8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 30, 2011

First BanCorp.
__________________________________________
(Exact name of registrant as specified in its charter)

Puerto Rico	001-14793	66-0561882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1519 Ponce de Leon Ave., PO Box 9146, San Juan, Puerto Rico		00908-0146
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 787-729-8041

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

We are filing this Amendment No. 2 to our Current Report on Form 8-K originally filed with the Securities and Exchange Commission on June 2, 2011 to file the Expense Reimbursement Agreement between First BanCorp and Thomas H. Lee Partners, L.P.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

10.2 Expense Reimbursement Agreement between First BanCorp and Thomas H. Lee Partners, L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	First BanCorp.
July 20, 2011	By:	/s/ Lawrence Odell
		Name: Lawrence Odell
		Title: Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.2	Expense Reimbursement Agreement between First BanCorp and Thomas H. Lee Partners, L.P.

EX-10.2

[Thomas H. Lee Partners, L.P. Letterhead]

May 26, 2011

First BanCorp

1519 Ponce de León Avenue, Stop 23

Santurce, Puerto Rico 00908

Ladies and Gentlemen,

This letter (the “Letter”) is being entered into in connection with discussions between First BanCorp (the “Company”) and Thomas H. Lee Partners, L.P. (together with its affiliates and associated funds, “THL”) regarding a possible transaction pursuant to which THL may choose to invest in the Company (the “Transaction”). This letter supersedes the previous agreement between the Company and THL dated May 4, 2011.

Section 1. Expenses

In light of the substantial commitment of resources by THL in considering a Transaction, the Company shall reimburse THL on demand (or, to the extent requested by THL, pay such costs, fees and expenses directly to the relevant third party provider) for all reasonable out-of-pocket costs, fees and expenses incurred by THL and for the time and expense of THL in the course of its activities with respect to the Company and any Transaction (regardless of whether incurred before, on or after the date hereof and regardless of whether or not THL and the Company enter into an agreement with respect to or consummate a Transaction). In the event a Transaction is not consummated, the amounts to be paid by the Company in accordance with this Letter shall not exceed, in the aggregate, $2 million. In the event a Transaction is consummated, the amounts to be paid by the Company at Closing in accordance with this Letter shall equal, in the aggregate, $4 million.

Section 2. No Obligation to Consummate Transaction

Nothing in this letter agreement shall be construed as an obligation of either of the parties hereto to proceed with the Transaction. Each of THL and the Company shall be free for any reason to withdraw from discussions and not continue to pursue the Transaction, without obligation or liability to the other or to any other person, provided that this will not affect the Company’s other obligations hereunder.

Section 3. Governing Law

THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE (WITHOUT REGARD, TO THE FULLEST EXTENT PERMITTED BY LAW , TO ANY CONFLICT OF LAWS RULES THAT MIGHT APPLY THE LAWS OF ANY OTHER JURISDICTION).

Section 4. Miscellaneous

This Letter may be amended, and compliance with any term hereof may be waived, only by an instrument in writing executed by the parties. This Letter may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Letter shall become binding when one or more counterparts of this Letter, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

We look forward to working with you. Please confirm your agreement with the foregoing by signing and returning to us a copy of this agreement.

Very truly yours,

Thomas H. Lee Partners, L.P.

Address: 100 Federal Street Boston, MA 02110

By: /s/ Thomas M. Hagerty
Name: Thomas M. Hagerty
Title: Managing Director

Accepted and agreed to as of the date first written above:

First BanCorp

By: /s/ Lawrence Odell
Name: Lawrence Odell
Title: General Counsel, EVP