exv10w28






Exhibit 10.28




AMENDMENT NO. 2 TO INVESTMENT AGREEMENT




     This amendment (this “Amendment”) dated as of September 28, 2011, amends the Investment
Agreement, dated as of June 27, 2011, as amended as of July 14, 2011 (the “Investment Agreement”)
among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and each of
the investors (or their assignors) that have signed this Amendment (the “Investors”). The
Investors that have signed this Amendment, or their assignors, are all the entities that signed the
Investment Agreement as Investors, and all the Investors that are signing this Amendment as
assignees have been assigned, and have assumed, all the rights and obligations of their respective
assignors under the Investment Agreement.



     Pursuant to Section 12.13 of the Investment Agreement, the parties hereto amend the Investment
Agreement as follows: Notwithstanding anything to the contrary set forth in the Investment
Agreement, but subject to the satisfaction or waiver of the conditions set forth in the Investment
Agreement, on the Closing Date, the Investors shall purchase their shares of Acquired Common Stock
in two (2) tranches, with (i) the first tranche (the “First Tranche”) consisting of an aggregate
16,600,725 shares of Acquired Common Stock for all Investors together (the “First Tranche Shares”)
and (i) the second tranche (the “Second Tranche”) consisting of an aggregate 3,619,575 shares of
Acquired Common Stock for all Investors together (the “Second Tranche Shares”). For each Investor,
the number of shares of Acquired Common Stock for which such Investor is obligated to purchase and
the Aggregate Purchase Price to be paid by such Investor in connection with each of the First
Tranche and the Second Tranche shall be as set forth below such Investor’s name on its signature
page to this Amendment. The closing of the sale of the First Tranche Shares shall occur
concurrently with the closing of the sale of Common Stock to the Other Investors pursuant to the
Other Investors’ Investor Agreements immediately prior to, or simultaneously with, the conversion
of the Series G Preferred Stock. The closing of the sale of the Second Tranche Shares shall occur
immediately following the conversion of the Series G Preferred Stock into Common Stock. In
addition to the other conditions set forth in the Investment Agreement, (i) it shall be a condition
to each Investor’s obligation to close the sale of the First Tranche Shares that such shares will
not constitute more than 9.9% of the shares of Common Stock that will be outstanding after such
closing and prior to the conversion of the Series G Preferred Stock into Common Stock and (ii) it
shall be a condition to each Investor’s obligation to close the sale of the Second Tranche Shares
that the Acquired Common Stock to be purchased by all Investors under the Investment Agreement will
not constitute more than 9.9% of the shares of Common Stock that will be outstanding after such
closing and after conversion of the Series G Preferred Stock into Common Stock.



     Except as and to the extent expressly modified by this Amendment, the Investment Agreement
shall remain in full force and effect in all respects and the definitions of terms in the
Investment Agreement and the provisions of Article 12 of the Investment Agreement shall
apply, mutatis mutandis, to this Amendment.



     This Amendment and all disputes arising out of or relating to this Amendment and the subject
matter hereof or the actions of the parties hereto in the negotiation, execution, administration,
performance or nonperformance, enforcement, interpretation, termination and construction hereof and
all matters based upon, arising out of or related to any of the foregoing (whether based on
contract, tort or otherwise), including all matters of construction, validity and



 









 




performance, shall be governed by and construed in accordance with the internal laws of the
State of New York, without regard to conflicts of laws principles (whether of the State of New York
or any other jurisdiction) that would apply the laws of any jurisdiction other than the State of
New York.




     This Amendment may be executed in two or more counterparts, some of which may be signed by
fewer than all the parties or may contain facsimile copies of pages signed by some of the parties.
Each of those counterparts will be deemed to be an original copy of this Amendment, but all of them
together will constitute one and the same agreement.



[Signature pages follow]






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          IN WITNESS WHEREOF, the Company and the Investors have executed this Amendment, intending to
be legally bound by it, as of the day shown on the first page of this Amendment.




	 	 	 	 	 	 	 

	 	 	FIRST BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence Odell
 

Lawrence Odell
	 	 
	 

	 	Title:
	 	EVP and General Counsel	 	 






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	 	 	INVESTORS	 	 
	 
	 	 	 	 	 	 
	 	 	Ithan Creek Investors II USB, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman
 

Name: Steven M. Hoffman
	 	 
	 

	 	 	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 401,383

Purchase Price: $1,404,840.50	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 87,517

Purchase Price: $306,309.50	 	 
	 
	 	 	 	 	 	 
	 	 	Bay Pond Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management 

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


	 	/s/ Steven M. Hoffman
 

 Name: Steven M. Hoffman
	 	 
	 

	 	
	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 7,399,282

Purchase Price: $25,897,487.00	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 1,613,318

Purchase Price: $5,646,613.00 _	 	 






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	 	 	Bay Pond Investors USB, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman
 

Name: Steven M. Hoffman
	 	 
	 

	 	 	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 3,876,401

Purchase Price: $13,567,403.50	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 845,199

Purchase Price: $2,958,196.50	 	 
	 
	 	 	 	 	 	 
	 	 	Ithan Creek Investors USB, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman
 

Name: Steven M. Hoffman
	 	 
	 

	 	 	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 2,708,620

Purchase Price: $9,480,170.00	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 590,580

Purchase Price: $2,067,030.00	 	 






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	 	 	Wolf Creek Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman
 

Name: Steven M. Hoffman
	 	 
	 

	 	 	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 1,160,309

Purchase Price: $4,061,081.50	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 252,991

Purchase Price: $885,468.50	 	 
	 
	 	 	 	 	 	 
	 	 	Wolf Creek Investors USB, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By:     Wellington Management

Company, LLP, as investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman
 

Name: Steven M. Hoffman
	 	 
	 

	 	 	 	Title: Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	First Tranche:

Number of Shares: 1,054,730

Purchase Price: $3,691,555.00	 	 
	 
	 	 	 	 	 	 
	 	 	Second Tranche:

Number of Shares: 229,970

Purchase Price: $804,895.00	 	 







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