Amendment No. 2 dated August 4, 2011 to Investment Agreement



 Exhibit 10.3 
 EXECUTION DRAFT 
 AMENDMENT NO. 2, dated as of August 4, 2011 (this
“Amendment”), to that Investment Agreement, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of June 16, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina
corporation (the “Company”), and Oak Hill Capital Partners III, L.P., a Delaware limited partnership, and Oak Hill Capital Management Partners III, L.P. (together, the “Investor”). Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Agreement. 
 RECITALS 

A. Pursuant to Section 6.4 of the Agreement, the Company and the Investor may amend the Agreement in writing; and 

B. The parties desire to make certain amendments to the Agreement as set forth below. 

NOW, THEREFORE, in consideration of the foregoing mutual covenants contained in this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree to amend the Agreement as follows: 
  

	1.	Amendments. 

 (a) Recital
A is hereby amended and restated in its entirety as follows: 
 A. The Investment. The Company intends to issue and sell
to the Investor, and the Investor intends to purchase from the Company, on the terms and conditions described herein, 493,750,000 shares of common stock of the Company, no par value (the “Common Stock” or “Common
Shares”), at a price of $0.16 per share for aggregate cash consideration of $79.0 million (the “Investment”). The number of Common Shares purchased by the Investor pursuant to this Agreement shall not exceed 23.43% of the
Common Shares outstanding as of the Closing Date after giving effect to the issuance of Common Shares in the Other Private Placements (as defined below), the TARP Exchange and the Granite Merger but excluding any issuance of Common Shares pursuant
to outstanding Company Options and the TARP Warrant (“Pro Forma Basis”) (rounded down to the nearest whole share). 
 (b) Recital B is hereby amended and restated in its entirety as follows: 
 B.
Other Private Placements. The Company intends to issue (i) to Carlyle Financial Services Harbor, L.P (“Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and
the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,750,000 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $79.0 million (the “Investor 2
Investment”), and (ii) in one 







 
or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant
to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million,
with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the
Investor 2 Investment Agreement will not exceed 23.43% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor
pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share). 

(c) Section 1.1 is hereby amended and restated in its entirety as follows: 

1.1 Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the
Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,750,000 shares of Common Stock equal to 23.43% of the Common Shares outstanding at the Closing Date on a Pro
Forma Basis (rounded down to the nearest whole share) at a price of $0.16 per share, for an aggregate cash consideration of $79.0 million (the aggregate purchase price payable pursuant to this Section 1.1, the “Purchase
Price”). 
 (d) The first sentence of Section 3.9(a) is hereby amended by replacing the clause “until the
later of the second anniversary of the Closing Date and the date on which the Investor no longer owns, in the aggregate together with its Affiliates, at least one and one-half percent (1.5%) of the outstanding Common Shares” with the
clause “until the later of the second anniversary of the Closing Date and the date on which the Investor no longer owns, in the aggregate together with its Affiliates, either (A) all shares purchased by the Investor pursuant to this
Agreement or (B) at least one and one-half percent (1.5%) of the outstanding Common Shares”. 
 (e)
Section 3.13(h) is hereby amended and restated in its entirety as follows: 
  

	 	(h)	 The rights of the Investor to registration of Registrable Securities pursuant to Section 3.13(a) (other than the rights of the Investor to
registration of Registrable Securities pursuant to Section 3.13(a)(ii) solely in the case of clause (i)(B) below) may be assigned by the Investor to a transferee or assignee of Registrable Securities to if (i) either (A) there is
transferred to such transferee no less than $10,000,000 in Registrable Securities or (B) such transferee is an Affiliate of the Investor, and (ii) such transfer is permitted under the terms hereof; provided, however, that the transferor
shall, within ten (10) days after such transfer, furnish to the Company 



  
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written notice of the name and address of such transferee or assignee and the number and type of Registrable Securities that are being assigned. 


 

	2.	General. 

 (a) Except as
expressly amended hereby, the Agreement shall remain in full force and effect in accordance with the terms thereof. All references in the Agreement to “this Agreement” shall be deemed to refer to the Agreement as amended by this Amendment.

 (b) For the convenience of the parties hereto, this Amendment may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as
sufficient as if actual signature pages had been delivered. 
 (c) The provisions of Article 6 (Miscellaneous) of the Agreement
shall apply mutatis mutandis to this Amendment, and to the Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby. 

[Signature page follows.] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly
authorized officers of the parties hereto as of the date first above written. 
  

			
	FNB UNITED CORP.
		
	By:	 	 /s/ R. Larry Campbell

		
	Name:	 	 R. Larry Campbell

		
	Title:	 	 President

	
	OAK HILL CAPITAL PARTNERS III, L.P.
		
	By:	 	OHCP GenPar III, L.P., its general partner
	By:	 	OHCP MGP Partners III, L.P., its general partner
	By:	 	OHCP MGP III, Ltd., its general partner
		
	By:	 	 /s/ Steven B. Gruber

		
	Name:	 	 Steven B. Gruber

		
	Title:	 	 Managing Partner

	
	OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
		
	By:	 	OHCP GenPar III, L.P., its general partner
	By:	 	OHCP MGP Partners III, L.P., its general partner
	By:	 	OHCP MGP III, Ltd., its general partner
		
	By:	 	 /s/ Steven B. Gruber

		
	Name:	 	 Steven B. Gruber

		
	Title:	 	 Managing Partner




  
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