Item 1.01. Entry into a Material Definitive Agreement.

On October 20, 2021, Fair Isaac Corporation (the "Company") entered into an amendment (the "First Amendment") to its Second Amended and Restated Credit Agreement dated as of August 19, 2021 among the Company, the several banks and other financial institutions from time to time parties thereto, Wells Fargo Securities, LLC, as sole lead arranger and bookrunner and Wells Fargo Bank, National Association, as administrative agent (the "Existing Credit Agreement" and as amended, the "Credit Agreement").

The First Amendment provides for an unsecured term loan that will mature on August 19, 2026 in the aggregate principal amount of $300 million (the "Initial Term Loan") with an option for the Company to request additional incremental term loans ("Incremental Term Loans") from time to time, in each case subject to the terms and conditions of the Credit Agreement. The Credit Agreement also provides for a $600 million revolving loan facility (the "Revolving Facility").

The Company is obligated to repay the Initial Term Loan in consecutive quarterly installments equal to $3.75 million commencing March 31, 2022, subject to certain adjustments under the Credit Agreement. The Company may prepay, without premium or penalty, in whole or in part, the Initial Term Loan and any Incremental Term Loans, as applicable. The Initial Term Loan and Incremental Term Loans, as applicable, are subject to customary representations and warranties and financial and other covenants and conditions, including certain customary events of default, consistent with the Existing Credit Agreement.

The Revolving Facility, the Initial Term Loan, and the Incremental Term Loans (collectively, the "Credit Facility") may be increased to an aggregate amount after the date of the First Amendment not to exceed the greater of (a) 100% of EBITDA (as defined in the Credit Agreement) for the most recently ended four consecutive fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 of the Credit Agreement and (b) an amount which, after giving pro forma effect to the incurrence of such increase (assuming such increase is funded on the effective date thereof and after giving effect to any permanent repayment of indebtedness in connection therewith) would not cause the total leverage ratio to exceed a ratio of 0.50 to 1.00 below the applicable maximum total leverage ratio covenant level then in effect under the Credit Facility.

Interest on the Initial Term Loan is calculated in a similar manner as interest under loans borrowed under the Revolving Facility and is based on (i) a base rate, which is the greater of (a) Wells Fargo Bank's base rate, (b) the federal funds rate plus 50 basis points and (c) the one-month Eurodollar rate plus 100 basis points (provided that clause (c) shall not be applicable during any period in which the Eurodollar rate is unavailable or unascertainable), plus, in each case, an applicable margin, or (ii) an adjusted Eurodollar rate, plus an applicable margin (or, if such rate is no longer available, a successor benchmark rate determined in accordance with the terms of the Credit Agreement). The applicable margin for Eurodollar borrowings ranges from 100 to 175 basis points and the applicable margin for base rate borrowings ranges from 0 to 75 basis points. The applicable margin is determined based on the Company's total leverage ratio.

Wells Fargo and the other lenders party to the Credit Agreement may have performed and may continue to perform commercial banking and financial services for the Company and its subsidiaries for which they have received and will continue to receive customary fees.

The First Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit     Description

10.1          First Amendment to Second Amended and Restated Credit Agreement
            among the Company, the several banks and other financial institutions
            from time to time parties thereto, and Wells Fargo Bank, National
            Association, as administrative agent, dated as of October 20, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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