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
		 	lfranceschi@evertecinc.com	 	solivero@evertecinc.com	 	ozinoveev@bppr.com
		 	787-553-6571	 	+58 212-958-9211	 	787-756-3955
				
	Level Two	 	Maria Gois	 	Aida Medina	 	Felix Fernández
		 	mgois@evertecinc.com	 	amedina@evertecinc.com	 	ffernandez@bppr.com
		 	787-392-4291	 	+58 212-958-9211	 	787-756-3955
				
	Level Three	 	Miguel Mercado	 	Aida Medina	 	Iván Pagán
		 	mmercado@evertecinc.com	 	amedina@evertecinc.com	 	ipagan@bppr.com
		 	787-773-5300	 	+58 212-958-9211	 	787-756-3955


  
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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: (787)
759-9999
 Email: mmercado@evertecinc.com

 
	 	 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: +58 212-958-9211

Email: amedina@evertecinc.com

	 Copy to: Shannah Urbauer, Esq.

Email: urbauer@evertecinc.com
  
	 	
	 If to POPULAR:
  

Popular, Inc.
 209 Mũnoz Rivera
Avenue
 Hato Rey, Puerto Rico 00918

Attention: Iván Pagán
 Telephone:
(787) 756-3955
 Email: ipagan@bppr.com

 
	 	
	 Copy to: Ignacio Alvarez, Esq.

Email: igalavarez@bppr.com
	 	


  
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