or any such successor, other entity or surviving entity, as applicable, immediately following the consummation of such transaction or series of related transactions; provided that this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons that had not had “control” of EVERTEC immediately prior to such transaction, as such term is defined under the Bank Holding Company Act of 1956, shall have obtained such “control”;

(b) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries to a Person or Group of Persons (other than an Transfer of such equity to Apollo Global Management LLC, Popular, any Permitted Ultimate Parent, or their respective Controlled Affiliates);

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(c) transaction in which a majority of the board of directors or equivalent governing body of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of EVERTEC (or such successor or other entity) immediately prior to such transaction (or are not nominated by Apollo Global Management LLC, Popular, any Permitted Ultimate Parent or their respective Controlled Affiliates) except, (X) resulting from the compliance, at the time of an initial public offering of either Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which Holdco’s or EVERTEC’s (or such successor’s or other entity’s), as the case may be, equity securities will be listed pursuant to such initial public offering, (Y) if a majority of such board of directors is not “independent” under the rules of the applicable securities exchange on the date following such initial public offering upon which Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), as the case may be, first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange that first apply upon Holdco or EVERTEC (or such successor’s or other entity’s), as the case may be, ceasing to be a “controlled company” (or similar status), or (Z) the loss of directors of EVERTEC pursuant to Section 2 of the Stockholder Agreement (as in effect on the date hereof or as may be amended with the approval of Popular and BPPR) that does not result in another Person or Group of Persons having the right or ability to appoint a majority of the board of directors or equivalent governing body of Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) as a result of such transaction; provided that, for the avoidance of doubt, this clause (Z) shall only apply to the resignation and initial replacement of such directors and not to any subsequent replacement of such directors (whether in connection with another transaction or otherwise); or

(d) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of EVERTEC and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) to a Person who is not an Affiliate of EVERTEC at such time.

“Exchange Act” means the Securities Exchange Act of 1934.

“Force Majeure” has the meaning specified in Section 6.3(a).

“Government Entity” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar government, governmental subdivision, regulatory or administrative body or other governmental or quasi-governmental agency, tribunal, commission, court, judicial or arbitral body or other entity with competent jurisdiction.

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“Group Agreement” means any agreement governing the acquisition, holding, voting or disposition of securities of a Person; provided, that, so long as Apollo or a subsequent Permitted Controlling Holder is an Affiliate of such Person, such Person is a party to such agreement.

“Group of Persons” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

“Group Securities” means any securities beneficially owned by a Person solely as a result of the Stockholder Agreement or any other Group Agreement and, for the avoidance of doubt, which securities have not been Transferred to such Person or any of its Controlled Affiliates.

“Holdco” means Carib Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“Holdco Common Shares” means the common stock of Holdco, par value $0.01 per share.

“Holders” means the holders of Holdco Common Shares who are parties to the Stockholder Agreement as set forth in Schedule I thereto, as the same may be amended or supplemented from time to time.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

“Indemnified Party” has the meaning specified in Section 5.3(a).

“Indemnifying Party” has the meaning specified in Section 5.3(a).

“Initial Person” has the meaning set forth in the definition of “beneficially owned.”

“Initial Term” has the meaning specified in Section 6.1(a).

“Intellectual Property” means any and all trademarks, service marks, copyrights, patents, trade secrets, commercial and/or internet domain names, software, source codes, contract forms, client lists, marketing surveys or other information, the names, features, designs, functionalities and other specifications related to the names of products or services developed or used or that may hereafter be developed offered or sold by any of the parties, and programs, methods of processing, specific design and structure of individual programs and their interaction and unique programming techniques employed therein.

“ISO Agreement” means the Independent Sales Organization Sponsorship and Services Agreement, dated June 30, 2010, between EVERTEC and BPPR, as it may be amended, restated or supplemented from time to time.

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“IT Systems” has the meaning specified in Section 4.1(b).

“Jurisdiction” has the meaning set forth in Section 8.2.

“Law” means any law, statute, ordinance, rule, regulation, code, Order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law).

“Legal Holiday” means Saturday, Sunday or any legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC.

“Losses” means losses, liabilities, claims, damages, fines, expenses, penalties, interest expense, costs and fees and disbursements, (including reasonable legal counsel and experts’ fees and disbursements), net of any amounts recovered with respect thereto under insurance policies covering any liability thereof if and to the extent applicable in each case, individually or collectively.

“Non-Controlled Public Entity” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

“Notice of Dispute” has the meaning specified in Section 10.10.

“Notice of Election” has the meaning specified in Section 5.3(b).

“Order” means any order, injunction, judgment, decree, writ or other enforcement action of a Government Entity.

“Other Person” has the meaning set forth in the definition of “beneficially owned.”

“Payment Due Date” has the meaning specified in Section 3.1(b).

“Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

“Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

“Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Article IX or without BPPR validly exercising its termination right pursuant to Article IX provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities.

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“Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Agreement to an Assignee Sub in compliance with the provisions of Article VIII.

“Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Agreement to an Asset Acquirer in compliance with the provisions of Article VIII.

“Person” means any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or other entity of any kind, and will include any assignee and/or successor (by merger or otherwise) of such entity in connection therewith.

“Popular” means Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“Reasonable Best Efforts” means, with respect to a party hereto, prompt and persistent efforts as a prudent Person desirous of achieving a result would use in similar circumstances; provided that the parties hereto will be required to expend only such resources as are commercially reasonable in the applicable circumstances.

“Renewal Period” has the meaning specified in Section 6.1(a).

“Resolution Forum” has the meaning specified in Section 10.10.

“Services” has the meaning specified in Section 2.1(a).

“Solvent” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

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“SPV Affiliate” means with respect to any Person, any Affiliate of such Person, whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Affiliate.

“Stockholder Agreement” means the Stockholder Agreement to be entered among Carib Holdings, Inc. and the holders party thereto dated simultaneously with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 30, 2010 by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, as amended.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“Technology Systems Operations Division” means the division at EVERTEC that is in charge of hardware, telecommunications and network infrastructure, including services related thereto.

“Term” has the meaning specified in Section 6.1(a).

“Terminated Service” has the meaning specified in Section 2.4.

“Transfer” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Apollo or such Affiliate, as applicable, and (iii) each of (x) a Transfer of equity interests of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any security beneficially owned by such Permitted Ultimate Parent Entity or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

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“Transfer Taxes” has the meaning specified in Section 10.1.

“Transition Date” has the meaning specified in Section 2.5.

“Ultimate Parent Entity” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Permitted Controlling Holder, (x) the Person which (A) (i) Controls such Permitted Controlling Holder or (ii) if no Person Controls such Permitted Controlling Holder, the beneficial owner of a majority of the voting power of such Permitted Controlling Holder and (B) is not itself Controlled by any other Person that is an Ultimate Parent Entity of such Permitted Controlling Holder or, (y) if no such Person exists, the Permitted Controlling Holder, provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

“VI Employees” has the meaning set forth in the Recitals.

Section 1.2 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made herein to an Article, Section or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated;

(b) the headings herein are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used herein, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used herein, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined herein have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained herein are applicable to the singular as well as the plural forms of such terms;

(g) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;

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(h) references to a Person are also to its successors and permitted assigns;

(i) it is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to any other party; and

(j) in the event of a conflict between the terms and conditions of this Agreement and the terms of the BTA Agreement the terms of this Agreement will prevail and control the interpretation of the subject matter hereof.

ARTICLE II

SERVICES AND SCOPE OF SERVICES

Section 2.1 Services; Standard of Performance.

(a) On the terms and subject to the conditions contained herein and in Exhibit B hereto, BPPR shall provide to EVERTEC the services set forth in Exhibit B hereto (the “Services”) for the Term.

(b) BPPR shall provide each Service at the same level of care with which the Service was provided to the Merchant Acquiring Business and the Technology System Operations Division prior to the date of the BTA. In performing each Service, BPPR shall employ methods, procedures and utilities of a quality at least equal to those employed by BPPR with respect to its own business and affairs.

(c) The scope of each Service shall be substantially the same as the scope of such Service provided by BPPR to the Merchant Acquiring Business and the Technology System Operations Division in the ordinary course prior to the date of the BTA; provided, however, the scope of the Services will be amended as necessary in accordance with BPPR policies and procedures as revised from time to time; provided, further, that any amendment to the scope of Services shall be made in consultation with EVERTEC. BPPR and EVERTEC shall use their Reasonable Best Efforts to cooperate with each other in all matters relating to the provision of the Services.

Section 2.2 Supervision.

(a) Each party hereto agrees and acknowledges that (i) BPPR shall act as an independent contractor and not as the agent of EVERTEC or any of its Subsidiaries in performing the Services, and BPPR shall maintain control over its employees, representatives and agents (including its subcontractors and their employees), (ii) none of BPPR’s employees, representatives or agents (including its subcontractors and their employees) shall be considered employees of EVERTEC or any of its Subsidiaries until such time, if ever, as they accept an offer of employment from EVERTEC and (iii) nothing in this Agreement will constitute or be construed to be or create a partnership, joint venture, or principal/agent between BPPR, on the one hand, and EVERTEC, on the other.

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(b) During the Term, BPPR will, subject to Section 2.1(b), in its sole discretion (i) determine the procedures to be followed with respect to the VI Employees who provide the Services, (ii) adjust the procedures to be followed with respect to the VI Employees who provide the Services, and (iii) be responsible for the supervision of the VI Employees in the performance of the Services; provided, that any determination made, or action taken, by BPPR in accordance with this Section 2.2(b) shall be done in consultation with EVERTEC.

(c) Notwithstanding anything to the contrary under this Agreement, BPPR shall not be required to enter into any contracts with any customers of EVERTEC or otherwise be obligated to any third-party with respect to BPPR’s provision of the Services.

Section 2.3 Compensation and Benefits. All employees, representatives and agents of BPPR providing Services hereunder will be deemed for purposes of all terms and conditions of employment including, but not limited to, compensation and employee benefits, to be employees, representatives or agents of BPPR and not employees or representatives or agents of EVERTEC. EVERTEC shall not be responsible for any salary, employment and other benefits of and liabilities relating to the employees, representatives and agents of BPPR assigned to perform any Service.

Section 2.4 Amendments to Exhibit B. If EVERTEC requests any additional service, provided BPPR agrees to provide such additional service, Exhibit B hereto shall be amended to include the terms of any additional service.

Section 2.5 Transition Support. From time to time during the Term, EVERTEC may deliver to BPPR a “Notice of Readiness for Transition” specifying a Service to be transitioned for performance by EVERTEC or its designee and a date no less than thirty (30) days after the date of delivery of such notice to the Servicing Party on which performance of the Service is to be transferred to EVERTEC or its designee (each such date, a “Transition Date”). BPPR and EVERTEC shall cooperate to transition each affected Service during the period of time beginning upon the applicable Transition Date and ending on the earlier of (i) the date upon which the applicable Service has been fully transitioned for performance by EVERTEC and (ii) the 6-month anniversary of the Transition Date (each, a “Terminated Service”). BPPR may request clarification from EVERTEC regarding the scope of Terminated Services, and EVERTEC shall promptly respond to all such inquiries.

ARTICLE III

FEES; BILLING; PAYMENT

Section 3.1 Cost of Services.

(a) The cost charged to EVERTEC for the Services (the “Cost”) shall be set forth in Exhibit B hereto.

(b) EVERTEC shall pay BPPR within thirty (30) days of receipt of a written invoice (containing such detail as EVERTEC may reasonably request) from BPPR (the thirtieth day following receipt of such written invoice herein referred to as the “Payment Due Date”), for the Cost of the Services rendered hereunder, which invoice shall be delivered by BPPR to EVERTEC by the twentieth (20th) day of each month, or if such day is not a Business Day, the next succeeding Business Day, for the Services provided during the preceding month; provided that EVERTEC shall not pay any invoiced amount that it contests in good faith by giving BPPR written notice of such dispute on or prior to the Payment Due Date, in which case EVERTEC shall pay all amounts not in dispute by the Payment Due Date.

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(c) Payments shall be made by wire transfer to an account designated in writing from time to time by BPPR. Any undisputed amount due under this Agreement that is not paid by the Payment Due Date shall bear interest at an annual rate of interest equal to one and a half percent (1.5%).

ARTICLE IV

INTELLECTUAL PROPERTY

Section 4.1 Ownership and Licensing of Intellectual Property.

(a) If in connection with its provision or receipt of the Services a party hereto provides, or provides access to, the other party hereto any Intellectual Property owned by such providing party, such providing party hereby grants to the other party, during the Term, a non-exclusive, revocable, non-transferable (except as provided in Error! Reference source not found.), non-sublicensable, royalty-free, fully paid-up license to such Intellectual Property, solely to the extent necessary to provide or receive the Services in accordance with this Agreement. To the extent that a party hereto provides, or provides access to, the other party hereto any Intellectual Property not owned by it, such providing party hereby grants to the other party, during the Term of this Agreement, a non-exclusive, revocable, non-transferable (except at provided in Article VIII), non-sublicensable, royalty-free, fully paid-up sublicense to such Intellectual Property, solely to the extent necessary to provide or receive the Services in accordance with this Agreement; provided that the other party’s access to, use of and rights for such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual Property. Upon the termination or expiration of this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided will automatically terminate.

(b) Each party hereto shall permit or provide to the other party reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Services as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to EVERTEC by BPPR.

(c) Except as otherwise expressly provided in this Agreement, no party hereto shall have any rights or licenses with respect to any Intellectual Property of the other party. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant party.

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ARTICLE V

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 5.1 Indemnification by BPPR. BPPR shall indemnify, defend and hold harmless EVERTEC and its Affiliates (other than BPPR or any of its Affiliates in the case of EVERTEC on and after the Effective Date) and their respective directors, officers and employees and their heirs, successors and permitted assigns from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, any of EVERTEC and its Affiliates, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly arising out of or as a result of BPPR’s material breach of this Agreement; provided, however, that BPPR shall not be liable for (a) any Losses that are not direct, actual damages or (b) any consequential, punitive, special or speculative damages under this Agreement, in each case, unless such Losses are (i) paid pursuant to a third-party claim or (ii) caused by a breach of Article VII. BPPR shall not be liable hereunder for any act or omission to act by BPPR if such action is taken at EVERTEC’s direction. Except for its gross negligence or willful misconduct, the aggregate liability of BPPR under this Agreement shall not exceed an amount equal to the aggregate payments made by EVERTEC to BPPR for the Services provided hereunder.

Section 5.2 Indemnification by EVERTEC. EVERTEC hereby agrees that it shall indemnify, defend and hold harmless BPPR and its Affiliates and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered, or asserted against, by any of BPPR and its Affiliates, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly arising out of or as a result of (a) EVERTEC’s material breach of this Agreement, or (b) any actions taken by BPPR at the direction of EVERTEC; provided, however, that EVERTEC shall not in any event be liable for (a) any Losses that are not direct, actual damages or (b) any consequential, punitive, special or speculative damages under this Agreement, in each case, unless such Losses are (i) paid pursuant to a third-party claim or (ii) caused by a breach of Article VII. Except for its gross negligence or willful misconduct, the aggregate liability of EVERTEC under this Agreement shall not exceed an amount equal to the aggregate payments made by EVERTEC to BPPR for the Services provided hereunder.

Section 5.3 Indemnification Procedures.

(a) The procedures set forth in this Section 5.3 shall apply when a Person entitled to indemnification under this Article V (an “Indemnified Party”) seeks to obtain indemnification from a Person required to provide indemnification hereunder (an “Indemnifying Party”).

(b) Notice. Promptly after receipt by an Indemnified Party of notice of the commencement or threatened commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim in respect of which the Indemnified Party will seek indemnification pursuant to this Article V, the Indemnified Party will notify the Indemnifying Party of such claim in writing. The failure of Indemnified Party to so notify an Indemnifying Party will relieve Indemnifying Party of its obligations under this Section 5.3 to

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the extent that Indemnifying Party can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from the Indemnified Party relating to any claim, but no later than fifteen (15) days before the date on which any response to a complaint or summons is due, the Indemnifying Party will notify the Indemnified Party in writing if the Indemnifying Party elects to assume control of the defense and settlement of that claim (a “Notice of Election”).

(c) Procedure Following Notice of Election. If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before ceasing to defend against such claim, and will not compromise or settle such claim without the Indemnified Party’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claim. After the Indemnifying Party has delivered a Notice of Election relating to any claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party will not be required to indemnify the Indemnified Party for any amount paid or payable by the Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party.

(d) Procedure Where No Notice of Election Is Delivered. If the party which is the Indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period, the Indemnified Party will have the right to defend the claim in such manner as it may deem appropriate, and the failure of the Indemnifying Party to deliver such Notice of Election will not affect the indemnification obligations of such party under this Agreement.

(e) Cooperation. When seeking indemnification, the Indemnified Party will at all times reasonably cooperate with the Indemnifying Party in the defense or settlement of any claim which is subject to this Article V.

(f) Entitlement to Payment. In the event an Indemnifying Party elects not to assume control of the defense and settlement of that claim, the Indemnified Party will be entitled to payment by the Indemnifying Party upon the Indemnified Party’s settlement of the claim or the adjudication of liability, whichever first occurs.

(g) Subrogation. In the event that a party will be obligated to indemnify another party pursuant to this Article V, the Indemnifying Party will, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates. The Indemnified Party will reasonably cooperate with Indemnifying Party, including by the execution of appropriate documents, to enable the Indemnifying Party to receive the benefit of the right of subrogation outlined in this Section 5.3.

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ARTICLE VI

TERM; TERMINATION; FORCE MAJEURE

Section 6.1 Term of Services.

(a) The provision of the Services shall commence upon the Effective Date and shall continue for a period of three (3) years (the “Initial Term”), unless sooner terminated in accordance with the terms of this Agreement. Following the Initial Term, this Agreement will renew automatically for additional periods of one (1) year each (each a “Renewal Period” and together with the Initial Term, the “Term”) unless either party gives notice to the other party of its intention not to renew at least thirty (30) days prior to the then applicable Renewal Period.

Section 6.2 Termination.

(a) EVERTEC may terminate any Service hereunder or this Agreement with immediate effect, without obligation or penalty, at any time upon thirty (30) days’ notice to BPPR.

(b) In the event of the termination of this Agreement or a specific Service, BPPR will include any Costs accrued with respect to any terminated Service prior to the date of termination of such Service in the next subsequent invoice delivered to EVERTEC, and, subject to Article III, EVERTEC will pay such Costs as are set forth in such invoice.

(c) BPPR may terminate this Agreement if EVERTEC shall fail to pay any undisputed amount reflected in any invoice in accordance with the terms hereof, upon thirty (30) days’ prior written notice to EVERTEC of such termination, unless EVERTEC pays such undisputed amounts within such thirty (30) day period.

(d) Upon termination or expiration of this Agreement in accordance with its terms, BPPR shall have no further obligation to provide the Services.

(e) Article I (Definitions), Article V (Indemnification; Limitation of Liability), this Article VI (Termination; Force Majeure), Section 7.1 (Confidentiality) and Article VIII (Miscellaneous) shall survive the termination of this Agreement and the obligations of BPPR with respect to compliance with Section 7.3 (Books and Records) shall survive the period set forth therein.

Section 6.3 Force Majeure.

(a) The obligations of BPPR under this Agreement shall be suspended during any period in which, but only to the extent that, BPPR is actually prevented or materially hindered from complying therewith by any of the following causes beyond its reasonable control: (i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot, domestic insurrection, acts of terrorism or other civil unrest, (iv) national or regional

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emergency, or (v) changes in Law that would cause BPPR to violate the changed Law by providing the Services; (all of the foregoing referred to herein as a “Force Majeure”). Upon the occurrence of a Force Majeure, BPPR shall, as soon as reasonably practicable, give notice to EVERTEC stating the suspension of the Services, the date and expected duration and extent of such suspension and the cause thereof (which notice may be updated by BPPR should the expected duration and extent of such suspension change). BPPR shall thereafter use its Reasonable Best Efforts to overcome the Force Majeure.

(b) EVERTEC shall not be required to pay for the suspended Services during the period for which they are not being provided to EVERTEC.

(c) If BPPR’s performance under this Agreement is suspended or rendered impractical by reason of Force Majeure for a period in excess of thirty (30) days, EVERTEC shall have the right to terminate this Agreement immediately upon written notice to BPPR. An event of Force Majeure shall not operate to limit amounts payable for Services rendered on or prior to the actual date of the event of Force Majeure.

ARTICLE VII

CONFIDENTIALITY; DELIVERY OF INFORMATION; BOOKS AND RECORDS

Section 7.1 Confidential Information. Article V of the ISO Agreement is incorporated herein by this reference.

Section 7.2 Delivery of Information; Cooperation between the parties. BPPR and EVERTEC shall provide each other with all such information and materials reasonably necessary to effect BPPR’s and EVERTEC’s prompt and complete performance of their duties and obligations under this Agreement. BPPR and EVERTEC shall notify the other of any contact by any taxing authority or other person or entity asserting a tax liability that could affect that other party directly or indirectly and shall cooperate in the defense, settlement or other resolution of such tax matter. The parties hereto agree that they shall cooperate with each other and shall act in such a manner as to promote the prompt and efficient completion of the obligations hereunder.

Section 7.3 Books and Records. BPPR shall keep, and make reasonably available to EVERTEC and its representatives, complete and accurate records and accounts, in accordance with BPPR’s normal practices, of all material transactions pertaining to the Services, and shall preserve them for the longer of (a) a period of two (2) years following the end of the fiscal year to which they pertain, (b) the period consistent with BPPR’s retention policies or (c) such longer period as may be necessary to enable BPPR to comply with provisions of applicable Law. After the expiration of such period referred to in this Section 7.3, BPPR shall have no further duty to retain any of such books and records or to notify EVERTEC before the disposition or destruction thereof. EVERTEC may review these books and records upon reasonable advance notice during normal business hours.

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ARTICLE VIII

ASSIGNMENT

Section 8.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns. Other than a Permitted Assignment pursuant to this Article VIII, this Agreement may not be assigned by either party without the prior written consent of the other party; provided, that either party may assign its rights, duties and obligations under this Agreement to its financing sources solely in connection with the granting of a security interest and the enforcement of all rights and remedies that the assigning party has against the other party under this Agreement, subject to the claims, defenses and rights, including rights of set off, that such other party may have against the assigning party.

Section 8.2 Assignment to Subsidiaries. EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly-owned Subsidiary of EVERTEC (an “Assignee Sub”) if (i) such Assignee Sub is identified by EVERTEC to BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to perform for BPPR or its Subsidiaries, in the country, state, territory or other jurisdiction (“Jurisdiction”) in which the Assignee Sub is organized, the specific obligations required to be performed pursuant to the assignment of this Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) BPPR has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and BPPR is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) BPPR is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to BPPR, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly-owned Subsidiary, directly or indirectly, of EVERTEC; and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to BPPR assumed by Assignee Sub under this Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.

Section 8.3 Assignment to Third Parties. EVERTEC may assign all of its rights, duties and obligations (or those rights duties and obligations arising after the effectiveness of the assignment) in a transaction with a third-party assignee (an “Asset Acquirer”) if (i) such Asset Acquirer is identified by EVERTEC to BPPR at least thirty (30) Business Days prior to the consummation of the proposed assignment; (ii) such Asset Acquirer (A) acquires at least 90% of the consolidated gross assets (excluding cash) of EVERTEC and its Subsidiaries and (B) assumes at least 90% of the consolidated gross liabilities (excluding Indebtedness) of EVERTEC and its Subsidiaries (including the assignment and assumption of all commercial agreements between EVERTEC or any of its Subsidiaries, on the one hand, and Popular, BPPR or any of their respective Subsidiaries, on

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the other hand) through one legal entity; (iii) neither the Asset Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (iv) the Asset Acquirer will be Solvent immediately after and giving effect to such proposed assignment; and (v) EVERTEC reasonably believes that the Asset Acquirer, after completion of the proposed purchase and assumption transaction, will be capable of performing all of the obligations and duties of EVERTEC under this Agreement.

Section 8.4 Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed assignment pursuant to this Article VIII would be in compliance with the requirements of the provisions contained in this Article VIII, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed assignment other than information that would create any potential liability under applicable laws violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

Section 8.5 Notice of Objection. BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed assignment of any objection to any proposed assignment to an Asset Acquirer under Section 8.3 unless EVERTEC has failed to satisfy its obligations pursuant to Section 8.4 and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 8.4. If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed assignment.

Section 8.6 Implied Consent. Notwithstanding anything contained herein, if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of a transaction resulting in a proposed assignment and was not compelled to do so as part of a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to securities issued by Holdco or EVERTEC or any successor or other entity that acquired all or substantially all the assets of Holdco or EVERTEC or any of their respective successors then it shall be deemed to have consented to the assignment.

Section 8.7 Invalidity of Impermissible Assignments. Any attempted or purported assignment in violation of this Article VIII hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Article VIII will terminate in the event and to the extent of the termination of this Agreement.

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ARTICLE IX

EVERTEC CHANGE OF CONTROL

Section 9.1 EVERTEC Change of Control. BPPR shall have the right, subject to Section 9.1, to terminate this Agreement up to thirty (30) days following the later of (i) the occurrence of an EVERTEC Change of Control or (ii) the date on which EVERTEC provides BPPR written notice that an EVERTEC Change of Control has occurred or is likely to occur (provided that if EVERTEC has not satisfied its obligations pursuant to Section 9.2 and that BPPR asserts such failure prior to the expiration of the thirty (30) day period then such thirty (30) day period shall be tolled until EVERTEC satisfies its obligations under Section 9.2) and provided further that if an EVERTEC Change of Control occurs, and EVERTEC fails to provide BPPR written notice thereof within thirty (30) days thereof, then BPPR shall have an unqualified right to terminate this Agreement), unless (w) the Person or Group of Persons proposing to engage in such proposed EVERTEC Change of Control transaction (the “Control Acquirer”) is identified to BPPR by EVERTEC at least thirty (30) Business Days prior to such proposed EVERTEC Change of Control; (x) neither the Control Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from the Commonwealth of Puerto Rico in excess of $50 million unless none of them has a physical presence in the Commonwealth of Puerto Rico that is used to conduct any such business; (y) EVERTEC (or its successor, as applicable) will be Solvent immediately after and giving effect to such proposed EVERTEC Change of Control; and (z) EVERTEC (or its successor, as applicable), after the proposed EVERTEC Change of Control, will be capable of performing all of the obligations and duties of EVERTEC required under this Agreement; provided further that if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of the transaction resulting in the EVERTEC Change of Control or Transfers (other than a Transfer in the context of a merger, business combination, reorganization, recapitalization or similar transaction) any equity securities in connection with the transaction resulting in the EVERTEC Change of Control and, in either case, was not compelled to do so as part of a Drag-Along Transaction, a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to Holdco, EVERTEC or any successor or other entity holding all or substantially all the assets of EVERTEC, and its Subsidiaries then such termination right shall not apply.

Section 9.2 Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with BPPR in evaluating whether any proposed EVERTEC Change of Control would be in compliance with the requirements of this Article IX, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed EVERTEC Change of Control other than information that would create any potential liability under applicable laws, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

Section 9.3 Notice of Objection. If EVERTEC provides at least thirty (30) days written notice to BPPR prior to an EVERTEC Change of Control, BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the

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proposed EVERTEC Change of Control of any objection to any proposed EVERTEC Change of Control on the basis that it does not satisfy the criteria set forth in clauses (w) through (z) of Section 9.1 (unless EVERTEC has failed to satisfy its obligations pursuant to Section 9.2 and BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day objection period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 9.2). If BPPR fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed EVERTEC Change of Control and waived its right of termination under Section 9.1.

ARTICLE X

MISCELLANEOUS

Section 10.1 Costs and Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the support contemplated thereby, shall be paid by the party hereto incurring such costs and expenses. Each party hereto shall assume the cost of any sales, use, privilege and other transfer or similar taxes (“Transfer Taxes”) imposed upon that party under applicable Law as a result of the transactions contemplated hereby. To the extent any exemptions from such Transfer Taxes are available, BPPR and EVERTEC shall reasonably cooperate to prepare any certificates or other documents necessary to claim such exemptions.

Section 10.2 Notices. All notices, requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents will be in writing and delivered to the applicable party at its main office or any other place as designated by each party in writing.

Section 10.3 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 10.4 Entire Agreement. This Agreement (including all the Exhibits hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof and thereof.

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Section 10.5 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by EVERTEC and BPPR, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law, except as otherwise specifically provided in Article V.

Section 10.6 No Third-party Beneficiaries. Except for the provisions of Article V relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of either party hereto, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 10.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of Commonwealth of Puerto Rico without regard to any conflict of law rules thereof that would apply to the laws of a different jurisdiction.

Section 10.8 Currency. Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars.

Section 10.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 10.10 Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC and BPPR related to this Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section 10.10 10.10. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to BPPR from time to time, and the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR. Any Disputes that may remain

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unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. Each of EVERTEC and BPPR shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this Section 10.10 10.10 will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any Dispute arising out of or relating to this Agreement, unless to do so would be impossible or impracticable under the circumstances.

Section 10.11 No Additional Rights. Except as expressly provided otherwise in this Agreement, the parties hereto agree that no provisions of this Agreement shall grant to either party hereto any additional rights to the other party’s proprietary information, technology or know-how.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.

BANCO POPULAR DE PUERTO RICO
By:	/s/ Ileana González
	Name: Ileana Gonzalez
	Title: Senior Vice President
EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Name:
	Title:

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Exhibit A

VI Employees

Merchant Acquiring Business U.S. Virgin Islands

1	Paul L. Smith Jr.	Supervisor
2	Shermel A. Brown	Merchant Representative
3	Nikole Jules	Electronic Service Representative
4	Agnes Jackson	Electronic Service Representative
5	Jean-Louis Jerslen Thomas	Electronic Service Representative

Merchant Acquiring Business British Virgin Islands

1 Elliott Hodge Electronic Service Representative

Virgin Island Services

1	Dennis Alan Dussault	Supervisor
2	Juan C. de Jesús Cuevas	Network Analyst

Exhibit B

Description of Services

1. BPPR employees, representatives and agents providing Services hereunder to the Merchant Acquiring Business will be responsible for:

(a) Marketing the Merchant Program consistent with the practices of the Merchant Acquiring Business, including, by:

(1) Marketing the Merchant Program to potential Merchants and encourage them to become Merchants;

(2) Assisting potential Merchants in completing all documents required by BPPR to apply to the Merchant Program in accordance with the Merchant Application Approval Policy and forwarding to EVERTEC and BPPR, in electronic format, the Merchant Applications it receives as promptly as reasonably practicable; and

(3) Managing the materials used by EVERTEC in marketing the Merchant Program.

(b) Selling or making arrangements for the sale to, or the financing, leasing or rental by Merchants of all point-of-sale and other terminals and equipment (“POS Equipment”) necessary for each Merchant to participate in the Merchant Program, including installing and maintaining the POS Equipment if requested by the Merchant; provided however, that such services may be provided through one or more subcontractors or third parties;

(c) Providing Merchants with training materials and employing reasonable efforts to train Merchants to operate the POS Equipment to enable Merchants to fulfill their obligations under the Merchant Program;

(d) Distributing and delivering all supplies reasonably necessary for the Merchants to perform their duties under the Merchant Program, including Sales Records, Transmittals, deposit envelopes, printer paper and ribbons;

(e) Inputting such data for each approved Merchant in databases as is necessary for such Merchant to participate in the Merchant Program;

(f) Inputting all necessary new account information into EVERTEC’s information system in a manner reasonably designed to render all exception reports turned on and available;

(g) Monitoring all Merchant DDAs daily in accordance with the Rules to attempt to minimize Merchant Losses and providing EVERTEC and BPPR with summary reports thereof;

(h) responding to inquiries from Merchants concerning the Merchant Program in a manner consistent with the practices of the Merchant Acquiring Business and providing “front line” customer claim receipt services; and

(i) With respect to any supervising employees, monitoring and supervising the performance of all other employees involved in the Merchant Program to ensure compliance with Merchant Program Procedures, the Merchant Application Approval Policy and all applicable Rules.

2. BPPR employees, representatives and agents providing Services hereunder to the Technology System Operations Division will be responsible for:

(a) Troubleshooting software and hardware problems with user computers, servers, printers, scanners, embossers, modems, LAN, WAN, and telecommunication equipment;

(b) Managing all processes related to telecommunications infrastructure, including:

(1) Managing tower contracts;

(2) Identifying methods and vendors to minimize telecommunications expenditures; and

(3) Designing and implementing multi-level power support for Regional Offices communication equipment.

(c) Providing maintenance and technical support services for servers, the microwave communications system, the LAN / WAN backbone; off-premise ATH installations, and POS processing system and equipment;

(d) Providing technical support services for EVERTEC customers as required and coordinating with vendors and EVERTEC technical personnel to resolve private line failures and configuration problems;

(e) Installing and configuring new hardware and software and when unavailable procuring new hardware in a timely manner through normal procurement processes, including coordinating and tracking correction of hardware and software issues that are beyond the scope of the access or abilities of Region technical support personnel;

(f) Performing project management and supervision;

(g) Designing and modifying auto-attendant tree recordings;

(h) Managing local based database programs — Phone Billing (Network Support), Employee Phone Listing (Network Support), POS Equipment Repairs (Merchant Services), ATRIL document scanning (Internal Services), Collateral Tracking (Accounting), Voice Response (Cash Processing Center), NAMSYS (Cash Processing Center) and Work Order Tracking (Interior Services);

(i) Programming and maintaining voice mail systems, PBX and PBX network;

(j) Monitoring and maintaining Norton anti-virus system, Insight Manager, satellite phone system for emergency contingencies; and

(k) With respect to any supervising employee, monitoring and supervising the performance of all other employees involved providing the above Services.

Cost

The Cost for the Services set forth above shall equal $40,000 per month, subject to an annual increase by a rate equal to the lesser of (i) 5% or (ii) the All Items Consumer Price Index All Urban Consumers, U.S. City Average (1982-84 – 100) as published by the U.S. Department of Labor, Bureau of Labor Statistics.

EX-10.55

Exhibit 10.55

EXECUTION VERSION

Name of Tenant: EVERTEC, Inc.

MASTER LEASE

MEMORANDUM OF LEASE

1. MEMORANDUM OF LEASE.

This Memorandum as well as any RIDER that may be incorporated from time to time by the parties is an integral part of the Master Lease Agreement and all of the terms thereof are incorporated into the agreement in all respects. Whenever used in the Master Lease Agreement the defined terms shall have the meanings set forth in this Memorandum and any RIDER thereto.

a. Date:	April 1, 2004
b. Landlord:	Banco Popular de Puerto Rico (including its successors or assigns).
c. Landlord Representative:	Jaime Nazario
d. Landlord’s Mailing Address:	Corporate Real Estate Administration Banco Popular de Puerto Rico P. O. Box 362708 San Juan, Puerto Rico 00936-2708
e. Tenant:	EVERTEC, Inc.
f. Tenant’s Representative:	Luis Abreu Rigual
g. Tenant’s Billing Address:	Cupey Center Building Banco Popular de Puerto Rico P. O. Box 362708 San Juan, Puerto Rico 00936-2708
h. Tenant’s Trade Name:	EVERTEC
i. Leased Premises:	As provided in the RIDERS attached hereto
j. Permitted Use:	Information technology services.
k. Leaseable Area of Premises:	As provided in the RIDERS attached hereto
l. Leaseable Area of Building:	As provided in the RIDERS attached hereto
m. Tenant’s Proportionate Share:	As provided in the RIDERS attached hereto
n. Initial Lease Term:	As provided in the RIDERS attached hereto

o. Commencement Date:	As provided in the RIDERS attached hereto
p. Basic Rent:	As provided in the RIDERS attached hereto
q. Additional Rent:	As provided in the RIDERS attached hereto
r. Original Termination Date:	As provided in the RIDERS attached hereto
s. Renewal Term:	As provided in the RIDERS attached hereto
t. Late Payment Charge:	10% of any unpaid amount

2. PARKING SPACE: As provided in the RIDERS attached hereto.

3. COMMENTS. As provided in the RIDERS attached hereto.

Tenant		Landlord
EVERTEC, Inc.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Luis Abreu Rigual	By:	/s/ Jaime Nazario                                         6/28/04

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EVERTEC, Inc.

RIDER CUPEY BUILDING

1. MEMORANDUM OF LEASE.

This Memorandum RIDER is an integral part of the Master Lease Agreement and all of the terms hereof are incorporated into the agreement in all respects. Whenever used in the Master Lease Agreement the defined terms shall have the meanings set forth in this RIDER:

a. Date:	April 1, 2004
b. Landlord:	Banco Popular de Puerto Rico (including its successors or assigns).
c. Landlord Representative:	Jaime Nazario
d. Landlord’s Mailing Address:	Corporate Real Estate Administration Banco Popular de Puerto Rico P. O. Box 362708 San Juan, Puerto Rico 00936-2708
e. Tenant:	EVERTEC, Inc.
f. Tenant’s Representative:	Luis Abreu Rigual
g. Tenant’s Billing Address:	Cupey Center Building Banco Popular de Puerto Rico P. O. Box 362708 San Juan, Puerto Rico 00936-2708
h. Tenant’s Trade Name:	EVERTEC
i. Leased Premises:	Cupey Center
j. Permitted Use:	Information technology services.
k. Leaseable Area of Premises (sq. ft.):	Building A1	28,896.77
	Building A2	48,395.09
	Building A3	43,457.44
	Building B1	15,545.24
	Building B2	4,630.01
	Building C3	2,795.01
	Building D1	7,081.87
	Building D2	6,526.42
	Total	157,327.85
l. Leaseable Area of Building:	265,551.23 sq. ft.

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m. Tenant’s Proportionate Share of Operating Expenses:	.59246
n. Initial Lease Term:	One year
o. Commencement Date:	April 1, 2004
p. Basic Rent:	$14.00 per sq. foot for the first year Per Year $2,202,589.90 Per month $183,549.16
q. Additional Rent:	$7.50 per sq. foot (estimated operating expenses for the first year period ending on December 31, 2004 including the Parking Garage)
	Per Year $1,179,958.88
	Per Month $98,329.91
r. Original Termination Date:	March 31, 2005
s. Renewal Term:	On a year to year basis up to five renewal options
t. Renewal Term Basic Rent:	Increase of 3% each year over the prior year’s Basic Rent effective on the anniversary date
u. Late Payment Charge:	10% of any unpaid amount

2. COMMENTS.

a) The electricity will be charged separately based on actual consumption.

b) The leaseable area of premises will be adjusted in accordance with the staging process that has been programmed to be undertaken by Tenant due to the relocation of Evertec’s units to and from Cupey Center.

3. ATTACHMENTS. The following documents are attached to and made a part of the Rider. Tenant shall comply with all the terms and conditions contained in each of these documents.

Attachment A – Space Plan

Attachment B – Landlord Furnished Service

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Tenant		Landlord
EVERTEC, Inc.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Luis Abreu Rigual	By:	/s/ Jaime Nazario                                                 6/28/04
	Luis Abreu Rigual		Jaime Nazario

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TABLE OF CONTENTS

	Page
1. Master Lease Agreement.		1
2. Definitions.		1
3. Leased Premises.		3
4. Permitted Use.		4
5. Common Areas.		4
6. Commencement and Termination Dates.		5
7. Renewal Options.		5
8. Payment of Basic Rent, Additional Rent; Late Charges.		6
9. Security Deposit.		6
10. Landlord Furnished Services.		7
11. Tenant’s Share of Operating and Maintenance Expenses.		7
12. Tenant’s Property Taxes.		9
13. Tenant’s Share of Real Estate Taxes.		9
14. Electricity and Water Charge; Excessive Consumption.		9
15. Maintenance and Repairs by Landlord.		10
16. Maintenance and Repairs by Tenant.		11
17. Alterations; Liens; Tenant’s Property.		12
18. No Liability or Allowance for Repairs.		15
19. Legal Requirements.		15
20. Indemnity.		16
21. Covenant to Insure.		18
22. Right of Landlord to Enter Premises.		19
23. Building Name.		19

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24. Inability to Perform.	20
25. Assignment and Subletting.	20
26. Subordination and Attornment.	22
27. Bankruptcy.	22
28. Events of Default, Remedies, Damages.	23
29. Surrender Upon Termination.	26
30. Casualty not Attributable to Tenant.	27
31. Condemnation.	28
32. No Representation By Landlord.	28
33. Relocation.	29
34. Successors in Interest.	29
35. Release of Landlord.	29
36. Notices and Payments.	29
37. Rules and Regulations.	29
38. No representations or Modifications.	30
39. Totality of Agreement.	30
40. Estoppel Certificate.	31
41. Broker.	31

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MASTER LEASE AGREEMENT

This MASTER LEASE AGREEMENT, between Landlord and Tenant, entered into on the date indicated in the Memorandum of Lease.

1. Master Lease Agreement.

The Memorandum of Lease and any RIDERS signed by Landlord and Tenant are attached to and made a part of this Master Lease Agreement. The Memorandum of Lease and the applicable RIDER shall be construed in light of this Master Lease Agreement but in case of conflict, the Memorandum or the RIDER corresponding to particular Lease Premises will take precedence.

2. Definitions.

The terms defined in the Memorandum of Lease and any RIDER hereto are incorporated into this Master Lease Agreement. The following additional terms shall have the meaning stated in this section and in other parts of this agreement, as applicable.

a. Alterations – shall include all installations, changes, modifications, restorations, renovations, decorations, replacements, additions, improvements and betterments (such as removal or installation of partitions, doors, electrical installations, plumbing installations, water coolers, heating, ventilating and air conditioning or cooling systems, units or parts thereof or other apparatus of like or other nature) made in or to the Leased Premises or the Building whether structural or non-structural, The term “Structural Alterations” shall include any Alterations involving or affecting: (i) the exterior, roof or foundation of the Building, (ii) any supporting members or structural elements of the Building, (iii) any Building Systems outside (or serving parts of the Building outside) of the Leased Premises, or (iv) any Common Areas of the Building.

b. Additional Rent – shall include the Tenant’s Proportionate Share of the expenses incurred by Landlord in the operation and management of the Building, taxes and insurance and which Tenant shall pay to Landlord in addition to the Basic Rent. It shall also include all other charges that Tenant is bound to pay to Landlord pursuant to this Master Lease Agreement.

c. Basic Rent – shall mean the amount of Annual Basic Rent expressed in monthly terms agreed to between Landlord and Tenant, and stated in the Memorandum of Lease, for the use of the Leased Premises herein described.

d. Building – shall mean and include the structure and other improvements constructed or as may in the future be constructed in the Common Areas, on the Land, and related plazas (if any) curbs, sidewalks and appurtenances known by the address or Building Name stated in the Memorandum of Lease.

e. Building Rules – shall mean all those rules and regulations for the operation of the Building as may be adopted, changed or modified from time to time by Landlord.

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f. Building Systems – shall mean and include ventilating and air conditioning systems, elevators, water, sewerage, toilet, plumbing, sprinkler, electric, wiring and mechanical systems, now or hereafter installed in the Building, and the fixtures, equipment and appurtenances thereof, and all other mechanical devices, fixtures, equipment, appurtenances and systems installed by Landlord in the Building.

g. Business Days – shall mean all days other than Saturdays, Sundays and Holidays. The term “Holidays” shall be deemed to mean all federal, state, municipal and bank holidays.

h. Common Areas – shall mean all areas and facilities in and about the Building which are provided and designated from time to time by Landlord for the general non-exclusive use and convenience of tenants, their employees, invitees, licensees, and visitors in general, including such portions of the halls, stairs, lobbies, elevators, street entrances and other public portions of the Building as may be necessary for access to the Leased Premises.

i. Electricity Charge – shall mean the determination made by Landlord of the value of the electrical energy consumed by Tenant computed at the rate charged by the public utility company for the Building or, at Landlord’s option, at a rate equivalent to Landlord’s average costs for such electric energy, plus any administrative costs of Landlord.

j. Full Rent or Rent – shall mean the Basic Rent, Additional Rent, Late Charges and any and all other sums payable by Tenant to Landlord as provided in this Agreement.

k. Insurance Premiums – shall mean any and all premiums and costs paid or payable by Landlord or Tenant for fire, earthquake, windstorm and extended coverage, property casualty insurance covering the Building, elevators, machinery, equipment, air conditioning system, and any other machinery and equipment, public liability, rent insurance, and any other insurance coverage which Landlord in its reasonable judgment considers necessary or convenient to maintain the Building or the Leased Premises adequately insured.

l. Landlord Furnished Services – shall mean those services listed in Attachment B of the corresponding Rider.

m. Legal Requirements – shall mean and include all laws, orders, ordinances, directions, notices, rules and regulations of the federal government and of the Commonwealth of Puerto Rico or its municipalities, and of any division, agency, subdivision, bureau, office, commission, board, authority and department thereof, and of any public officer or official and of any quasi-governmental officials and authorities having or asserting jurisdiction over the Land, Building and/or the Premises.

n. Operating and Maintenance Expenses – shall mean any and all expenses incurred by Landlord in connection with the operation and administration of the Building, including all costs and expenses paid or incurred by Landlord or on Landlord’s behalf whether supplied by Landlord or by another person or entity in connection with the ownership, management, repair, maintenance, replacement, restoration or operation of the Building, the Land and any plazas, sidewalks, curbs and appurtenances thereto and all expenses incurred as a result of Landlord’s compliance with any of its obligations hereunder. Operating and Maintenance Expenses shall include, but not limited to, (i) salaries, wages, medical, surgical, and general welfare benefits

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(including group life insurance) and pension payments of employees of Landlord engaged in the direct operation and maintenance of the Building; (ii) payroll taxes, workmen’s compensation, uniforms, and dry cleaning for the employees referred to in subdivision (i) above; (iii) the cost of all charges for steam, heat, ventilation, air conditioning, and water and sewage services furnished to the Building (including common areas thereof), together with any taxes on any such utilities; (iv) the cost of all charges for rent, casualty, war risk (if obtainable from the United States Government), and liability insurance; (v) the cost of all Building and cleaning supplies and charges for telephone for the Building; (vi) the cost of all charges for management, window cleaning, and service contracts with independent contractors for all the areas of the Building; (vii) the cost of all charges for electricity (including any taxes thereon) furnished to common areas of the Building; (viii) the cost of all guard and security services for the Building; (ix) the cost of all charges for pest, vermin and termite control, garbage and trash removal and such like services for and from the Building; (x) the cost of compliance with all applicable laws and regulations including without limitation, hazardous wastes and environmental laws, fire protection and safety regulations, security, and the like; and (xi) the cost of installation and implementation of any energy saving equipment, device or technique or of any equipment, device or technique which is intended to lower the cost of Operating Expenses for the Building.

o. Permitted Use – shall be the purpose for which the Tenant is authorized to use the leased property as stated in the Memorandum of Lease, but subject to the provisions of this agreement, including the compliance with all Legal Requirements.

p. Ready for Occupancy – the Premises shall be considered ready for occupancy when all construction, installation and other initial work required to be done by Landlord, if any, shall have been substantially complete, as determined by Landlord.

q. Taxes – shall mean (whether represented by one or more bills) the total amount of all real estate taxes, assessments, special assessments, or any other governmental charge, general or special, ordinary or extraordinary, foreseen as well as unforeseen, of any and every kind or nature whatsoever, which are or may be levied, assessed or imposed upon the Land, the Building and/or any machinery, equipment or improvement affixed therein.

r. Tenant’s Proportionate Share – shall mean Tenants Proportionate Share of Operating and Maintenance Expenses as provided in this agreement.

s. Water Charge – shall mean the determination made by Landlord of the value of the water and sewage used by Tenant computed at the rate charged by the public utility company for the Building or, at Landlord’s option, at a rate equivalent to Landlord’s average costs for such water and sewage, plus any administrative costs of Landlord.

3. Leased Premises.

a. Landlord hereby leases to Tenant, and Tenant hereby hires form Landlord, the Leased Premises, together with the right to use, the Common Areas, for the Term and for the Basic Rent and Additional Rent herein reserved, and subject to all of the covenants, agreements, terms, conditions, limitations, reservations and provisions hereinafter set forth. Landlord represents the Leased Premises are currently free and clear of tenants and occupants. Landlord shall deliver the Leased Premises to Tenant in an “as is” condition”, but broom clean.

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By occupying the Leased Premises, Tenant acknowledges that it has had full opportunity to examine the Building, including the Leased Premises, and is fully informed, independently of Landlord, as to the character, construction and structure of the Building and of the Premises. It is agreed that by occupying the Premises, Tenant formally accepts the same and acknowledges that Landlord has complied with all requirements imposed upon it under the terms of this Lease. This Lease does not grant any right to light or air over or about the Premises or Building. Tenant shall, within the date set forth in the Memorandum of Lease as the Commencement Date, take possession of the Lease Premises. The Leased Premises are those described in the See Space Plan incorporated as Attachment A of the corresponding RIDER.

4. Permitted Use.

a. Tenant shall use and occupy the Leased Premises only for the Permitted use stated in the Memorandum of Lease or corresponding RIDER as the case may be.

b. Unless otherwise provided in a RIDER, Tenant specifically agrees not to use or permit any other person to use the Leased Premises as a kitchen, restaurant or cafeteria (other than by, pantry area or kitchen for the personal use of Tenant’s employees and guests); or for manufacturing, storage, shipping or receiving (except for supplies and stock for, and other activities ancillary to, Tenant’s own business); for any retail sales or as a store; or for any purpose other than the Permitted use.

c. Tenant shall not place a load upon any floor of the Leased Premises exceeding the lesser of the floor load per square foot area which it was designed to carry or that which is allowed by law. Pursuant to the above, Landlord agrees to provide Tenant with a list of the possible alternatives for the safe location of all safes, business machines and mechanical equipment to be located at the Leased Premises, and Tenant agrees not to place any of the aforementioned equipment in a location other than any of the alternatives suggested by Landlord. Such installations shall be placed and maintained at Tenant’s expense, in settings sufficient, in Landlord’s reasonable judgment, to absorb and prevent vibration, noise, and annoyance.

d. Tenant acknowledges that Landlord will suffer irreparable injury in the event of a breach of any of the covenants it makes in this section and agrees that, in the event of such breach, Landlord shall be entitled, in addition to any other remedies, to an injunction to restrain the violation thereof. Breach of Tenant’s covenants under this section (after notice and the expiration of the applicable cure period) shall also constitute an Event of Default.

5. Common Areas.

a. Tenant shall have non exclusive use of the Common Areas, in common with others, subject to the terms and conditions of this Master Lease Agreement, the applicable RIDER and to the Rules and Regulations.

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b. The Common Areas shall be subject to the exclusive control and management of Landlord, and Landlord may at any time redesign, redesignate, change, use or temporarily close any Common Areas to make repairs or changes, and may do such other acts in and to the Common Areas as in its judgment may be desirable. Tenant, its licensees, employees, agents, clients and invitees shall not interfere with the rights of Landlord or other tenants or invitees to use any part of the Common Areas.

6. Commencement and Termination Dates.

a. The Term of this Lease shall commerce on the date (the “Commencement Date”) that Premises are Ready for Occupancy, or as stated in the Memorandum of Lease or any RIDER hereof and shall be in effect for the number of years stated in the corresponding RIDER as Initial Term.

b. This Lease shall end at noon of the calendar day immediately preceding the end of the Initial Term or shall end on such earlier date upon which such Term may be canceled or terminated pursuant to the provisions of the Lease or by law (the “Termination Date”).

c. If Landlord is unable to give possession of the Leased Premises on the Commencement Date, Landlord shall not be subject to any liability for the failure to give possession. Furthermore such failure to give possession shall not affect the validity of this Lease or the obligations of Tenant hereunder or be deemed to extend the Term. However, the rent reserved and covenanted to be paid hereunder shall not commence until possession of the Leased Premises shall be given or shall be made available for Tenant’s occupancy.

7. Renewal Options.

a. If Tenant has an option to extend the Initial Term of this Lease under the provisions of the corresponding RIDER (the “Renewal Option”) the Renewal Term will commence at noon on the original Termination Date and will expire at noon on the Renewal Term anniversary of the original Termination Date or such earlier date upon which this Lease may be terminated as herein provided (and as such, will constitute the Termination Date).

b. The Renewal Option may be exercised only by Tenant giving Landlord written notice (the “Renewal Notice”) of its intention to renew this Lease pursuant to this Section not later than 60 days prior to the original Termination Date. Such Renewal Notice shall be deemed properly given only if, on the exercise date and at all times thereafter: (i) this Lease shall not have been previously terminated or canceled, (ii) Tenant shall occupy at least seventy-five (75%) percent of the Leased Premises, and (iii) Tenant is not in breach or default of any of its obligations under this lease (beyond notice and the expiration of any applicable cure period provided in this Lease).

c. If Tenant exercises the Renewal Option pursuant to the provisions herein, then this Lease shall be extended for the Renewal Term upon the terms, covenants and conditions contained in this Lease, except that during the Renewal Term, the Rent shall be as provided in the corresponding RIDER or as agreed to by the parties.

The right of renewal granted pursuant to this Article shall be deemed a personal right limited to Tenant or a Related Corporation.

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8. Payment of Rent; Late Charges.

a. Beginning on the Commencement Date and during the entire Term (which includes any applicable Renewal Term) Tenant shall pay to Landlord the Annual Basic Rent and the Annual Additional Rent in equal monthly installments, in advance, on the first day of each calendar month during the Term of the Lease, at the office of Landlord or such other place as Landlord may designate, without any abatement, reduction, setoff, counterclaim, defense or deduction whatsoever, except as otherwise expressly provided elsewhere in this Lease.

b. Additional Rent, Tenant’s Proportionate Share of Operating and Maintenance Expenses and all charges, payments and expenses shall be deemed part of the Rent. In the event that Tenant fails to timely pay such Rent, Landlord shall have all of the rights and remedies with respect thereto as are provided for herein or by applicable law in the case of non-payment of Basic Rent.

c. Tenant covenants to pay the Rent as provided herein when due and without notice or demand, in lawful money of the United States.

d. If any installment of Rent is not be paid within fourteen (14) calendar days after such installment of Rent shall have first become due, Tenant shall also pay to Landlord a Late Charge at the rate stated in the Memorandum of Lease thereon from the due date until such installment of is fully paid. Such Late Charge shall be due and payable as part of the Rent with the next monthly installment of Basic Rent. Upon default in payment by Tenant of the aforementioned Late Charge (after notice and the expiration of the applicable cure period), Landlord shall have all the rights and remedies provided for upon default of the Basic Rent. Any Late Charge payable by Tenant pursuant to this Lease shall be calculated from the day such expenditure is made or obligation is incurred until the date when such payment is finally and completely paid by Tenant to Landlord.

e. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent stipulated in this agreement shall be deemed to be other than on account of the earliest stipulated Basic Rent or Additional Rent and then to other items of Rent due, nor shall endorsement or statement on any check or in any letter accompanying any check or payment prejudice Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease, at law or in equity. Payment will first be applied towards the unpaid rent and then to interest until paid in full.

9. Security Deposit.

a. If so stated in the Corresponding RIDER, Tenant shall deposit with Landlord at the time of the execution of this Master Lease Agreement or the RIDER, as the case may be, the Security Deposit to insure the faithful performance and observance by Tenant of the terms and conditions of this Master Lease Agreement. Landlord may, but shall not be required to, use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of the whole or any part of the Full Rent, or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default of any of the terms and conditions of this Master Lease Agreement, including the repair of damages caused by Tenant to the property.

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b. In the event that Landlord should apply any part of the Security Deposit to cure any default of Tenant, Tenant shall upon demand deposit with Landlord the amount so applied so that Landlord shall have the full Security Deposit on hand at all times during the Lease Term.

c. In the event that Tenant shall fully and faithfully comply with all of the terms and conditions of this Master Lease Agreement, the balance of the Security Deposit shall be returned to Tenant, without interest, after the Termination Date and after delivery to and acceptance of the Premises by Landlord.

d. In the event of a sale of the land or the Building, or leasing of the Building, Landlord shall have the right to transfer the Security Deposit to the vendee or lessee and Landlord shall thereupon be released from all liability for the return of the Security Deposit. In such event, Tenant shall look solely to the new landlord for the return of the Security Deposit. Tenant shall not assign or encumber the Security Deposit, and neither Landlord nor its successors or assigns shall be bound by any such assignment or encumbrance.

10. Landlord Furnished Services.

a. If Tenant is not in default (after notice and the expiration of the applicable cure period) with respect to any of Tenant’s covenants and obligations of this Lease, Landlord shall provide the services stated in the Attachment B of the corresponding RIDER.

b. Landlord reserves the right to stop the furnishing of the Building Services and to stop service of the Building Systems, when necessary, by reason of accident, or emergency, or for Repairs and Alterations in the good faith business judgment of Landlord desirable or necessary to be made, until said Repairs and Alterations shall have been completed; and Landlord shall have no responsibility or liability for failure to supply water, elevator, plumbing, electric or other services during said period or when prevented from so doing by strikes, lockouts, difficulty of obtaining materials, accidents or by any cause beyond Landlord’s reasonable control, or by Legal Requirements or failure of electricity, water, or inability by exercise of reasonable diligence to obtain such services. No diminution or abatement of rent or other compensation shall or will be claimed by Tenant, nor shall this lease or any of the obligations of Tenant be affected or reduced, by reason of such interruption, curtailment or suspension, nor shall the same constitute an actual or constructive eviction.

c. Tenant shall, at Tenant’s own cost and expense, abide by all requirements which Landlord may reasonably prescribe for the proper protection and functioning of the Building Systems and the furnishing of the Building Services; provided that Landlord agrees not to enforce such requirements against Tenant in a discriminatory manner. Tenant also shall cooperate with Landlord in any energy or water conservation effort.

11. Tenant’s Share of Operating and Maintenance Expenses.

a. Tenant shall pay to Landlord as Rent, in the manner hereinafter set forth, Tenant’s Proportionate Share of the Operating Expenses of the Building.

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b. Notwithstanding anything to the contrary hereinabove or anywhere else in this section, (i) Operating Expense items charged herein may be prorated with but shall not be duplicated in another Operating Expense classification, nor again charged to Tenant as another type of expense or cost, it being the intent that Operating Expenses be accounted for only once; and (ii) no cost reimbursed to the Landlord by a tenant other than as an Operating Expense or incurred by Landlord for the benefit of a specific tenant shall be deemed an Operating Expense nor included in the computation thereof.

c. “Tenant’s Proportionate Share” shall mean a fraction of which the numerator is the rentable square foot area of the leased Premises and the denominator is the total rentable square foot area of the Building.

d. Landlord shall, at the moment of execution of this Master Lease Agreement or the corresponding RIDER, and thereafter by the thirty first (31st) day of March of each subsequent Lease Year during the term of the corresponding Lease, deliver to Tenant a written Statement of the Operating Expenses projected for the coming Lease Year and Tenant’s Proportionate Share thereof adjusted in accordance with any changes on the formula provided in the aforementioned paragraph. Tenant’s projected Proportionate Share of the Operating Expenses so notified by Landlord shall be paid by Tenant to Landlord in equal monthly installments, in advance, on the first day of each month during the term of the Lease. Thereafter at the end of each Lease Year during the Term of the corresponding Lease, Landlord shall furnish to Tenant a written detailed Statement of the Operating Expenses actually incurred for such Lease Year and will at such time note and effect in such Statement the corresponding adjustment on the Additional Rent paid by Tenant to Landlord in the preceding Lease Year as follows: (1) If the Statement of Operating Expenses indicates that Tenant’s projected Proportionate Share was less than the actual Tenant’s Proportionate Share for the said preceding Lease Year, then Tenant shall pay Landlord such shortfall within fifteen (15) days from the date of receipt of the said Statement. (2) If the Statement of Operating Expenses indicates that Tenant’s projected Proportionate Share exceeded Tenant’s Proportionate Share, Landlord shall forthwith, at its option, either (i) pay the amount of the excess directly to Tenant concurrently with such notice or (ii) credit to Tenant the amount of such excess against the subsequent payment of rent due hereunder.

e. Every statement given by Landlord pursuant to this Article shall be prepared by Landlord’s independent public accountant and shall be conclusive and binding upon Tenant unless (1) within ten (10) days after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof, specifying the particular respects in which the statement is claimed to be incorrect, and (2) if such dispute shall not have been settled by agreement, Tenant shall submit the dispute to arbitration by a recognized national accounting firm within sixty (60) days after receipt of the statement. Notwithstanding that such dispute is pending determination by agreement or arbitration, Tenant shall as aforesaid within fifteen (15) days after receipt of such statement, pay additional rent in accordance with Landlord’s statement, such payment to be without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, Landlord shall forthwith pay Tenant the amount of Tenant’s overpayment of rents resulting from compliance with Landlord’s statement. Landlord, for the purpose of allowing Tenant to verify the Operational Expenses incurred by Landlord, and upon a five (5) days prior written request by Tenant, agrees to grant Tenant reasonable access to those books and records kept by Landlord containing said information. All costs associated with the dispute shall be paid by the non-prevailing party provided that in the case of Landlord and for these specific purposes, the Statement of Operating Expenses shall be deemed in error only if the error in computation of Operating Expenses for the then Lease Year in dispute shall be in excess of five percent (5%).

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f. Payments by Tenant of its Proportionate Share of the Operating Expenses shall be made pursuant to this section notwithstanding that a statement is furnished to Tenant after the expiration of the term of this Lease.

g. If a portion(s) of the corresponding Building (but not the entire Building) is sold, transferred or conveyed, Tenant’s Share will be changed to that percentage which shall be equal to a fraction, the numerator of which shall be the square feet of Rentable Area of Premises, and the denominator of which shall be the aggregate rentable square feet of office space of Premises in that portion of the Building owned by Landlord at such time (and form time to time), as reasonably determined by Landlord’s architect.

12. Tenant’s Property Taxes.

If leasehold improvements made by or at the request of Tenant, or other personal property of Tenant is or becomes assessable or taxable and a tax liability is imposed on Tenant or Landlord with respect thereof, Tenant shall be solely responsible for the payment of such taxes and in no event shall such taxes be the liability of or be transferable to Landlord. In the event that by operation of law, such taxes become a liability of Landlord, Landlord may pay such taxes as they become due and payable and Tenant shall upon demand reimburse Landlord for all payments or expenses incurred or disbursed by Landlord by reason of any such assessment.

13. Tenant’s Share of Real Estate Taxes.

a. Tenant shall reimburse Landlord, as Rent upon demand, an amount equal to the product obtained by multiplying the Real Estate Taxes on the Building by Tenant’s Occupancy Percentage determined as of the date such Real Estate Taxes are billed by Landlord to Tenant.

b. Tenant shall pay, before delinquency all property taxes and assessments payable by Tenant on the furniture, fixtures, equipment and other property of Tenant at any time situated on or installed in the Leased Premises, and on additions and improvements in the Leased Premises made or installed by Tenant subsequent to the Commencement Date, if any. If at any time during the Term any of the foregoing are assessed as a part of the real property of which the Leased Premises are a part, Tenant shall pay to Landlord upon demand the amount of such additional taxes as may be levied against said real property by reason thereof.

14. Electricity and Water Charge; Excessive consumption.

a. Concurrent with the payment of Basic Rent, Tenant shall reimburse to Landlord the Electricity and Water Charges to cover the expense of electric power and water used by Tenant as provided in the Corresponding Rider. The Electricity and Water Charges may be revised by Landlord at any time if changes occur in public utility company rates or charges of any kind or in Tenant’s consumption or demand. Any increase or decrease in the rate shall be effective as to Tenant on the same date it is effective as to Landlord.

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b. If Landlord installs an electricity or water meter or meters or other means to measure Tenant’s consumption, Tenant agrees to pay for the cost of the meter or meters and the installation thereof, and to pay for the maintenance of said meter equipment and/or to pay Landlord’s cost of other means of measuring such consumption by Tenant. Tenant shall reimburse Landlord for the cost of all water or electricity consumed as measured by said meter or meters or as otherwise measured, including sewer rents, as additional rent, within ten (10) business days after bills therefore are rendered or Tenant pays directly and Landlord not responsible.

c. Landlord shall not be liable to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of electrical service shall be changed or shall no longer be available or suitable for Tenant’s requirements, unless and to the extent that they have been caused by the gross negligence or willful misconduct of Landlord (but in no event shall Landlord be liable to Tenant for any consequential damages). At Landlord’s election, Landlord shall furnish and install all replacement lighting tubes, lamps, bulbs and ballasts required in the Leased Premises, and Tenant shall pay to Landlord or Landlord’s designated contractor upon demand the then established reasonable charges of Landlord or said contractor, as the case may be.

15. Maintenance and Repairs by Landlord.

a. Landlord shall maintain and repair the Building, its fixtures, equipment and appurtenances, and make all structural repairs it deems reasonably necessary or convenient.

b. Landlord reserves the right to make such repairs, Alterations, additions or improvements in or to any portion of the Building and the fixtures and equipment thereof as it may deem necessary or convenient and, for such purpose, to use the Premises, the Common Areas, street entrances, halls, stairs, elevators and other areas and equipment of the Building, provided that there be no unnecessary obstruction of Tenant’s right to enjoyment of the Premises, and Tenant shall make no claim for compensation or damages against Landlord by reason of inconvenience or annoyance arising therefrom.

c. Landlord shall have no obligation to employ contractors or labor at overtime or premium rates or to incur any other overtime costs or expenses in connection with the performance of such Repairs and Alterations, except that in the event of an emergency which is an imminent threat to life or property, Landlord shall cause such Repairs and Alterations to be performed as quickly as shall be practicable.

d. Landlord reserves the right at any time and from time to time (without thereby creating an actual or constructive eviction or incurring any liability to Tenant therefore) to place such structures and to make such relocations, Alterations, repairs, maintenance and replacements on the Land and in or to the Building (including the Leased Premises) and the Building Systems, and the operation of the Building Systems, as well as in or to the Common Areas and other parts thereof, and to erect, maintain and use pipes, ducts and conduits in and through the Leased Premises, all as Landlord may reasonably in its good faith business judgment deem necessary or desirable. However, Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s use and occupancy of the Leased Premises or access thereto arising from the making of such repairs maintenance and Alterations.

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16. Maintenance and Repairs by Tenant.

a. Tenant shall take good care of the Leased Premises and the fixtures, glass, appurtenances and equipment therein (including, if and to the extent installed by Tenant or by any Persons Within Tenant’s Control, all horizontal portions of the Building Systems that are located within the Leased Premises, and expressly including any sprinkler loop and distribution pipes and heads and any private bathrooms in or appurtenant to the Leased Premises), and at Tenant’s sole cost and expense shall make all repairs as and when needed to preserve them in good working order and condition, whether or not such repairs are ordinary or extraordinary, or foreseen or unforeseen at this time, and whether or not such repairs pertain to improvements in the Leased Premises furnished or installed by Landlord, but excluding repairs to the rough floor, the rough ceiling, exterior walls or load-bearing columns, unless otherwise required,

b. All damage or injury to the Leased Premises, or to the Building or the Building Systems outside of the Leased Premises, caused by or arising from acts or omissions of Tenant, or of Persons Within Tenant’s Control, including those which are structural, extraordinary and unforeseen, shall be promptly repaired, restored or replaced by Tenant, at Tenant’s own cost and expense.

c. All Repairs shall be in quality and class equal to or better than the original work or installations, and shall be performed in good and workmanlike manner, using Building standard or higher quality materials. Tenant shall, at Tenant’s sole cost and expense, make all Repairs to the A/C Unit and any and all horizontal pipes utilized in connection therewith.

d. Tenant shall maintain the Leased Premises and the areas appurtenant thereto (including any permitted signs or cameras located in the Leased Premises or in any appurtenant areas) in a clean and orderly condition that is consistent with the use and appearance of the Building. If Tenant fails to so maintain the Leased Premises or appurtenant areas to the reasonable satisfaction of Landlord, then Landlord shall have the right, ten (10) days after notice from Landlord to Tenant and at Tenant’s sole cost and expense, to enter into the Leased Premises and such appurtenant areas for the express purpose of rectifying the condition thereof and restoring the Leased Premises and such appurtenant areas to the condition and appearance required hereunder. Tenant shall not clean, or permit, suffer or allow to be cleaned, any windows in the Leased Premises from the outside.

e. In any case where Tenant shall be required to make repairs or perform any work pursuant to this Section and such repairs or work shall affect the Building Systems or areas outside of the Leased Premises, Landlord may, in Landlord’s reasonable discretion, elect to make such repairs or to perform such work for and on behalf of Tenant, but at Tenant’s reasonable and actual cost of such repairs and/or work within ten (10) days after Landlord shall furnish a statement to Tenant of the amount thereof.

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f. Tenant shall immediately give Landlord written notice of any damage or injury to the Premises, or any defective condition in any plumbing, air conditioning system or electrical lines located in, servicing or passing through the Leased Premises.

17. Alterations; Liens; Tenant’s Property.

a. Except as expressly set forth in this Section, Tenant shall make no Alterations in or to the Leased Premises without Landlord’s prior written consent and then only by contractors or mechanics approved in writing by Landlord (which approval Landlord agrees not to unreasonably withhold or unduly delay).

b. Landlord shall not arbitrarily withhold or unduly delay consent to Structural Alterations proposed by Tenant, provided that Tenant shall comply with the requirements of this section.

c. All Alterations: (i) shall be made at Tenant’s own cost and expense and at such times and in such manner as Landlord may from time to time designate (including rules governing Alterations as Landlord may from time to time make, (ii) shall comply with all Legal Requirements (iii) shall be made promptly and in a good and workmanlike manner using Building standard or higher quality materials, and (iv) shall not affect the appearance of the Building or be visible from the exterior of the Building, it being Landlord’s intention to keep the exterior appearance of the Building reasonably uniform (and, in pursuance thereof, Landlord shall have the right to approve the appearance of all such Alterations, including ceiling heights, blinds, lighting, signs and other decorations).

d. In order to ensure, maintain and control the quality and standards of materials and workmanship in the effective security of the Building, including the Leased Premises, Tenant acknowledges that it is reasonable to require Tenant, and Tenant hereby covenants and agrees, to use only contractors approved in writing by Landlord (which approval Landlords agrees not to unreasonably withhold or unduly delay with respect to contractors or mechanics performing non-structural Alterations). Landlord will provide Tenant a list of approved contractors and mechanics (“Approved Contractors”). Landlord expressly reserves the right to exclude form the Building any person, firm or corporation attempting to perform any work or act as construction contractor or manager without Landlord’s prior written consent.

e. In cases of Structural Alterations, if Landlord so requires, Tenant agrees to pay to Landlord as a supervisory fee an amount equal to five (5%) percent of the cost of such Structural Alterations to be performed by Tenant or by Persons Within Tenant’s Control. Such supervisory fee shall be paid by Tenant to Landlord within twenty (20) days following completion of such Alterations.

f. Prior to commencing the performance of any Alterations, Tenant shall furnish to Landlord: (i) Plans and specifications (to be prepared by a licensed architect or engineer engaged by Tenant, at its sole cost and expense), in sufficient detail to be accepted for filing with appropriate governmental agencies. Tenant shall not commence the performance thereof unless and until Landlord has give written consent to said plans and specifications: (ii) A certificate evidencing that Tenant (or Tenant’s contractors) has (have) procured and paid for worker’s

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compensation insurance as required by law covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord, Tenant, the Land and/or the Building; (iii) Such additional personal injury and property damage insurance (over and above the insurance required to be carried by Tenant pursuant to the provisions below), and builder’s risk, fire and other casualty insurance as Landlord may reasonably require in connection with the work to be done for Tenant, provided that the same is commercially reasonable and consistent with that required by landlords of comparable buildings;

g. If Landlord so requests, a surety company performance bond in form and substance satisfactory to Landlord (procured at Tenant’s own cost and expense), issued by a surety company acceptable to Landlord, or other security satisfactory to Landlord, in an amount equal to at least one hundred twenty (120%) percent of the estimated cost of such Alterations, guaranteeing to Landlord, and any Mortgagee the completion thereof and payment therefore within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, and in accordance with the plans and specifications approved by Landlord.

h. Tenant shall not file any plans, specifications or applications with any governmental authority without first obtaining Landlord’s written consent thereto (which consent shall not be unreasonably withheld or unduly delayed).

i. Before making any Alterations, Tenant will obtain at its expense, all permits, approvals and certificates required by any governmental body and, upon completion, Tenant shall obtain the corresponding use permit and promptly deliver duplicates of all such permits, approvals and certificates to Landlord. Landlord shall have, at its option, the right to enter the Premises to inspect and to insure that the work is being or has been performed in compliance with the plans and specifications required by Landlord.

j. In the event that Landlord submits the plans and specifications referred to above to Landlord’s architects and/or engineers for review, Tenant shall reimburse Landlord as additional rent for Landlord’s reasonable, actual out-of-pocket expenses incurred with respect to review by bona fide third parties in connection with such review within ten (10) days after written notice to Tenant of the amount of such expense.

k. Tenant shall keep accurate and complete cost records of all Alterations and shall furnish to Landlord true copies of all contracts entered into and work orders issued within thirty (30) days following Landlord’s request therefore.

l. Landlord’s review of, consent, and/or any failure by Landlord to object to, any such plans or specifications, contract or work order shall not: (i) be construed as an approval by Landlord of such contract or work order or the contests thereof, (ii) impose any liability on Landlord in connection therewith, (iii) relieve Tenant of any of its obligations with respect to such Alterations or the Leased Premises as otherwise set forth in this Lease (iv) be deemed a representation of any kind that the same conform to the applicable Legal Requirements.

m. Tenant shall not create or permit to be created any lien, encumbrance or charge upon the Land or Building or any part thereof or the income there from. Tenant shall take all steps necessary under local laws to prevent the imposition of such a lien, encumbrance or charge on the Land or Building.

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n. Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of labor or materials for the specific Alteration to or repair of the Leased Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services of the furnishing of any materials that would give rise to the filing of any lien against the Land, Building, Leased Premises or any part thereof. Landlord shall not be liable for any work performed or to be performed at the Leased Premises for Tenant or any subtenant, or for any materials furnished or to be furnished at the Leased Premises for Tenant or any subtenant, upon credit, and that no lien for such work or materials shall attach to or affect the interest of Landlord in and to the Land, Building or Leased Premises.

o. Tenant shall be liable to Landlord or to any other person for any failure or diminution of any Building Systems or Services, caused by Alterations or repairs made by Tenant or by Persons Within Tenant’s Control, notwithstanding Landlord’s consent thereto or to the plans and specifications therefore. Tenant shall promptly correct any faulty or improper Alteration or repairs made by Tenant or by Persons within Tenant’s Control, and shall repair any and all damage caused thereby. If Tenant fails to make such corrections and repairs within thirty (30) days notice from Landlord to Tenant (except in an emergency, in which case no notice shall be required), Landlord may make such corrections and repairs and charge Tenant for the reasonable and actual cost thereof. Such charge shall be deemed Additional Rent, and shall be paid by Tenant to Landlord within ten (10) days after written bill to Tenant for the amount thereof.

p. All movable property, furniture, furnishing and trade fixtures furnished by or at the expense of Tenant, other than those affixed to the Leased Premises so that they cannot be removed without damage, and other than those replacing an item theretofore furnished and paid for the Landlord or for which Tenant has received a credit or allowance, shall remain the property of Tenant, and may be removed by Tenant from time to time prior to the expiration of the Term specifying any such items of property which Tenant does not wish to remove.

q. All Alterations made by either party which are affixed to the Leased Premises and the A/C Units and all associated equipment (collectively, the “A/C Work”) shall become the property of Landlord and shall be surrendered with the Leased Premises at the end of the Term. Notwithstanding the foregoing, Landlord may elect to require Tenant to remove “Specialty Alterations” (as such term is defined below), and restore the relevant portions of the Leased Premises, at Tenant’s expense.

r. In any case where Tenant removes any property or Alterations in, Tenant shall immediately repair all material damage caused by said removal and shall restore the affected portion of the Leased Premises to good order and condition at Tenant’s expense. If Tenant fails to do so, Landlord may do so at Tenant’s cost and Tenant shall reimburse Landlord for such reasonable and actual costs within ten (10) business days following delivery of a bill therefore to Tenant.

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s. Landlord reserves the right to require Tenant to remove any such Alterations, by notice to Tenant at any time but not later than thirty (30) calendar days after the Termination Date or earlier termination of this Master Lease Agreement. In such event, Tenant, at Tenant’s sole cost and expense, shall remove the items so specified on or before the date specified by Landlord, and shall restore the Premises to their original condition, reasonable wear excepted.

t. Any items of property or Alterations not removed by Tenant may, at the election of Landlord, be deemed to have been abandoned by Tenant, and Landlord may retain and dispose of said items without Landlord incurring any liability to Tenant and without accounting of tenant for the proceeds thereof. However, Tenant will be liable for the cost of such disposal.

u. Within 15 days after completion of construction work, Tenant shall provide Landlord with (1) a copy of all permits, including use permits, if applicable, (2) additional insurance, if required by Landlord; (3) guarantees and warranties of all equipment attached to the Leased Premises; (4) certifications of completion from architects and/or engineers and licensed electricians and plumbers.

v. The provisions of this Section shall survive the expiration or sooner termination of the Term, whereupon any and all monetary obligations of Tenant pursuant thereto shall be deemed damages recoverable by Landlord,

18. No Liability or Allowance for Repairs.

Except as may otherwise specifically provided for in this Master Lease Agreement, Landlord shall be not make any allowance to Tenant or diminution of Full Rent and Landlord shall not be liable by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making or failing to make any repairs or Alterations, in or to the Building or the Leased Premises or in and to the fixtures, appurtenances or equipment thereof.

19. Legal Requirements.

a. Tenant, at its sole cost and expense, shall at all times timely comply with all present and future Legal Requirements with respect to the Leased Premises, whether or not arising out of Tenant’s use or manner of use thereof, or with respect to the Building if arising out of Tenant’s use or manner of use of the Leased Premises or the Building including the use permitted under this Master Lease Agreement.

b. Tenant shall not do, and shall not permit Persons Within Tenant’s Control to do, any act or thing in or upon the Leased Premises or the Building which will violate any Legal Requirements. Tenant shall, at Tenant’s cost and expense, comply with all Legal Requirements whether now in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof.

c. Tenant shall be responsible for the cost of all present and future compliance with The Americans with Disabilities Act of 1990, Public Law 101-336, 42 U.S.C. § 12101 et seq, (herein called the “Disabilities Act”) in respect of the Leased Premises, except to the extent that it would require Tenant to make any Structural Alterations within the Leased Premises (i.e., alterations to the slab, support columns and facade) or to make any modifications to Building Systems located within the Leased Premises.

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d. Tenant shall only be obligated to comply with the performance of any Legal Requirements requiring any Structural Alteration of the Leased Premises or any modification to the Building Systems located within the Leased Premises if such Alteration or modification to the Building Systems shall be required by reason of a condition which has been created by, or at the instance of, Tenant or Persons Within Tenants Control or a breach of any of Tenant’s covenants and agreements hereunder.

e. Tenant may, after securing Landlord to Landlord’s satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorneys’ fees, contest and appeal any such laws, ordinances, orders, rules, regulations or requirements provided that Tenant files such contest or appeal with reasonable promptness and, should the outcome of the appeal be unfavorable to Tenant, it may be remedied monetarily and shall not subject Landlord to prosecution for a criminal offense, constitute a default under any agreement or mortgage under which Landlord may be obligated, or cause the Premises or any part thereof to be condemned or vacated.

20. Indemnity.

a. Tenant shall indemnify and save Landlord, Landlord’s agents, servants, invitees and employees harmless from and against any and all liability, fines, suits, claims, demands, expenses and actions of any kind or nature arising by reason of injury to person or property occurring in the Leased Premises or the Building occasioned in whole or in part by any negligent act or omission on the part of Tenant or Person within Tenant’s Control (whether or not acting within the scope of employment), servants, agents, licensee, visitor, assignor, or undertenant of Tenant, or by any neglectful use or occupancy of the Premises or any breach, violation or non-performance of any covenant in this Master Lease Agreement on the part of Tenant to be observed or performed.

b. Neither Landlord nor Landlord’s agents shall be liable for: (i) any damage to property of Tenant or others by theft, vandalism or terrorism or other acts by Persons not Within Landlord’s Control (ii) any injury or damage to persons or property resulting from fire, explosion, electricity, water, rain, leaks, dampness or by any other cause of whatsoever nature, except if and to the extent caused by the negligence or willful misconduct of Landlord; (iii) any damage caused by other tenants or persons in the Building or caused by operations in construction work; or (iv) any latent defect in the Leased Premises or in the Building

c. If at any time any windows of the Leased Premises shall be temporarily or permanently closed, darkened or covered for any reason whatsoever, including Landlord’s own acts, Landlord shall not be liable for any damage sustained, compensation nor abatement of rent, nor shall the same release Tenant from Tenant’s obligations hereunder or constitute an eviction.

d. Tenant agrees, to the extent not caused by the negligence or willful misconduct of Landlord or Persons Within Landlord’s Control, to indemnify, protect, defend and save harmless, Landlord and Person’s within Landlord’s Control, from and against any and all liability, claims,

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suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding), to which Landlord or Persons Within Landlord’s Control may be subject or suffer arising from, or in connection with: (i) any liability or claim for any injury to, or death of, any person or persons, or damage to property (including any loss of use thereof), occurring in or about the Leased Premises, or (ii) the use and occupancy of the Leased Premises, or from any work done or omitted by Tenant of Persons within Tenant’s Control in or about the Leased Premises during the Term and during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Leased Premises, or (iii) any default by Tenant in the performance of Tenant’s obligations under this Lease, or (iv) any act, omission, carelessness, negligence or misconduct of Tenant or of Persons Within Tenant’s Control, or non-performance or non-compliance with or breach or failure by Tenant to observe any term, covenant, agreement, provision or condition of this Lease, or breach of any warranty or representation by Tenant made in this Lease. Notwithstanding the foregoing, Tenant shall be relieved of Tenant’s obligation of indemnity herein in proportion to the amount actually recovered by Landlord from one or more of Landlord’s insurers in connection with any such claim.

e. Tenant shall reimburse and compensate Landlord, as additional rent within thirty (30) days after rendition of a statement, for all actual expenditures, costs, fees, expenses, judgments, penalties, damages and fines sustained or incurred by Landlord (including reasonable counsel and other professional fees and disbursements incurred in connection with any action or proceeding) in connection with any matter set forth in this section. If in any action or proceeding naming both Landlord and Tenant, liability arising out of the sole negligence of Tenant is established, Tenant shall (i) indemnify Landlord in accordance with the provisions of this section and (ii) waive any right of contribution against Landlord.

f. Tenant agrees that its sole remedies in any instances where Tenant disputes Landlord’s reasonableness in exercising judgment or withholding its consent or approval pursuant to a specific provision of this Lease, shall be those in the nature of an injunction, declaratory judgment or specific performance, the rights to monetary damages or other remedies being hereby specifically and irrevocably waived by Tenant. Without limiting the generality of the foregoing and unless expressly provided to the contrary in this Lease, Tenant agrees that, in any situation in which Landlord’s consent or approval is required pursuant to this Lease, the same may be granted or withheld in Landlord’s sole and absolute discretion, and/or be made subject to such conditions as Landlord, in Landlord’s sole and absolute discretion, may deem appropriate.

g. In any instance where this Lease expressly provides that, in connection with a proposed Alteration, assignment or subletting, Landlord’s consent or approval is required and may not unreasonably be withheld, if Tenant shall dispute the reasonableness of Landlord’s refusal to grant such consent or approval, Tenant shall have the right to submit said dispute to binding arbitration under the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). In cases where such arbitration takes place the losing party in such arbitration shall pay the arbitration costs and any reasonable legal fees and disbursements and other reasonable professional fees incurred by the successful party in connection with such arbitration.

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h. Landlord shall indemnify, protect, defend and save harmless Tenant from and against any and all liability (statutory or otherwise) claims, suits, demands, damages (excluding consequential damages), judgments, costs, fines, penalties, interest and expense (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding), if and to the extent caused by the gross negligence or willful misconduct of Landlord or Persons Within Landlord’s Control. Notwithstanding the foregoing, Landlord shall be relieved of Landlord’s obligation of indemnity herein in the portion of the amount actually recovered by Tenant from one or more Tenant’s insurers in connection with any such claim.

21. Covenant to Insure.

a. Tenant shall carry and maintain in full force, at all times during the Lease Term, with a responsible insurance company approved by Landlord and authorized to do and doing business in Puerto Rico, at Tenant’s sole cost and expense, such insurance coverage with the minimum coverage as may be indicated in the Memorandum of Lease, including:

1) Fire and extended coverage insurance covering the Leased Premises against loss or damage by fire, flood, earthquake, hurricane and against loss or damage by other risks now or hereafter deemed to be extended coverage, in amounts sufficient to prevent Landlord or Tenant from becoming a co-insurer under the terms of the applicable policies.

2) Comprehensive public liability insurance, including property damage, insuring Landlord and Tenant against liability for injury to persons or property occurring in or about the Leased Premises or arising out of the ownership, maintenance, use or occupancy thereof.

3) All risks included in limits not less than $1,000,000.00.

b. All policies shall name Landlord and Landlord’s mortgagees and other interested parties designated by Landlord as additional insured. The policies shall also provide by endorsement that any loss shall be payable to Tenant, Landlord or other parties additionally insured, as their interest may appear. Tenant shall furnish to Landlord a certificate of insurance satisfactory to Landlord as evidence of the required insurance coverage, with a written commitment on the part of each insurance company to notify Landlord by certified mail to the Address of Landlord or any other address notified by Landlord at least sixty (60) calendar days prior to cancellation or a decrease in coverage of such insurance.

c. Tenant shall give immediate written notice to Landlord in case of any kind of injury to any person, accident or damage to or in the Leased Premises or in the Building.

d. If, because of anything done, caused to be done, permitted or omitted by Tenant, the Insurance Premiums for the Building are increased, Tenant shall pay to Landlord upon demand the additional amount which Landlord shall be thereby required to pay for such Insurance Premiums and, at the request of Landlord, Tenant shall remedy the condition which caused the increase in the Insurance Premiums within thirty (30) calendar days after such request.

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e. Tenant shall not do or cause to be done, or permit on the Premises anything deemed hazardous on account of fire or other casualty, or anything that may risk or cause the cancellation of Landlord’s insurance policies.

f. Tenant shall not do or permit any act or thing to be done in or to the Leased Premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at anytime carried by or for the benefit of Landlord with respect to the Leased Premises or the Building or which shall or might subject Landlord to any liability or responsibility to any person or for property damage.

22. Right of Landlord to Enter Premises.

a. Landlord shall have the right to enter and to grant licenses to others to enter the Leased Premises at any reasonable time: (i) to examine the Leased Premises, (ii) to make repairs, replacements and improvements to the Leased Premises or to the Building, machinery, equipment and facilities, including the right during the progress of any such work to keep within the Leased Premises all necessary materials, tools and equipment, (iii) for the operation and maintenance of the Building; or (iv) to show the Leased Premises to prospective purchasers or mortgagees (and during the last twelve months of the Lease Term, to prospective tenants).

b. If Tenant is not present to open and permit entry into the Leased Premises, Landlord or Landlord’s agents may enter the same whenever such entry may be necessary or permissible by master key or other means. Reasonable care will be exercised to safeguard Tenant’s property. Such entry shall not render Landlord or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected.

c. During the last year of the Term, if Tenant shall have removed all or substantially all of Tenants property from the Leased Premises, Landlord may terminate this Lease and immediately or at any time thereafter enter, alter, renovate or redecorate the Leased Premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation, and such act shall have no effect on this Lease or Tenant’s obligations hereunder.

23. Building Name.

a. Tenant shall not, except to designate Tenant’s business address (and then only without emphasis or display) use the name of the Building or any simulation or abbreviation of such name for any purpose whatsoever. Landlord reserves the right to change the name of the Building at any time. Tenant will discontinue using the name of the Building within one hundred eighty (180) calendar days after Landlord shall notify Tenant that the Building is no longer known by such name. Landlord shall not be responsible for any expenses incurred by Tenant in connection with a change in the name of the Building.

b. Landlord shall have the absolute right at any time, and from time to time upon ninety (90) days notice to Tenant, to name and change the name of the Building and to change the designated address of the Building. The Building may be named after any person, or otherwise, whether or not such name shall be, or shall resemble, the name of a tenant of space in the Building.

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24. Inability to Perform.

This Master Lease Agreement and the obligation of Tenant to pay Full Rent and to perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to perform or is delayed in the performance of any of its obligations under this Master Lease Agreement, is unable to supply or is delayed in supplying Landlord Furnished Services or any other service expressly or impliedly to be supplied, or is unable to make or is delayed in making any repair, additions, alterations or decorations, or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever beyond the reasonable control of Landlord including, but not limited to, government preemption in connection with a national emergency or by reason of any rule order or regulation of any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency, or when, in the judgment of Landlord, temporary interruption of such services is necessary by reason of accident, mechanical breakdown, or to make repairs, alterations or improvements, it being understood and agreed that such failure to perform or delay in performance by Landlord shall not give rise to any claim against the Landlord for damages or constitute a partial or total eviction, constructive or otherwise.

25. Assignment and Subletting.

a. Tenant shall not assign, transfer, mortgage register in the Property Registry or in any way encumber this Master Lease Agreement or any interest therein, or let or sublet the Leased Premises or any part thereof, or permit the Leased Premises or any part thereof to be used by others without the prior written consent of Landlord. In the event such consent be given, it shall be deemed to relate solely to the particular assignment, transfer, mortgage, subletting or permission referred to in such consent.

b. In the event that Tenant desires to assign this Master Lease Agreement or to sublet all or any part of the Leased Premises, Tenant shall submit to Landlord a written request for the consent of Landlord to such assignment or subletting, accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) a description identifying the space to be sublet; (iii) a copy of the proposed contract; (iv) the nature and character of the business of the proposed assignee or subtenant; (v) the proposed use of the premises; (vi) current financial information on the proposed assignee or subtenant; and (vii) such other information as Landlord may request.

c. In the event that Landlord shall not exercise its option to recapture, then Landlord shall not unreasonably withhold or delay its consent to the proposed subletting, provided:

1) The proposed subletting or assignment is for purposes not inconsistent with the Permitted Use and is in keeping with the then Standards of the Building (see Attachment D) and does not violate any negative covenants as used in any other agreement between Landlord and other tenants in the Building;

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2) The proposed subtenant or assignee is a reputable party of reasonable financial worth, and Tenant shall provide Landlord with proof thereof satisfactory to Landlord;

3) The proposed subtenant or assignee is not then an occupant of any part of the Building;

4) The proposed sublease or assignment shall contain a provision making such sublease or assignment subject to the terms and conditions of this Master Lease Agreement;

5) The proposed subletting or assignment shall not release Tenant from the due, prompt and punctual performance of all the terms, covenants and conditions contained in this Master Lease Agreement on its part to be performed or observed.

i. The consent of Landlord to the proposed assignment or subletting shall not constitute a waiver of any provision of this Master Lease Agreement, and the assignee or subtenant shall not further assign or sublet the Premises or any part thereof without Landlord’s prior written consent, and then only upon compliance with all the provisions contained in this section.

j. In no event shall there be more than two tenants (including Tenant) in the Premises;

k. Tenant shall not advertise or publicize in any way the availability of all or part of the Leased Premises, whether through a broker, agent, representative or otherwise, without prior notice to and approval of Landlord.

l. The sale of all or a controlling interest of stock of Tenant, the sale or all or substantially all of the assets of Tenant, or a merger of Tenant into its parent or sister company shall be deemed to be an assignment.

m. Tenant covenants and agrees that in any case where Tenant claims Landlord is unreasonably withholding its consent to an assignment or subletting, Tenant shall not make any claim against Landlord for damages and Tenant’s sole remedy shall be that of declaratory judgement.

n. Landlord shall have the option, by notice to Tenant within sixty (60) calendar days of receipt of the notice and complete information, to recapture the Leased Premises or that portion of the Leased Premises proposed to be assigned or sublet by Tenant. In such event, Landlord shall specify a date for recapture in its notice to Tenant, which date shall be not more than thirty (30) calendar days from the date of Landlord’s notice. Tenant agrees to vacate the Leased Premises or that portion of the Leased Premises being recaptured and to surrender and deliver the same to Landlord as if the date specified by Landlord was the Termination Date of this Master Lease Agreement.

o. If less than the entire Premises is recaptured, the Full Rent payable by Tenant shall be reduced in the proportion that the remaining space occupied by Tenant bears to the Premises.

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26. Subordination and Attornment.

a. This Master Lease Agreement is and shall be subject and subordinate to all mortgages and other liens which may now or hereafter affect the Building and to all renewals, modifications, consolidations, replacements and extensions thereof, and this subordination shall be deemed for all purposes to be automatic and effective without any further instrument on the part of Tenant. Tenant shall execute any instrument requested by Landlord to confirm such subordination.

b. In the event of foreclosure of any mortgages or other liens affecting the Building, or in the event of the sale of the Building and/or Premises by Landlord, Tenant will attorn to and accept the purchaser at such foreclosure and/or sale, as Tenant’s landlord for the balance then remaining of the Lease Term and subject to all terms and conditions hereof.

c. Tenant shall execute and deliver, upon the request of Landlord or the purchaser in any such case, any instrument which may be reasonably necessary or appropriate to evidence such attornment.

d. Tenant waives any statutory provision or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Master Lease Agreement or to surrender possession of the Leased Premises in the event of such foreclosure and/or sale. Tenant further expressly acknowledges and agrees that, upon foreclosure and/or sale of the Building and/or Leased Premises, the purchaser shall not be obligated to honor this Master Lease Agreement.

e. Tenant hereby waives any right, claim, action, demand, or interest which may exist or arise against Landlord or any new owner of the Building as a result of the foreclosure and/or sale of Building and/or Leased Premises, whether or not the purchaser honors the terms of this Master Lease Agreement.

f. Tenant shall, upon demand of the holder of any mortgage or of any receiver duly appointed by the corresponding court having or claiming jurisdiction over the property in proceedings to foreclose any such mortgage, pay to the holder of any such mortgage or to such receiver all rent becoming due under this Master Lease Agreement, provided such holder of any such mortgage or any such receiver complies with the obligations of Landlord under this Master Lease Agreement.

27. Bankruptcy.

a. If during the Lease Term Tenant shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of Tenant, or of all or substantially all of its assets, or (ii) file a voluntary petition in bankruptcy, or (iii) make a general assignment for the benefit of creditors, or (iv) file a petition or an answer seeking reorganization (other than a reorganization not involving the liabilities of Tenant) or arrangement with creditors, or take advantage of any insolvency law, or (v) file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (vi) if an order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor adjudicating Tenant a bankrupt or insolvent, or approving a petition seeking reorganization of

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Tenant (other than a reorganization not involving the liabilities of Tenant) or appointment of a receiver, trustee or liquidator of Tenant, or of all or substantially all its assets, and such order, judgment or decree shall continue unstayed and in effect for sixty (60) calendar days, the terms of this Master Lease Agreement and all rights, title and interest of Tenant hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the Termination Date, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.

b. Notwithstanding any provisions in any applicable law or in this Master Lease Agreement to the contrary, in no event shall this Master Lease Agreement be considered an asset of Tenant’s estate in bankruptcy or insolvency under any applicable law, or of any Receiver or Trustee with respect thereto.

28. Events of Default, Remedies, Damages.

a. The occurrence of the following events shall constitute Events of Default under this Master Lease Agreement:

1) If Tenant defaults in the payment when and as due of all or any portion of any installment of Rent or any Additional Rent on the date upon which they shall first become due, and such default shall continue for fourteen (14) calendar days after the due date or if Tenant fails to pay when and as due any Rent or Additional Rent three times during any twelve month period, even if Tenant pays such rent within the fourteen calendar days after the due date or

2) Tenant fails to fulfill and perform any of the covenants, terms or conditions of this Master Lease Agreement other than the covenants for the payment of any amounts due under this Master Lease Agreement;

3) Tenant fails to abide by the Rules and Regulations of the Building as they may be adopted from time to time or

4) The Premises are left vacant, unoccupied or deserted for a period of fifteen (15) consecutive days or Tenant abandons, vacates, or removes from the Premises the major portion of the goods, wares, equipment, or furnishings usually kept in the Premises;

5) Tenant ceases conducting its business in the Premises, or

6) The Master Lease Agreement is assigned or transferred in any manner or shall, by operation of law, pass to or devolve upon any party without the prior written consent of Landlord.

7) An event or contingency arises whereby this Lease or the rights hereby granted or the unexpired balance of the Term of this Lease would, by operation of law or otherwise, devolve upon or pass to any person, firm, association or corporation other than Tenant, except as may be expressly authorized herein;

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b. Upon the occurrence of any of the said Events of Default, Landlord may, at any time thereafter, give Tenant a notice of termination of this Lease setting forth a termination date thirty (30) days from the date of giving such notice. Upon the expiration of said thirty (30) days and such breach continues or is not be fully remedied to the satisfaction of Landlord, this Lease and the terms and rights hereby granted will expire and terminate with the same effect as if that day were the Expiration Date. Notwithstanding, in connection with a breach which cannot be remedied or cured within said thirty (30) day period, Landlord may extend the time of Tenant within which to cure such breach as necessary but only if Tenant, within such thirty (30) day period, promptly commences and thereafter proceeds diligently and continuously to cure such breach, provided that such period of time shall not be so extended as to jeopardize the interest of Landlord in the Land and/or the Building or so as to subject Landlord to any liability, civil or criminal; or

c. If an Event of Default occurs, Landlord, whether or not this Lease has been terminated, may, without notice to Tenant, immediately or at any time thereafter re-enter into or upon the Leased Premises or any part thereto, either by summary proceedings or by any suitable action or proceeding at law, or by force or otherwise, to the extent legally permitted, without being liable to indictment, prosecution or damages therefore, and may repossess the premises and remove any persons or property therefrom, to the extent that Landlord may have, hold and enjoy the Leased Premises as in the beginning of the Term. The words “reenter” “re entry” and “re-entered” as used in this Lease are not restricted to their technical legal meanings.

d. Landlord will be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security deposit or otherwise, but Landlord will credit such monies against any Basic Rent, Additional Rent or any other charge due from Tenant at the time of such termination or re-entry or, at Landlord’s option, against any damages payable by Tenant under this contract or pursuant to law.

e. In the event Landlord re-enters the Leased Premises and if this Lease is not terminated, Landlord may (but shall have absolutely no obligation to do so), as agent for Tenant, relet the whole or any part of the Leased Premises for any period equal to or greater or less than the remainder of the original term of this Lease, for any sum which Landlord may deem suitable, including rent concessions, and for any use and purpose which Landlord may deem appropriate. Such reletting may include any improvements, personal and trade fixtures remaining in the Leased Premises.

f. The specified remedies to which Landlord may resort under this Lease are cumulative and concurrent, and are not intended to be exclusive of each other or of any other remedies or means of redress to which Landlord may lawfully be entitled at any time.

g. In the event of any termination of this Lease pursuant to the provisions of this section, or if Landlord shall re-enter the Leased Premises Tenant shall thereupon pay to Landlord:

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1) the Annual Basic Rent, Additional Rent and any other charges payable hereunder by Tenant to Landlord up to the time of such termination of this Lease, or of such recovery of possession of the Leased Premises by Landlord, as the case may be, plus the actual expenses incurred or paid by Landlord in terminating this Lease or of re-entering the Leased Premises and securing possession thereof, including reasonable attorney’s fees and costs of removal and storage of Tenant’s property, and Tenant shall also pay to Landlord damages as provided in this contract.

2) a sum which at the time of termination or re-entry by Landlord, as the case may be, represents the aggregate of the installments of Basic Rent and the Additional Rent (if any) which would have been payable hereunder by Tenant, had this Lease not so terminated, for the period commencing with early termination or the date of any such re-entry, as the case may be, and ending with the Termination Date, discounted to present value at an annual rate equal to the then prevailing discount rate announced by the Federal Reserve Bank, plus two (2) percentage points). Provided, however, that if Landlord shall relet the Leased Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such resetting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the reasonable expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Leased Premises and of securing, possession thereof, it being understood that such reletting may be for a period equal to or shorter or longer than the remaining term of this Lease. In no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, and in no event shall Tenant be entitled to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord. If the Leased Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such reletting and of the expenses of reletting, or if relet for a period longer than the remaining term of this lease, the expenses of reletting shall be apportioned based on the respective periods.

3) In computing the Additional Rent that would have accrued for the balance of the Lease Term, the Additional Rent shall be deemed to be an amount equal to the amounts paid by Tenant for the Lease Year in which such termination occurs, or for such lesser period of time as this Master Lease Agreement may have been in effect prior to such termination.

4) If Landlord makes any expenditures or incurs any obligations for payment of money, including court costs and reasonable attorneys’ fees, in instituting prosecuting or defending any action or proceeding, then such fees, costs and expenses so paid or obligations incurred will be Additional Rent to be paid by Tenant to Landlord, upon demand, with interest thereon equal to the Late Payment Charge.

h. Nothing contained herein shall be construed as limiting or precluding the recovery by Landlord against Tenant of any payments or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. The failure or refusal of Landlord to relet the Leased Premises or any part or parts thereof, or the failure of Landlord to collect the rent thereof under such reletting, shall not release or affect Tenant’s liability for damages.

i. In the event any proceeding is brought against Tenant for non-payment of any amounts due and whether or not such proceeding shall be discontinued as a result of Tenant paying such amounts due, Tenant shall pay to Landlord reasonable attorney’s fees payable by Landlord in connection with such proceedings.

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j. Upon occurrence of any event of default under this Master Lease Agreement, Landlord shall not be obligated to continue providing Tenant with Landlord Furnished Services until such time as Tenant cures such default.

The provisions of this section shall survive the expiration or sooner termination of this Lease.

29. Surrender Upon Termination.

a. Tenant shall, at the expiration or sooner termination of the Term (either, as applicable, being referred to herein as the “Surrender Date”), quit and surrender to Landlord the Leased Premises, broom clean and in the condition required under this Lease, reasonable wear and tear and damage caused by fire or other casualty which are not due to Tenants fault excepted, and shall surrender all keys for the Leased Premises to landlord at the place then fixed for the payment of rent, and shall inform Landlord of all combinations of locks, safes and vaults, if any, located (and permitted by Landlord to remain) in the Leased Premises.

b. Except as otherwise expressly provided elsewhere in this Lease, Tenant shall, on the Surrender Date, remove all of Tenant’s property from the Leased Premises and shall immediately repair any material damage to the Leased Premises caused by the installation and/or removal of such property. Any or all of such property not so removed shall, at Landlord’s option, become the exclusive property of Landlord or be disposed by Landlord, at Tenant’s cost and expense, without further notice to or demand upon Tenant, and without any liability to Tenant, in connection therewith.

c. If the Leased Premises (or a portion thereof) shall not be surrendered as and when aforesaid, Tenant shall pay to Landlord as use and occupancy for each month or fraction thereof during which Tenant continues to occupy all or any portion of the Leased Premises from and after the Surrender Date (the “Continued Occupancy Period”) an amount of money (the “Occupancy Payment”) equal to one hundred fifty (150%) percent of one twelfth (1/12) of the Fixed Rent and additional rent payable by Tenant during the immediately preceding twelve (12) months. Tenant shall make the Occupancy Payment, without notice or previous demand therefore, on the first day of each and every month during the Continued Occupancy Period.

d. In addition to making all required Occupancy Payments, Tenant shall, in the event of Tenant’s failure to surrender the Leased Premises on the Surrender Date as and in the manner aforesaid, also indemnify and hold Landlord harmless from and against any and all cost, expense, damage, claim, loss or liability directly resulting from any delay or failure by Tenant in so surrendering the Leased Premises, including any consequential damages suffered by Landlord and any claims made by any succeeding occupant founded on such delay or failure, and any and all reasonable attorneys’ fees, disbursements and court costs incurred by Landlord in connection with any of the foregoing.

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e. The receipt and acceptance by Landlord of all or any portion of the Occupancy Payment shall not be deemed a waiver or acceptance by Landlord of Tenant’s breach of Tenant’s covenants and agreements or a waiver by Landlord of Landlord’s right to institute any summary holdover proceedings against Tenant, or a waiver by Landlord of Landlord’s rights to enforce any of Landlord’s rights, or pursue any of Landlord’s remedies against Tenant in such event as provided for in this Lease or under law.

f. It is expressly understood and agreed that there can be no extension of the Term unless said extension is reduced to writing and agreed to by Landlord. No verbal statement or unsigned writing shall be deemed to extend the Term, and Tenant hereby agrees that any improvements Tenant shall make to the Leased Premises in reliance upon any extension of the term given orally or by an unsigned writing shall be at Tenant’s peril.

g. If the last day of the Term shall fall on a Saturday, Sunday or legal holiday, the term of this Lease shall expire on the business day immediately preceding such date.

Each and everyone of Tenant’s obligations set forth in this Section 25 (including the indemnity) shall survive the expiration or other termination of the Term.

30. Casualty not Attributable to Tenant.

a. If the Premises shall be partially or totally damaged by fire or other casualty not attributable in any manner to Tenant, this Master Lease Agreement shall continue in full force and effect, except as hereinafter set forth.

b. If the Premises are partially damaged or rendered partially unusable, the damages thereto shall be repaired by and at the expense of Landlord and the Full Rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the portion of the Premises which is usable.

c. If the Premises are totally damaged or rendered wholly unusable, then the Full Rent shall be proportionately paid up to the time of the casualty and henceforth shall cease until the date when the Premises shall be made Ready for Occupancy by Landlord, subject to Landlord’s right to elect not to restore the same as hereinafter provided. Landlord may elect to relocate Tenant temporarily to other available space until said restoration or repair is finished and, in such event, Tenant shall pay the Full Rent.

d. If the Premises are rendered wholly unusable (whether or not the Leased Premises are damaged in whole or in part), or if the Building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then, in any of such events, Landlord may elect to terminate this Master Lease Agreement by written notice to Tenant. Landlord’s notice shall specify a date for expiration of this Master Lease Agreement which be not less than thirty (30) nor more than ninety (90) calendar days from the date the Leased Premises are rendered unusable or are damaged. In such event, Tenant agrees to vacate the Leased Premises and to surrender and deliver the same to Landlord as if the date specified by Landlord was the Termination Date, provided however, that any Full Rent owing shall be paid up to such date of expiration.

e. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall promptly make the repairs and restorations, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord’s control.

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f. After any such casualty, Tenant shall cooperate with Landlord’s restoration by promptly removing from the Premises all of Tenant’s property.

g. Tenant’s full liability for Full Rent shall resume five (5) calendar days after written notice from Landlord that the Premises are Ready for Occupancy.

h. Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty.

i. Tenant acknowledges and agrees that Landlord will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances of Tenant, and agrees that Landlord will not be obligated to repair any damage thereto or replace the same.

j. In the event the Building should be damaged or rendered unusable by fire, explosion or any other casualty or occurrence and, such casualty or occurrence shall not be covered by Landlord’s insurance or, in the event that the Premises or the Building should be damaged or rendered unusable to the extent of more than twenty-five (25%) percent of the cost of the replacement (whether such damage may be covered be Landlord’s insurance and further, notwithstanding that the Premises may have been damaged to twenty-five (25%) percent or less of the replacement cost), Landlord may elect either to repair or rebuild the Building or to terminate this Master Lease Agreement by written notice to Tenant. Landlord’s notice shall specify a date for expiration of this Master Lease Agreement which be not less than thirty (30) nor more than ninety (90) calendar days from the date the Building is rendered unusable or is damaged. In such event, Tenant agrees to vacate the Premises and to surrender and deliver the same to Landlord as if the date specified by Landlord was the Termination Date, provided however, that any Full Rent owing shall be paid up to such date of expiration.

k. If Landlord is required or elects to repair and/or rebuild the Premises, Landlord shall not be obligated to expend for such repair and/or rebuilding an amount in excess of the insurance proceeds recovered as a result of such damage. Landlord’s obligation to repair and/or rebuild shall in any event be limited to restoring Landlord’s work in the Premises to substantially the condition in which the same existed prior to the casualty.

31. Condemnation.

If the Premises or the Building, or any part thereof, or any interest therein, be taken by virtue of eminent domain or for any public or quasi-public use or purpose, the portion of the compensation award attributable to this Master Lease Agreement shall be for the benefit of Landlord. In such event the term of this Master Lease Agreement shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of said Master Lease Agreement.

32. No Representation By Landlord.

Landlord or Landlord’s agents have made no representations or promises with respect to the said Building, the land upon which it is erected or the Leased Premises except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or

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otherwise, except as expressly set forth in this Master Lease Agreement. The taking possession of the Leased Premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts same “as is” and that said Premises and the Building of which same form a part were in good and satisfactory condition at the time such possession was so taken.

33. Relocation.

Landlord shall have the right at any time during the term of the Master Lease Agreement to relocate Tenant from the Leased Premises to another space within the Building, reasonably convenient, adapted to the same purpose and of an equal value to the present Leased Premises. In the event Landlord exercises its right to relocate, Tenant shall surrender its actual Leased Premises at the request of Landlord, provided that the substitute space is ready for Tenant’s occupancy.

34. Successors in Interest.

This Master Lease Agreement shall bind and inure to the benefit of the permitted successors and assigns of the parties.

35. Release of Landlord.

The term “Landlord” as used in this Master Lease Agreement shall mean and include only the owner or lessor of the Building at the time in question so that in the event that Landlord or any of its successors in interest shall lease or sell, or in any other manner assign or transfer its interest in the Building, whether any such transfer be voluntary, by operation of law or otherwise, the person, corporation or entity by whom any such Master Lease Agreement, sale, assignment or transfer is made shall be and hereby is entirely freed and relieved of all obligations and liability with respect to the performance of the covenants and obligations under this Master Lease Agreement from and after the date of such lease, sale, assignment or transfer.

36. Notices and Payments.

A bill, statement, notice or communication which Landlord may desire or be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by certified mail addressed to Tenant at the Premises or at Tenant’s Mailing Address, and the time of the rendition of such bill or statement and of the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant, deposited in the mail, or left at the Premises as herein provided. Any notice by Tenant to Landlord must be served by registered or certified mail addressed to Landlord at Landlord’s Mailing Address or at such other address as Landlord shall designate by written notice.

37. Rules and Regulations.

a. Tenant, and all Persons Within Tenant’s Control, shall faithfully observe and comply with: (i) all of the rules and regulations set forth in Attachment B annexed hereto and made a part hereof, and (ii) such additional rules and regulations as Landlord hereafter at any time or from time to time may reasonably make and may communicate in writing to Tenant, which, in the reasonable judgment of Landlord, shall be necessary or desirable for the,

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reputation, safety, care or appearance of the Building and the Building Systems, or the preservation of good order therein, or the operation or maintenance of the Building and Building Systems, or the comfort of tenants or others in the Building. Notwithstanding, in the case of any conflict between the provisions of this Lease and any such rules or regulations, the provisions of this Lease shall control. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the rules and regulations or the terms, covenants or conditions in any other lease as against any other tenant, and provided further that Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors, invitees, subtenants or licensees.

b. In the event that Tenant shall dispute the reasonableness of any additional rule or regulation hereafter made or adopted by Landlord or Landlord’s agents, the parties hereto agree to submit the question of the reasonableness of such rule or regulation to arbitration whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional rule or regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice in writing upon Landlord within thirty (30) days after the giving of notice of the making of the rule or regulation to Tenant. Notwithstanding the foregoing, Landlord agrees not to enforce the rules and regulations against Tenant in a discriminatory manner and to use commercially reasonable efforts to enforce compliance by other tenants in the Building with the rules and regulations contained in their respective leases to the extent that the failure of Landlord to enforce such compliance shall have a material adverse impact on Tenant with respect to Tenant’s use of the Leased Premises.

c. Tenant acknowledges that it has read the Rules and Regulations and shall abide by and conform to the same as may from time to time be adopted, amended, modified or changed by Landlord. Landlord shall not be responsible to Tenant for the failure of any other Tenant to observe any of said Rules and Regulations.

d. Any amendment or new regulations shall become effective thirty (30) calendar days after notice to Tenant.

38. No representations or modifications.

a. Tenant has leased the Premises after examination thereof or of the Space Plans for the same and without representation on the part of Landlord. No representative or agent of Landlord is authorized to make representations in reference thereto or to vary or alter the terms of this Master Lease Agreement unless given in writing duly signed by Landlord.

b. The receipt by Landlord of Full Rent or any other sum payable by Tenant with knowledge of the breach of any covenant of this Master Lease Agreement shall not be deemed a waiver of such breach and no act or omission of Landlord or its agent during the Lease Term shall be deemed an acceptance of a surrender of the Premises and no agreement to accept a surrender of the Premises shall be valid unless it be made in writing and subscribed by Landlord.

39. Totality of Agreement.

This Master Lease Agreement, together with any RIDER, contains all the agreements and conditions made between Landlord and Tenant with respect to the Premises. This Master Lease Agreement may only be changed or modified by means of a written instrument signed by Landlord.

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40. Estoppel Certificate.

Tenant shall, at any time and from time to time on at least ten (10) days prior notice by Landlord, execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord, a statement certifying among other things that this Master Lease Agreement is in full force (or, if there have been modifications, that the same is in full force and effect as modified), stating the dates which the Basic Rent and Additional Rent have been paid, and indicating any uncured defaults by Landlord, if any, under this Master Lease Agreement.

41. Broker.

Landlord will not pay any broker fees. Tenant shall indemnify, defend and hold Landlord and its agent harmless from and against any claim, actions, or liabilities including attorneys’ fees, for brokerage commissions or fees arising out of this Master Lease Agreement.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Master Lease Agreement, on the date stated in the memorandum of Lease.

Tenant		Landlord
EVERTEC, Inc.		BANCO POPULAR DE PUERTO RICO
By:	s/ Luis Abreu Rigual	By:	/s/ Jaime Nazario 6/28/04

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EXHIBIT B

CUPEY CENTER

LANDLORD FURNISHED SERVICES

1. Air Conditioning: LANDLORD shall furnish air conditioning throughout the year from Monday thru Friday from 6:00 a.m. to 6:00 p.m., and shall not furnish air conditioning service on legal holidays as defined in page 3. The divisions or departments that need to operate 24 hours, 7 days a week shall be furnish air conditioning services at no additional charge. Those units as of March 31, 2004 were identified as: Sorting & Microfilming (Bulk Filling), Computers Operations, Printing & Application Control, Data Processing Centers, and Network Alert & Control.

2. Elevators: Passenger & load elevators will be provided by LANDLORD, two in Building A, and one in Building B.

LANDLORD reserves the right to make reasonable adjustment in the capacity and use of its elevator equipment as may be required.

3. Electricity: As provided in the Rider.

The TENANT agrees that the LANDLORD, its agent or consultant, may make surveys from time to time in the premises to verify the quality, quantity and consumption of the electric load consumed by TENANT. LANDLORD shall furnish and install all replacement lighting tubes, lamps, bulbs and ballasts required in the Premises, and will charge TENANT for labor and materials.

4. Water: LANDLORD shall provide water for normal cleaning and lavatory purposes and for water coolers for drinking.

5. Security: LANDLORD may, in its sole discretion, provide general building security and include the cost of such services as an integral part of the operating expense; provided, however, that any such services shall not include security within the demised Premises.

6. Cleaning and Janitorial: (a) LANDLORD shall supply janitorial and cleaning services for all public areas and common facilities; and rubbish removal from the office floors on which the Premises are located. Cleaning and janitorial services for the Premises will be supplied by TENANT, and TENANT shall at all times keep the Premises clean. (b) LANDLORD agrees to provide TENANT with cleaning services for the public areas of the Building as well as the Premises of TENANT five (5) nights per week according to the cleaning specifications established by and between LANDLORD and cleaning contractor.

(1) Waste Containers: Waste baskets shall be emptied daily and cleaned monthly and waste therefrom removed to a designated location for disposal by LANDLORD.

(2) Rug Shampooing: Upon request from TENANT rug shampooing service shall be available. Said service shall be charged.

7. Exterminating: LANDLORD shall provide exterminating service for all public areas of Building. TENANT shall at TENANT’S expense provide exterminating service for the Premises from time to time to the reasonable satisfaction of LANDLORD and shall employ such licensed exterminating company or companies as shall be approved by LANDLORD.

8. Interruption of Services: LANDLORD reserves the right to stop service of the air conditioning, elevator, plumbing and electric systems, when necessary, by reason of accident, or emergency, or for repairs, alterations, replacements or improvement, in the judgment of LANDLORD desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. And LANDLORD shall have no responsibility or liability for failure to supply air conditioning, elevator, plumbing and electric service, during said period or when prevented from so doing by strikes, accident (acts of God) or by any cause beyond LANDLORD’S control, or by laws, orders or regulations of any Federal, State or Municipality Authority, or failure of a suitable power supply or inability by exercise of reasonable diligence to obtain other suitable power. Such interruption shall not in any way affect the obligations of TENANT under this lease hereunder, provided that the same shall be done with the minimum amount of inconvenience to TENANT, and LANDLORD pursues with due diligence the completion of the alterations.

9. Additional Air Conditioning Service: In the divisions or departments that not operate 24 hour, 7 days a week, the TENANT may occasionally have need for use of the leased Premises during hours or days other than those specified above (normal office space operations). Upon the request of TENANT, LANDLORD shall fulfill such need, provided (a) LANDLORD shall have received written notice of such request not later than 3:00 p.m. on the weekday and the day before the services are required for Saturdays and the day before legal holidays when services are needed; (b) the LANDLORD shall be promptly reimbursed by TENANT for the LANDLORD’S cost of complying with such request such cost is based on utility rates and salaries paid to building engineers, but such cost shall be subject to adjustment upward in relation to changes from existing utility rates and to changes in existing salary rates paid to Building engineers after rendition of a bill or statement therefor; (c) compliance with such request shall not involve the LANDLORD in substantial labor, union, licensing or permit problems.

10. Other Services: Other services to the Premises supplied where desirable or possible at the request of TENANT, not hereinbefore enumerated, shall be at the expense of TENANT.

11. Legal Holidays: For the purposes of this Lease Agreement shall be as follows:

(1)	January 1	New Year’s Day
(2)	January 6	Three King’s Day
(3)	January	De Hostos Birthday
(4)	January	Martin Luther King’s Birthday
(5)	January	Presidents Day
(6)	March	Emancipation Day
(7)	March or April	Good Friday
(8)	April	Jóse De Diego’s Birthday

(9)	May	Memorial Day
(10)	July 4	Independence Day
(11)	July	Luis Muñoz Rivera’s Birthday
(12)	July 25	Constitution Day
(13)	July 27	Jóse C. Barbosa’s Birthday
(14)	September	Labor Day
(15)	October	Discovery of America
(16)	November	Election’s Day
(17)	November	Veteran’s Day
(18)	November	Discovery of Puerto Rico
(19)	November	Thanksgiving Day
(20)	December 25	Christmas Day

LANDLORD may, in its sole discretion, include in the above list any additional holidays which may be hereinafter declared as legal holidays by either or both of any competent authority or agency of the Government of the Commonwealth of Puerto Rico and the Government of the United States of America.

EX-10.56

Exhibit 10.56

EXECUTION VERSION

EVERTEC, INC.

RIDER CUPEY BUILDING

FIRST AMENDMENT

1. AMENDMENT. This First Amendment of Lease amends, effective as of January 1, 2006, the RIDER CUPEY BUILDING, of the Master Lease Agreement, dated April 1, 2004 for premises hereinafter referred to as Cupey Center. This Amendment is to reflect the changes in leaseable area of premises caused by staging process programmed to relocate the Tenant’s units to and from Cupey Center, and to establish the occupancy as per final area to be occupied.

The Leaseable Area of Building shall be change from TWO HUNDRED SIXTY FIVE THOUSAND FIVE HUNDRED FIFTY ONE DOLLARS POINT TWENTY THREE (265,551.23) to TWO HUNDRED FORTY TWO THOUSAND SEVEN HUNDRED SIXTY EIGHT POINT EIGHTY NINE (242,768.89). Except as hereinafter provided, the RIDER CUPEY BUILDING dated April 1, 2004, and all its terms, provisions, covenants and conditions will remain in full force and effect.

2. MEMORANDUM OF LEASE. This Memorandum RIDER is an integral part of the Master Lease Agreement and all of the terms hereof are incorporated into the agreement in all respects. Whenever used in the Master Lease Agreement the defined terms shall have the meaning set forth in this RIDER:

a.      Date:	January 1st, 2006
b.      Landlord:	Banco Popular de Puerto Rico (including its successors or assigns).
c.      Landlord Representative:	Jaime L. Nazario Yordán
d.      Landlord’s Mailing Address:	Real Estate Division (716) Banco Popular de Puerto Rico P.O. Box 362708 San Juan, Puerto Rico 00936-2708
e.      Tenant:	EVERTEC, Inc.
f.       Tenant’s Representative:	Luis Abreu Rigual
g.      Tenant’s Billing Address:	Cupey Center Building

	Banco Popular de Puerto Rico P.O. Box 362708 San Juan, Puerto Rico 00936-2708
h.      Tenant’s Trade Name:	EVERTEC
i.       Leased Premises:	Cupey Center
j.       Permitted Use:	Information technology services
k.      Leaseable Area of Premises:

	Original Area	Modification 1/1/05	Modification 5/1/05	Modification 9/1/05	Modification 1/1/06
Building A1	28,896.77	28,896.77	28,896.77	28,896.77	30,481.05
Building A2	48,395.09	48,395.09	48,395.09	48,395.09	49,327.78
Building A3	43,457.44	43,457.44	50,475.49	50,475.49	50,314.69
Building B1	15,545.24	15,545.24	20,332.51	20,332.51	29,710.55
Building B2	4,630.01	4,630.01	4,630.01	16,050.88	30,596.11
Building C3	2,795.01	2,795.01	2,795.01	2,795.01	2,780.98
Building D1	7,081.87	7,081.87	7,081.87	7,081.87	6,953.06
Building D2	6,526.42	5,321.21	5,321.21	5,321.21	5,951.46
Total	157,327.85	156,122.64	167,927.96	179,348.83	206,115.68

l.       Leaseable Area of Building:	242,768.89 rentable square fee
m.     Tenant’s Proportionate Share of Operating

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         Expenses ((l) ÷ (m)):

Original Area	Modification 1/1/05	Modification 5/1/05	Modification 9/1/05	Modification 1/1/06
.59246	.6425	.6911	.7381	.8482

n.      Original Lease Commencement Date:		April 1st, 2004
o.      Amendment Date:		January 1st, 2006
p.      Basic Rent
	1.      Annual Basic Rent:	$14.42 per sq. ft. — $2,972,188.11 from 1/1/06 to 3/31/06
	2.      Monthly Basic Rent:	$247,682.34
q.      Additional Rent
	1.      Annual Additional Rent:	$7.64 per sq. ft. — $1,574,723.80 per year (operating expenses as estimated from 1/1/06 to 3/31/06, to be adjusted as indicated in Section 12 of the Master Lease Agreement, including the Parking Garage)
	2.      Monthly Additional Rent:	$131,226.98 per month
r.       Original Termination Date:		March 31, 2005
s.      Renewal Term:		On a year to year basis up to four renewal options
t.       Renewal Term Basic Rent:		Increase of 3% each year over the prior year’s Basic Rent effective on the anniversary date
u.      Late Payment Charge:		10% of any unpaid amount

3. COMMENTS.

a. The electricity will be charged separately based on actual consumption.

b. The leaseable area of premises is subject to revision to reflect any change in occupancy.

4. ATTACHMENTS. The following documents are attached to and made a part of the Rider. Tenant shall comply with all the terms and conditions contained in each of these documents.

a. Space Plan — Attachment A

b. Landlord Furnished Service — Attachment B (N/A)

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Tenant		Landlord
EVERTEC, Inc.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Luis Abreu Rigual	By:	/s/ Héctor SANTIAGO GÓMEZ
	LUIS ABREU RIGUAL		HÉCTOR SANTIAGO GÓMEZ
		By:	/s/ Naydamar López Ramirez
			NAYDAMAR LÓPEZ RAMIREZ

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EX-10.57

Exhibit 10.57

EXECUTION VERSION

EVERTEC, INC,

SECOND AMENDMENT

RENEWAL

MEMORANDUM OF LEASE

1. AMENDMENT: This Second Amendment is attached to and made a part of that certain Master Lease Agreement dated April 1, 2004 and First Amendment dated January 1, 2006, entered into by and between Landlord and Tenant concurrently herewith. Tenant hereby requests, and Landlord hereby grants, a renewal of the Lease Agreement as modified effective as of April 1, 2010. This Amendment reflects a change in the leaseable area of premises caused by increasing 12,893.17 square feet being used as warehouse and 1,357.52 square feet used as an office in the Staging Area and reducing 2,780.98 square feet from Building C3. Also some other adjustments to the square footage of premises have been taken in consideration from previous Amendment.

The Leaseable Area of Premises is hereby changed from TWO HUNDRED FORTY TWO THOUSAND SEVEN HUNDRED SIXTY EIGHT POINT EIGHTY NINE (242,768.89) to TWO HUNDRED FIFTY ONE THOUSAND THREE HUNDRED FIFTY FOUR POINT FIFTY FOUR (251,354.54). Except as hereinafter provided, the Master Lease dated April 1, 2004 and First Amendment dated January 1, 2006, and all its terms, provisions, covenants and conditions will remain in full force and effect.

2. MEMORANDUM OF LEASE: This Memorandum is an integral part of the Master Lease Agreement and all of the terms hereof are incorporated into the agreement in all respects. Whenever used in the Master Lease Agreement the defined terms shall have the meanings set forth in this Memorandum.

a.      Date:	April 23, 2010
b.      Landlord:	Banco Popular de Puerto Rico
c.      Representative of Landlord:	Mr. Héctor Santiago Gómez and
	Mrs. Coralee A. Coll
d.      Address of Landlord:	Real Estate Division (716)
	Banco Popular de Puerto Rico
	P.O. Box 362708
	San Juan, Puerto Rico 00936-2708
e.      Tenant:	EVERTEC, INC
f.       Representative of Tenant:	Mr. Omar Dávila
g.      Tenant’s Address:	P.O. Box 364527
	San Juan, Puerto Rico
h.      Tenant’s Trade Name:	EVERTEC, INC.

i.       Premises:			Cupey Center
j.       Permitted Use:			Information Technology Services
k.      Leaseable Area of Premises:			Building	Area Leased
			Building A1	30,485.40
			Building A2	47,867.84
			Building A3	50,626.00
			Building B1	29,798.12
			Building B2	28,138.92
			Building D1	3,878.38
			Building D2	6,589.95
			Anexo Staging	1,357.52
			Sub-Total	198,742.13
			Warehouse	12,893.17
			TOTAL	211,635.30
l.       Leaseable Area of Building:			251,354.54 rentable square feet
m.     Tenants Proportionate Share (K+L):			0.7907% (excluding Warehouse area)
n.      Lease Term:			Five (5) Years
o.      Commencement date:			April 1, 2010
p.      Basic Rent:
		1.      Annual Basic Rent:	Offices area: $16.72 per 198,742.13 sq. ft. $3,322,968.41 and Warehouse area: at $8.24 per 12,893.17 sq. ft. $106.239.72 A 3% increase will apply for each consecutive year
		2.      Monthly Basic Rent:	Offices areas: $276,914.03 per month and Warehouse area: $8,853.31 per month for the first year
	q.      Additional Rent:
		1.      Annual Additional Rent:	$9.92 per 198,742.13 sq. ft. $1,971,521.93 (as estimated operating expenses of Building and Parking Garage, to be adjusted as indicated in Section 11 of the Master Lease
		2.      Monthly Additional Rent:	$164,293.49 (subject to revision as indicated in Section 11 of the Master Lease Agreement)

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r.       Security Deposit:	None
s.      Termination Date:	March 31, 2015
t.       Renewal Options:	On a year to year basis up to five (5) renewals options
u.      Renewal Term of Basic Rent:	Increase of 3% each year over the prior year’s Basic Rent effective on the anniversary date
v.      Late Charge:	12% of any unpaid amount
x.      Tenant’s Insurance Coverage:
Comprehensive General Liability Insurance, including bodily injury, property damage, personal injury and advertising injury with a minimum limit of insurance of $1,000,000.00 per occurrence and $2,000,000.00 aggregate. Legal Liability coverage covering the premises and leasehold improvements in the premises and all Tenant’s equipment, trade fixtures, appliances, furnishings and personal property, also protection against all perils included in the classification of fire, earthquake, windstorm, vandalism, flood, theft and sprinkler leakage. Tenant’s Insurance Certificates shall be on behalf of Banco Popular de Puerto Rico and Popular, Inc. with the Hold Harmless Clause, Additional Insured or Loss Payee Clause, 60-days Cancellation Notice Clause, and Waiver of Subrogation. Fire Legal Liability coverage in the minimum amount of One Hundred Thousand Dollars ($100,000.00).

3. COMMENTS:

a. The electricity will be charged separately based on actual consumption.

b. The leaseable area of premises is subject to revision to reflect any change in occupancy.

4. ATTACHMENTS:

a. Space Plans — Attachments A

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	Tenant		Landlord
EVERTEC, INC.		BANCO POPULAR DE PUERTO RICO
By:	/s/ Omar Davila	By:	/s/ Hector Santiago Gomez
	OMAR DAVILA		HECTOR SANTIAGO GOMEZ
	VICE PRESIDENT		VICE PRESIDENT
		By:	/s/ Coralee A. Coll
			CORALEE A. COLL
			OFFICER

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EX-10.58

Exhibit 10.58

EXECUTION VERSION

EVERTEC, INC.

THIRD AMENDMENT

MEMORANDUM OF LEASE

1. AMENDMENT: This Third Amendment is attached to and made a part of that certain Master Lease Agreement dated April 1, 2004, as amended by First Amendment, dated January 1, 2006, and Second Amendment, dated April 23, 2010, entered into by and between Landlord and Tenant concurrently herewith (collectively the “Master Lease Agreement”). This Amendment reflects certain modifications to some of the terms and conditions of the Master Lease Agreement, including among others, the provisions related to (i) the option of Tenant to renew the lease, (ii) the annual rent increases, (iii) the security deposit provisions and (iii) the right of Landlord to relocate Tenant. In addition, the Master Lease is amended to include a right of first refusal for the Tenant to purchase the parcel and buildings which contain most of the Leased Premises in the event Landlord desires to sell said parcel and buildings.

The Master Lease Agreement and all of its terms, provisions, covenants and conditions, as amended herein, shall remain in full force and effect.

2. MEMORANDUM OF LEASE: This Memorandum is an integral part of the Master Lease Agreement and all of the terms hereof are incorporated into the agreement in all respects. Whenever used in the Master Lease Agreement the defined terms shall have the meanings set forth in this Memorandum.

a.      Date:	September 30, 2010
b.      Landlord:	Banco Popular de Puerto Rico
c.      Representatives of Landlord:	Mr. Héctor Santiago Gómez and Mrs. Coralee A. Coll
d.      Address of Landlord:	Real Estate Division (716) Banco Popular de Puerto Rico
	P.O. Box 362708
	San Juan, Puerto Rico 00936-2708
e.      Tenant:	EVERTEC, Inc.
f.       Representative of Tenant:	Mr. Omar Dávila
g.      Tenant’s Address:	P.O. Box 364527
	San Juan, Puerto Rico 00936
h.      Tenant’s Trade Name:	EVERTEC, INC.
i.       Premises:	Cupey Center
j.       Permitted Use:	Information Technology and other purposes reasonably related to the business conducted by Tenant.
k.      Leasable Area of Premises:	Building	Area Leased
	Building A1	30,485.40 sq. ft.
	Building A2	47,867.84 sq. ft.
	Building A3	50,626.00 sq. ft.
	Building B1	29,798.12 sq. ft.
	Building B2	28,138.92 sq. ft.
	Building D1	3,878.38 sq. ft.
	Building D2	6,589.95 sq. ft.
	Anexo Staging	1,357.52 sq. ft.
	SubTotal	198,742.13 sq. ft
	Warehouse	12,893.17 sq. ft.
	TOTAL	211,635.30 sq. ft.
l.       Leasable Area of Building:	251,354.54 rentable square feet
m.     (i) Tenant’s Proportionate Share (K/I):	79.07%
(ii) Tenant’s Occupancy Percentage:	79.07%
n.      Lease Term:	Five (5) years
o.      Commencement Date:	April 1, 2010
p.      Basic Rent:
1. Annual Basic Rent:	Office Area: at $16.72 per 198,742 sq. ft. for a total of $3,322,968.41 per annum and
	Warehouse Area: at $8.24 per 12,893.30 sq. ft. for a total of $106,239.72 per annum
	Annual Basic Rent will increase each year by a rate equal to the lesser of (i) 3% or (ii) the Puerto Rico Consumer Index, as published by the Puerto Rico Labor Department.

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2. Monthly Basic Rent:	Office Area: $276,914.03 per month for the first Lease Year and
	Warehouse Area: $8,853.31 per month for the first Lease Year
q.      Additional Rent:
1. Annual Additional Rent:	$9.92 per 198,742.13 sq. ft. for a total of $1,971.521.93 (estimated operating expenses for the first Lease Year and to be adjusted as provided in Section 11 of the Master Lease Agreement)
2. Monthly Additional Rent:	$164,293.49 (estimated monthly operating expenses during the first Lease Year and to be adjusted as provided in Section 11 of the Master Lease Agreement)
r.       Security Deposit:	An amount equal to $285,767.34 which equals one month of Basic Rent
s.      Termination Date:	March 31, 2015
t.       Renewal Options:	Four (4) options of Five (5) years each, exercisable in Tenant’s sole discretion
u.      Renewal Term of Basic Rent:	The Basic Rent shall increase each year by a rate equal to the lesser of (i) 3% or (ii) the Puerto Rico Consumer Index, as published by the Puerto Rico Labor Department.
v.      Late Charge:	10% per annum of any unpaid amount
w.     Repairs by Landlord:	Landlord shall provide Tenant with reasonable advance notice to any repairs, alterations, additions or improvements to be made by Landlord under Section 15 of the Master Lease Agreement and shall use commercially reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises.

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y.      Alterations:	Notwithstanding the provisions of Section 17 of the Master Lease Agreement, Landlord’s consent shall not be required for any Alterations that (i) are not Structural Alterations and (ii) are reasonably expected to cost less than $100,000.
	Tenant shall not be required to pay Landlord any supervisory fee in connection with Alterations made by Tenant under Section 17 of the Master Lease Agreement.
	Landlord may, at its reasonable discretion, require Tenant to procure at Tenant’s sole expense, a surety company performance bond in form and substance satisfactory to Landlord in an amount equal to 120% of the estimated cost of the Alterations as permitted under Section 17 (g) of the Master Lease Agreement. In lieu of procuring such surety company performance bond, Tenant may provide Landlord with a letter of credit, in form and substance reasonably acceptable to Landlord, in an amount equal to 120% of the estimated cost of the Alterations.
z.      Indemnification:	Notwithstanding the provisions of Section 20 of the Master Lease Agreement, Tenant shall not have any liability to Landlord for damages (i) arising out of any force majeure event, (ii) arising out of any act or omission of third parties not within the control of Tenant and (iii) to the extent actually recovered by Landlord from one or more of Landlord’s insurers.
	Notwithstanding the provisions of Section 20 of the Master Lease Agreement, Landlord shall not have any liability to Tenant for damages (i) arising out of any force majeure event, (ii) arising out of any act or omission of third parties not within the control of Landlord and (iii) to the extent actually recovered by Tenant from one or more of Tenant’s insurers.

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	Landlord shall indemnify Tenant against any liability arising by reason of (i) injury to person or property occurring in the Leased Premises or the Building occasioned in whole or in part by any negligent act or omission on the part of Landlord or a person within Landlord’s control (whether or not acting within the scope of employment) or (ii) any breach or violation or non-performance of any covenant in the Amended Master Lease.
	Notwithstanding the provisions of subparagraph (h) of Section 20 of the Master Lease Agreement, all references to “gross negligence” shall be amended to read “negligence”.
aa.    Landlord’s Rights to Enter the Leased Premises:	Notwithstanding the provisions of Section 22 of the Master Lease Agreement, Landlord shall only have the right to enter (or grant licenses to others to enter) the Leased Premises for the purposes set forth in Section 22 of the Master Lease Agreement and only during normal business hours and shall provide Tenant with advance notice of the time at which it wishes to enter the Leased Premises. Tenant shall have the right to have one or more of its employees, agents or representatives present at all times during which Landlord or its licensees are on the Leased Premises.

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bb.    Assignment:	Notwithstanding the provisions of Section 25 of the Master Lease Agreement, the sale of a controlling interest of stock in Tenant, the sale of all or substantially all of the assets of Tenant, or a merger, consolidation or other business combination of Tenant (each a “Significant Event”) shall not be deemed to be an assignment for purposes of the Master Lease Agreement.
	Notwithstanding anything to the contrary set forth in the Master Lease Agreement, (i) the Master Lease Agreement shall not restrict Tenant’s right to mortgage or otherwise encumber the Master Lease Agreement or any of its rights thereunder and (ii) Tenant may assign its rights, duties and obligations under the Master Lease Agreement to its financing sources in connection with the grant of a security interest and the enforcement of all rights and remedies Tenant has against Landlord under the Master Lease Agreement.
cc.    Event of Default:	Notwithstanding the provisions of Section 25 of the Master Lease Agreement, neither a “Significant Event” nor an assignment of the Master Lease Agreement by operation of law shall constitute an Event of Default under the Master Lease Agreement. In addition, for so long as Tenant continues to pay Rent in a timely manner and complies with all the other obligations under the Master Lease Agreement, Tenant ceasing to conduct its business in the Premises shall not constitute an Event of Default.

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dd.    Surrender Upon Termination:	The monthly Occupancy Payment provided for in Section 29 of the Master Lease Agreement shall be equal to 150% of one twelfth (1/12) of the Fixed Rent and Additional Rent payable by Tenant during the immediately preceding twelve (12) months.
ee.    Relocation:	Notwithstanding the provisions of Section 33 of the Master Lease Agreement, Landlord’s right to relocate Tenant from the Leased Premises shall be limited to that portion of the Leased Premises located outside the ROFR Parcel (as such term is defined below).
ff.     Subordination	Notwithstanding the provisions of Section 26 of the Master Lease Agreement, Tenant shall not waive (i) any statutory provision or rule of law which may give Tenant the right to terminate the Master Lease Agreement in the event of foreclosure or sale or (ii) any claim against Landlord or any new owner as a result of the foreclosure or sale of the Building or the Leased Premises.

3. ADDITIONAL PROVISIONS:

a. Right of First Refusal: Landlord hereby grants to Tenant a right of first refusal (“ROFR”) over the parcel of land of approximately 50,730.69 square meters recorded in the Registry of the Property of Puerto Rico, Fourth Section of San Juan at page 12 of volume 69 of Río Piedras (the “ROFR Parcel”) and the Buildings A1, A2, A3, B1, B2, C and other improvements located on the ROFR Parcel (the “ROFR Improvements”; and together with the ROFR Parcel, the “ROFR Parcel and Improvements”), subject to the following terms and conditions:

(i) if Landlord makes or receives a bona fide offer to sell or to purchase the ROFR Parcel and Improvements, which offer is acceptable to Landlord, Landlord shall prior to making or accepting such offer, notify Tenant all of the terms and conditions of such offer;

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(ii) for a period of thirty (30) days following receipt of such notice and provided that Tenant is not in default under the terms and conditions of the Master Lease Agreement or, if in default, has not cured such default within such thirty (30) day period, Tenant shall have the right to purchase the ROFR Parcel and Improvements for the same price and upon the same terms and conditions contained in such offer;

(iii) if Tenant fails to exercise its right of first refusal within the time allowed, Tenant’s right of first refusal shall, subject to subparagraph (v) below, terminate and Landlord shall have the right to sell the ROFR Parcel and Improvements for the same price and upon the same terms and conditions contained in such offer;

(iv) the right of first refusal granted to Tenant shall be in full force and effect during the term of this lease subject to its earlier termination as provided above; and

(v) if Landlord does not close the sale of the ROFR Parcel and Improvements for the amount specified in the bona fide offer referenced in subparagraph (i) above (including all terms and conditions of such offer) within one hundred (180) days of such offer, Landlord must comply with the provisions of this Paragraph 3 again prior to a sale of the ROFR Parcel and Improvements.

4. ATTACHMENTS:

a. Space Plans—Attachments A

[signature page follows]

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	Tenant		Landlord
	EVERTEC, INC.	BANCO POPULAR DE PUERTO RICO
By:	/s/ Félix M. Villamil	By:	/s/ Ileana Gonzalez
		By:	/s/ Jamie Nazario

[Signature Page to Third Cupey Center Lease Amendment]

EX-10.59

EXHIBIT 10.59

EXECUTION COPY

This EMPLOYMENT AGREEMENT by and between EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”), and Miguel Vizcarrondo (“Executive”) (collectively the “Parties”) is made as of October 1, 2010 (the “Effective Date”).

WHEREAS, the Parties desire to enter into this employment agreement (the “Agreement”) pursuant to the terms, provisions and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:

1. Employment Period.

Subject to earlier termination in accordance with Section 3 of this Agreement, Executive shall be employed by the Company for a period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (the “Employment Period”) unless the parties mutually agree to extend the term at least 90 days prior to the end of the Employment Period. Upon Executive’s termination of employment with the Company for any reason, Executive shall immediately resign all positions with the Company or any of its subsidiaries or affiliates, including any position as a member of the Company’s Board of Directors.

2. Terms of Employment.

(a) Position. During the Employment Period, Executive shall serve as Senior Vice President of the Company and will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such positions, including such duties as may be prescribed from time to time by the Board of Directors of the Company (the “Board”) or the Company’s President and Chief Executive Officer (the “CEO”). Executive shall report directly to CEO and if reasonably requested by the CEO or the Board, Executive hereby agrees to serve (without additional compensation) as an officer and director of the Company or any affiliate or subsidiary thereof.

(b) Duties. During the Employment Period, Executive shall have such responsibilities, duties, and authority that are customary for his position, subject at all times to the control of the Board, and shall perform such services as customarily are provided by an executive of a corporation with his position and such other services consistent with his position, as shall be assigned to him from time to time by the Board. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of his business time to the business and affairs of the Company and to use Executive’s commercially reasonable efforts to perform faithfully, effectively and efficiently his responsibilities and obligations hereunder. The Executive shall be entitled to engage in charitable and educational activities and to manage his personal and family investments, to the extent such activities are not competitive with the business of the Company, do not interfere with the performance of his duties for the Company and are otherwise consistent with the Company’s governance policies.

(c) Compensation.

(i) Base Salary. During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to One Hundred and Ninety Thousand Dollars ($190,000), less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to annual review by the Board, in its sole discretion; for possible increase and any such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement.

(ii) Annual Bonus. During the Employment Period, the Company shall establish the budget and performance parameters for the bonus plan for each fiscal year of the Company (each, the “Plan”) pursuant to which Executive will be eligible to receive an annual bonus (the “Bonus”). Executive shall be eligible to receive a Bonus of up to 70% of Annual Base Salary consisting of (A) a bonus equal to 30% of Annual Base Salary (“Target Bonus”) that shall be contingent upon attainment of the Company’s budget as established by the Board and (B) a bonus equal to 40% of Annual Base Salary contingent upon the achievement of qualitative and quantitative performance goals established by the Board. The Bonus shall be paid in the year following the fiscal year to which the Bonus relates provided that the Compensation Committee certifies that the Company has achieved the applicable performance objectives and determines the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable fiscal year. The Compensation Committee’s certification will be as soon as practicable following receipt of the audited financial statements, but no later than ninety (90) after the receipt of such statements.

(iii) Equity.

(1) Investment Equity. Executive shall invest 50% of the after-tax proceeds of any bonus received in connection with the transaction contemplated by that certain Agreement and Plan of Merger, dated July 1, 2010, among Popular, Inc., AP Carib Holdings Ltd., Carib Acquisition, Inc., and the Company (the “Transaction”). Such investment (x) shall be in non-voting common stock of the Carib Holdings, Inc. (“Common Stock”) that is economically equivalent to the securities acquired by AP Carib Holdings, Ltd. (“Apollo”) and (y) shall be made at a valuation equal to Apollo’s investment valuation.

(2) Options. As soon as practicable following the Effective Date, Executive shall be granted options to purchase 0.45% of the shares of Common Stock outstanding as of the closing of the Transaction, subject to the terms of the applicable award agreement and the Carib Holdings, Inc. 2010 Equity Incentive Plan.

(iv) Benefits. During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other executives of the Company (except severance plans, policies, practices, or programs) subject to the eligibility criteria set forth therein, as such may be amended or terminated from time to time. The benefits and perquisites provided to Executive will be substantially comparable in the aggregate to the benefits and perquisites that Executive enjoyed as of the closing of the Transaction. In addition, the Company shall provide Executive with directors and officers insurance coverage at least equal to that provided to other Company directors and officers.

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(v) Expenses. During the Employment Period, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of his duties hereunder provided that Executive provides all necessary documentation in accordance with the Company’s policies.

3. Termination of Employment.

(a) Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 9(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, “Disability” means Executive’s inability to perform his duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

(b) Cause. Executive’s employment may be terminated at any time by the Company for “Cause” (as defined below). For purposes of this Agreement, “Cause” shall mean Executive’s (i) commission of a felony or a crime of moral turpitude, (ii) engaging in conduct that constitutes fraud or embezzlement, (iii) engaging in conduct that constitutes gross negligence or willful gross misconduct that results or could reasonably be expected to result in harm to the Company’s business or reputation, (iv) breach of any material terms of Executive’s employment, including this Agreement, which results or could reasonably be expected to result in harm to the Company’s business or reputation or (v) continued willful failure to substantially perform duties as senior vice president. Executive’s employment shall not be terminated for “Cause” within the meaning of clauses (vi) and (v) above unless Executive has been given written notice by the Board stating the basis for such termination and Executive is given fifteen (15) days to cure, to the extent curable, the neglect or conduct that is the basis of any such claim.

(c) Termination Without Cause. The Company may terminate Executive’s employment hereunder without Cause at any time.

(d) Good Reason. Executive’s employment may be terminated at any time by Executive for Good Reason upon 60 days’ prior written notice following the occurrence of the event giving rise to the termination for Good Reason. For purposes of this Agreement, “Good Reason” means voluntary resignation after any of the following actions taken by the Company without Executive’s written consent: (i) any material failure of the Company to fulfill its obligations under Executive’s employment agreement, (ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Company, including, without limitation, removing Executive from the position of Senior Vice President, (iii) a material reduction in Executive’s then current Base Salary and Target Annual Bonus (not including any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate), (iv) the relocation of Executive’s primary office to a location more than 25 miles from the prior location that materially increases Executive’s commute to work or (v) the failure of any successor to all or substantially all of the

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Company’s assets to assume this Agreement, whether in writing or by operation of law; provided, that any such event shall not constitute Good Reason unless and until Executive shall have provided the Company with notice thereof no later than 30 days following Executive’s knowledge of the occurrence of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice.

(e) Voluntary Termination. Executive’s employment may be terminated at any time by Executive without Good Reason upon 30 days’ prior written notice.

(f) Termination as a Result of Expiration of the Employment Period. Unless otherwise agreed between the parties, Executive’s employment shall automatically terminate upon the expiration of the Employment Period.

(g) Notice of Termination. Any termination by the Company for Cause or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with
Section 9(g). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the “Date of Termination” (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(h) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination (in the case of a termination with or without Good Reason, provided such Date of Termination is in accordance with Section 3(d) or Section 3(e)) or any later date specified therein pursuant to Section 3(g), as the case may be, (ii) if Executive’s employment is terminated by reason of death, the date of death, and (iii) the expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration.

4. Obligations of the Company upon Termination.

(a) With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:

(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15^th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to

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the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, (D) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and

(ii) Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in accordance with Puerto Rico’s Law 80 severance formula in effect as of the closing of the Transaction (the “Severance Payment”). The Severance Payment shall be made in a lump sum no later than ten (10) days after Executive after Executive executes the release described in Section 4(e).

(b) Death or Disability. If Executive’s employment shall be terminated by reason of the Executive’s death or Disability, then the Company will provide Executive with the Accrued Obligations. Thereafter, the Company shall have no further obligation to Executive or his legal representatives.

(c) Cause; Other than for Good Reason. If Executive’s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall have no further obligations to Executive other than for payment of the Accrued Obligations.

(d) Expiration of the Employment Period. If Executive’s employment shall be terminated by reason of the expiration of the Employment Period as result of the Company’s non-extension, then the Company will provide Executive with the Accrued Obligations , the Prorated Bonus and continued payment of Base Salary for a period of six months in accordance with the Company’s payroll practices (the “Salary Continuation”). If Executive’s employment shall be terminated by reason of the expiration of the Employment Period as result of the Executive’s non-extension, then the Company will provide Executive with the Accrued Obligations. Thereafter, in either event, the Company shall have no further obligation to Executive or his legal representatives.

(e) Separation Agreement and General Release. The Company’s obligation to make the Severance Payment or to pay the Salary Continuation is conditioned on Executive’s or his legal representative’s executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment, against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five (5) days following the Date of Termination; provided, that, if Executive should fail to execute (or revokes) such release within 60 days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment or the Salary Continuation. If Executive executes the release within such 60 day period and does not revoke the release within seven (7) days following the execution of the release, the Severance Payment will be made in accordance with Section 4(a)(ii) or the Salary Continuation shall commence at such time, as applicable.

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5. Restrictive Covenants.

(a) In consideration of Executive’s employment and receipt of payments hereunder, including, without limitation, the grant of options under Section 2(c), during the period commencing on the Effective Date and ending twelve (12) months after the Date of Termination, Executive shall not directly, or indirectly through another person, (x) induce or attempt to induce any employee, representative, agent or consultant of the Company or any of its Affiliates or subsidiaries to leave the employ or services of the Company or any of its affiliates or subsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates or subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of the Company or any of its affiliates or subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place or (z) directly or indirectly call on, solicit or service any customer, supplier, licensee, licensor, representative, agent or other business relation of the Company or any of its affiliates or subsidiaries in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company or any of its affiliates or subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, representative, agent or business relation of the Company or any of its affiliates or subsidiaries. No action by another person or entity shall be deemed to be a breach of this provision unless the Executive directly or indirectly assisted, encouraged or otherwise counseled such person or entity to engage in such activity.

(b) Non-Competition. Executive hereby acknowledges that it is familiar with the Confidential Information (as defined below) of the Company and its subsidiaries. Executive acknowledges and agrees that the Company would be irreparably damaged if Executive were to provide services to any person competing with the Company or any of its affiliates or subsidiaries or engaged in a similar business and that such competition by Executive would result in a significant loss of goodwill by the Company. Therefore, Executive agrees that during the period commencing on the Effective Date and ending on the first anniversary of the Date of Termination (the “Non-Compete Period”), Executive shall not (and shall cause each of his or its affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, in the Commonwealth of Puerto Rico, in the business of the Company and its subsidiaries as currently conducted or proposed to be conducted as of the Date of Termination; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such persons has any active participation in the business of such corporation.

(c) Non-Disclosure; Non-Use of Confidential Information. Executive shall not disclose or use at any time, either during his employment with the Company or at any time thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly

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related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company. Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of his employment with the Company, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the “Work Product” (as defined in Section 5(e)(ii)) of the business of the Company Group that Executive may then possess or have under his control.

(d) Proprietary Rights. Executive recognizes that the Company Group possesses a proprietary interest in all Confidential Information and Work Product and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company Group and Executive in writing. Executive expressly agrees that any Work Product made or developed by Executive or his agents during the course of Executive’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of and inure to the exclusive benefit of the Company Group. Executive further agrees that all Work Product developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of his employment with the Company, or involving the use of the time, materials or other resources of the Company Group, shall be promptly disclosed to the Company Group and shall become the exclusive property of the Company Group, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

(e) Certain Definitions.

(i) As used herein, the term “Confidential Information” means information that is not generally known to the public (but for purposes of clarity, Confidential Information shall never exclude any such information that becomes known to the public because of Executive’s unauthorized disclosure) and that is used, developed or obtained by the Company Group in connection with its business, including, but not limited to, information, observations and data obtained by Executive while employed by the Company Group concerning (A) the business or affairs of the Company Group, (B) products or services, (C) fees, costs and pricing structures, (D) designs, (E) analyses, (F) drawings, photographs and reports, (G) computer software, including operating systems, applications and program listings, (H) flow charts, manuals and documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (L) customers and clients and customer or client lists, (M) other copyrightable works, (N) all production methods, processes, technology and trade secrets, and (O) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public (except as a result of Executive’s unauthorized disclosure) prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

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(ii) As used herein, the term “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Company Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.

6. Non-Disparagement.

During the Employment Period and at all times thereafter, neither Executive nor his agents, on the one hand, nor the Company formally, or its executives or board of directors, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Executive or his agents, Company Group, any of Company Group’s officers, directors or employees, Apollo or any affiliate thereof). The foregoing shall not be violated by truthful responses to (i) legal process or governmental inquiry or (ii) by private statements to Company Group or any of Company Group’s officers, directors or employees; provided, that in the case of Executive, with respect to clause (ii), such statements are made in the course of carrying out his duties pursuant to this Agreement.

7. Confidentiality of Agreement.

The Parties agree that the consideration furnished under this Agreement, the discussions and correspondence that led to this Agreement, and the terms and conditions of this Agreement are private and confidential. Except as may be required by applicable law, regulation, or stock exchange requirement, neither Party may disclose the above information to any other person or entity without the prior written approval of the other.

8. Executive’s Representations, Warranties and Covenants.

(a) Executive hereby represents and warrants to the Company that:

(i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive;

(ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;

(iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person;

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(iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms;

(v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and

(vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date.

(b) The Company hereby represents and warrants to Executive that:

(i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company;

(ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject;

(iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and

(iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

9. General Provisions.

(a) Severability. It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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(b) Entire Agreement and Effectiveness. Effective as of the Effective Date, this Agreement embodies the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way (excluding any stock options or awards granted under any equity compensation plans maintained by the Company).

(c) Successors and Assigns.

(i) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(d) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PUERTO RICO, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PUERTO RICO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF PUERTO RICO TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF PUERTO RICO WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(e) Enforcement.

(i) Arbitration. Except for disputes arising under Sections 5 and 6 of this Agreement (including, without limitation, any claim for injunctive relief), any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the Parties are unable to resolve by mutual agreement, shall be settled by submission by either Executive or the Company of the controversy, claim or dispute to binding arbitration in New York (unless the Parties agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be accompanied by a reasoned

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opinion, and shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. The Company will bear the totality of the arbitrator’s and administrative fees and costs. Each party shall bear its or his litigation costs and expenses; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs. Upon the request of any of the parties, at any time prior to the beginning of the arbitration hearing the parties may attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association. The Company will bear the totality of the mediator’s and administrative fees and costs.

(ii) Remedies. All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.

(iii) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(f) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(g) Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service.

If to the Company, to:

EVERTEC,Inc.

Evertec, Inc.

Carr #176, Km 1.3

Cupey Bajo, Rio Piedras Puerto Rico 00926

P.O. Box 364527

San Juan, Puerto Rico 00936-4527

Telephone: (787) 759-9999

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with a copy (which shall not constitute notice) to:

Apollo Management VII, L.P.

9 West 57^th Street

New York, NY 10019

Attention: Marc Becker

Telephone: 212-515-3200

Facsimile: 212-515-3263

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Facsimile: (212) 872-1002

Attention: Adam Weinstein, Esq.

If to Executive, to:

Executive’s home address most recently on file with the Company.

(h) Withholdings Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(i) Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive the consummation of the transactions contemplated hereby indefinitely.

(j) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. All references to a “Section” in this Agreement are to a section of this Agreement unless otherwise noted.

(k) Construction. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(l) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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EXECUTION COPY

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

EVERTEC, INC.
By:	/s/ Félix M. Villamil Pagani
Name:	Félix M. Villamil Pagani
Title:	President

MIGUEL VIZCARRONDO
Signature:	/s/ Miguel Vizcarrondo

EX-10.60

EXHIBIT 10.60

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (“Amendment”) is entered into as of February 22, 2012, by and between EVERTEC, Inc. (the “Company”), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, and Miguel Vizcarrondo (“Executive” and together with the Company, the “Parties”).

W I T N E S S E T H :

WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated as of October 1, 2010 (the “Employment Agreement”), pursuant to which Executive currently serves as Senior Vice President of the Company;

WHEREAS, the Company desires to promote Executive to the position of Executive Vice President of the Company;

WHEREAS, in connection with such promotion, the Parties desire to amend certain terms of the Employment Agreement as set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Section 2(a) of the Employment Agreement is hereby amended by deleting the term “Senior Vice President” and inserting the term “Executive Vice President” in its place.

2. Section 2(c)(i) of the Employment Agreement is hereby amended by deleting the term “One Hundred and Ninety Thousand Dollars ($190,000)” and inserting the term “Two Hundred and Thirty Five Thousand Dollars ($235,000)” in its place.

3. Section 2(c)(ii) of the Employment Agreement is hereby amended by deleting the terms “70%” and “40%” and inserting the terms “75%” and “45%” in the applicable respective place.

4. Section 3(b) of the Employment Agreement is hereby amended by deleting the term “senior vice president” in clause (v) thereof and inserting the term “Executive Vice President” in its place.

5. Except as expressly modified by this Amendment, the terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

6. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Puerto Rico, without giving effect to any choice of law or conflicting provision or rule (whether of the Commonwealth of Puerto Rico or any other jurisdiction) that would cause the laws of any jurisdiction other than the Commonwealth of Puerto Rico to be applied.

7. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

EVERTEC, INC.
By:	/s/ Luisa Wert Serrano
Name:	Luisa Wert
Title:	SVP

EXECUTIVE
By:	/s/ Miguel Vizcarrondo
	Miguel Vizcarrondo

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of EVERTEC, Inc. of our reports dated April 6, 2011 with respect to the financial statements of EVERTEC Business Group (Predecessor) and October 23, 2012 with respect to the financial statements and financial statement schedule of EVERTEC Intermediate Holdings, LLC and its subsidiaries (Successor) We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Juan, Puerto Rico

February 6, 2013