EX-10.4






[Oak Tree Capital Management, L.P. Letterhead]



June 24, 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 Oaktree Capital Management, L.P. (together with its
affiliates and associated funds, “Oaktree”) regarding a possible transaction pursuant to
which Oaktree may choose to invest in the Company (the “Transaction”).



Section 1. Expenses



In light of the substantial commitment of resources by Oaktree in considering a Transaction, the
Company shall reimburse Oaktree on demand (or, to the extent requested by Oaktree, 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 Oaktree and for the time and expense of Oaktree 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 Oaktree 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 Oaktree 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).



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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,



Oaktree Capital Management, L.P.



Address: 333 S. Grand Avenue



28th Floor



Los Angeles, CA 90071




By:/s/ Michael Harmon

Name: Michael Harmon

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





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