REGISTRATION RIGHTS AGREEMENT by and among EVERTEC, Inc., Guarantors Listed on Schedule I hereto and Banc of America Securities LLC, as Representative of the Initial Purchasers Dated as of September 30, 2010Registration Rights Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2010, by and among EVERTEC, Inc., a Puerto Rico corporation (the “Company”), the guarantors signatory hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, as representative of the several initial purchasers (collectively, the “Initial Purchasers” named on schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 11 % Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EVERTEC, INC. as Issuer and the Guarantors party hereto 11% Senior Notes due 2018 INDENTURE Dated as of September 30, 2010 Wilmington Trust FSB, as TrusteeSupplemental Indenture • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
INDENTURE dated as of September 30, 2010 among EVERTEC, INC., a Puerto Rico corporation (the “Issuer”), the Guarantors party hereto from time to time (the “Note Guarantors”) and WILMINGTON TRUST FSB, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of September 30, 2010 Among CARIB HOLDINGS, INC., as Holdings, EVERTEC, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline...Credit Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
CREDIT AGREEMENT dated as of September 30, 2010 (this “Agreement”), among CARIB HOLDINGS, INC., a Puerto Rico corporation (“Holdings”), EVERTEC, INC., a Puerto Rico corporation (“Borrower”), the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as administrative agent and collateral agent for the Lenders, Swingline Lender and L/C Issuer.
CARIB HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
THIS STOCK OPTION AGREEMENT, made as of this day of (the “Date of Grant”), by and between Carib Holdings, Inc. (the “Company”) and the grantee whose name appears on the signature page hereto (the “Participant”).
ContractExecution • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
This EMPLOYMENT AGREEMENT by and between EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”), and Jorge R. Hernandez (“Executive”) (collectively the “Parties”) is made as of October 1, 2010 (the “Effective Date”).
COLLATERAL AGREEMENT dated and effective as of September 30, 2010 among CARIB HOLDINGS, INC., as Holdings, EVERTEC, Inc., as Borrower, each Subsidiary of EVERTEC, Inc. identified herein, and BANK OF AMERICA, N.A., as Collateral AgentCollateral Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
COLLATERAL AGREEMENT dated and effective as of September 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CARIB HOLDINGS, INC., a Commonwealth of Puerto Rico corporation (“Holdings”), EVERTEC, INC., a Commonwealth of Puerto Rico corporation (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Agent”) for the Secured Parties (as defined below).
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 11, 2011 between CARIB HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”) and INVESTOR, as set forth on the signature page to this...Adoption Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
WHEREAS, pursuant to the terms and conditions set forth in that certain Agreement and Plan of Merger dated as of 11:59 p.m. on June 30, 2010 (as amended, the “Merger Agreement), by and among AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands (“AP Carib”), Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Popular”), EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), and Carib Acquisition, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico, immediately following the Effective Time (as defined in the Merger Agreement) each of AP Carib and Popular contributed their respective share of EVERTEC’s outstanding equity interests to the Company, and the Company thereby acquired all of the equity interests in EVERTEC (such contributions, the “Transaction”);
CARIB HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
THIS STOCK OPTION AGREEMENT (the “Agreement”), made as of this 5th day of April, 2011 (the “Date of Grant”), by and between Carib Holdings, Inc. (the “Company”) and Nathaniel Lipman (the “Optionee”).
AMENDED AND RESTATED INDEPENDENT SALES ORGANIZATION SPONSORSHIP AND SERVICES AGREEMENTSponsorship and Services Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
This Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (this “Agreement”), effective as of this 30th day of September, 2010 (the “Effective Date”) is entered into by and between EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”) and BANCO POPULAR DE PUERTO RICO, a bank organized under the laws of the Commonwealth of Puerto Rico (“BPPR”).
CARIB HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
THIS STOCK OPTION AGREEMENT (the “Agreement”), made as of this 5th day of April, 2011 (the “Date of Grant”), by and between Carib Holdings, Inc. (the “Company”) and the Thomas M. White 2006 Trust (the “Optionee”).
GUARANTEE AGREEMENTGuarantee Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
Promissory Note and Forgivable Loan, Stock Pledge AgreementStock Pledge Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
This Forgivable Loan, Promissory Note and Stock Pledge Agreement (the “Note”) sets forth the terms and conditions of the forgivable loan to be made to Felix M. Villamil (the “Executive”) by EVERTEC, Inc. (“EVERTEC”) and, subject to the terms set forth in this Note, payable by the Executive to EVERTEC.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
AMENDMENT NO. 1, dated as of March 3, 2011 (this “Amendment”), to the Credit Agreement, dated as of September 30, 2010 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among EVERTEC, Inc. (the “Borrower”), the guarantors party thereto, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), Swingline Lender and L/C Issuer. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
ContractConsulting Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
CONSULTING AGREEMENT (this “Agreement”) dated as of September 30, 2010, between CARIB HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Carib Holdings”), EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC” and together with Carib Holdings, the “Companies”) and APOLLO MANAGEMENT VII, L.P., a Delaware limited partnership (“Apollo”).
ContractConsulting Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • New York
CONSULTING AGREEMENT (this “Agreement”) dated as of September 30, 2010, between CARIB HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Carib Holdings”), EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC” and together with Carib Holdings, the “Companies”) and POPULAR, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Popular”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG POPULAR, INC., AP CARIB HOLDINGS, LTD., CARIB ACQUISITION, INC. AND EVERTEC, INC.Agreement and Plan of Merger • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima
This Amendment, dated August 5, 2010 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of 11:59 P.M., June 30, 2010, among (i) Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Stockholder”), (ii) AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands with limited liability (“Parent”), (iii) Carib Acquisition, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Merger Sub”) and (iv) EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”) (as so amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
ContractAdoption Agreement • April 14th, 2011 • TII Smart Solutions, Sociedad Anonima • Puerto Rico
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 5, 2011 between CARIB HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”) and INVESTOR, as set forth on the signature page to this Agreement (“Investor”).
