exv10w2



 




Exhibit 10.2




FIRST AMENDMENT TO

RIGHTS AGREEMENT

BETWEEN

ONLINE RESOURCES CORPORATION

AND

AMERICAN STOCK TRANSFER & TRUST COMPANY



     This First Amendment to Rights Agreement (the “Amendment”) is made as of
this      day of June, 2003 by and between Online Resources Corporation, a
Delaware corporation (the “Company”), and American Stock Transfer & Trust
Company as rights agent (the “Rights Agent”). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Purchase
Agreement (as defined below).



     WHEREAS, the Company has entered into several Stock Purchase Agreements
dated as of June 6, 2003 by and between the Company and one or more investors
affiliated with Federated Investors, Inc. (the “Purchase Agreements”), pursuant
to which (i) the Company will sell to up to an aggregate of 636,000 shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
(the “Purchased Shares”) and (ii) the Company may be required to issue under
such Purchase Agreements up to an aggregate of 190,800 shares of the Company’s
Common Stock in the event of a Registration Default (as defined in the Purchase
Agreements) (the “Penalty Shares,” and together with the Purchased Shares, the
“Shares”);



     WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of January 11, 2002 (the “Rights Agreement”); and



     WHEREAS, the parties desire to amend the Rights Agreement in connection
with the execution and delivery of the Purchase Agreement and the issuance and
sale of the Shares, and the Company and the Rights Agent have executed and
delivered this Amendment.



     NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:



     1.     The definition of “Acquiring Person” set forth in Section 1(a) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of such definition:



     “Notwithstanding the foregoing, neither Federated Investors, Inc. nor any
affiliate thereof (collectively, “Federated”) shall be or become an Acquiring
Person by reason of (i) the execution or delivery of the Stock Purchase
Agreements dated as of June 6, 2003 by and between the Company and Federated
(the “Purchase Agreements”) or (ii) the purchase (or other receipt) of shares
of Common Stock of the Company pursuant to the terms and conditions of the
Purchase Agreements.”



     2.     The definition of “Stock Acquisition Date” set forth in Section 1(kk)
of the Rights Agreement is hereby amended by adding the following sentence to
the end of such definition:



 







 


     “Notwithstanding anything else set forth in this Agreement, a Stock
Acquisition Date shall not be deemed to have occurred by reason of (i) the
execution or delivery of the Purchase Agreements or (ii) the purchase (or other
receipt) of shares of Common Stock of the Company pursuant to the terms and
conditions of the Purchase Agreements.”



     3.     The definition of “Triggering Event” set forth in Section 1(pp) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of such definition:



     “Notwithstanding anything else set forth in this Agreement, a Triggering
Event shall not be deemed to have occurred by reason of (i) the execution or
delivery of the Purchase Agreements or (ii) the purchase (or other receipt) of
shares of Common Stock of the Company pursuant to the terms and conditions of
the Purchase Agreements.”



     4.     Section 3(a) of the Rights Agreement shall be amended by adding the
following sentence to the end thereof:



     “Notwithstanding anything else set forth in this Agreement, no
Distribution Date shall be deemed to have occurred by reason of (i) the
execution or delivery of the Purchase Agreements or (ii) the purchase (or other
receipt) of shares of Common Stock of the Company pursuant to the terms and
conditions of the Purchase Agreements.”



     5.     The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms, until terminated as
provided in the Rights Agreement as so amended.



     6.     This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made
and performed entirely within such State. This Amendment may be executed in
any number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.




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     IN WITNESS WHEREOF, the parties herein have caused this First Amendment to
be duly executed and attested, all as of the date and year first above written.




	 	 	 	 	 	 	 
	Attest:	 	 	 	ONLINE RESOURCES CORPORATION
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	


	 	 	 	

	Name:	 	
Catherine A. Graham
	 	Name:
	 	Matthew P. Lawlor
	Title:	 	
Executive Vice President and
Chief Financial Officer
	 	Title:
	 	Chairman and Chief Executive
Officer
	 	 	 	 	 	 	 
	Attest:	 	 	 	AMERICAN STOCK TRANSFER &
TRUST COMPANY
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	


	 	 	 	

	Name:	 	 	 	Name:	 	 
	Title:	 	 	 	Title:	 	 





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