ex4.htm


    EXHIBIT
4.1

    


    


    AMENDMENT
NO. 1

    dated
as of May 21, 2009

    to

    RIGHTS
AGREEMENT

    dated
as of August 9, 2001

    between

    Fair
Isaac Corporation (formerly Fair, Isaac and Company, Inc.)

    and

    Mellon
Investor Services LLC

    


    Amendment
No. 1, dated as of May 21, 2009 (this “Amendment”), to the Rights Agreement,
dated as of August 9, 2001 (the "Rights Agreement") between Fair Isaac
Corporation (formerly Fair, Isaac and Company, Inc.), a Delaware corporation
(the "Company"), and Mellon Investor Services LLC, a New Jersey limited
liability company.

     

    WHEREAS,
the Distribution Date has not occurred;

     

    WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
may, prior to the Distribution Date, supplement or amend the Rights Agreement in
any manner that the Company may deem necessary or desirable;

     

    WHEREAS,
Southeastern Asset Management, Inc. (“Southeastern”) has requested that the
Company amend the Rights Agreement to permit Southeastern, together with its
Affiliates and Associates, to Beneficially Own up to (but less than) 20% of the
outstanding shares of the Common Stock of the Company;

     

    WHEREAS,
Southeastern is contemporaneously entering into a voting agreement with the
Company with respect to the voting of shares Beneficially Owned by Southeastern,
its Affiliates or Associates in excess of 15% of the outstanding shares of the
Common Stock of the Company; and

     

    WHEREAS,
the Board of Directors of the Company has determined that these arrangements are
in the best interests of the Company and its stockholders,

     

    NOW,
THEREFORE, the parties hereto mutually agree as follows:

     

    1.           Capitalized
terms used and not otherwise defined in this Amendment have the meanings
assigned to them in the Rights Agreement.

     

    2.           Amendments.

     

    (a)           Section
1(a)(i) of the Rights Agreement is hereby amended to insert the words “(or
twenty percent (20%) in the case of Southeastern (as defined below) so long as
Southeastern complies with clause 1(a)(iv)(B) hereof)” after the words “less
than fifteen percent (15%)” and before the words “of the outstanding shares of
Common Stock”.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Section
1(a)(iii) of the Rights Agreement is hereby amended to replace the caption
“(iii)” with the caption “(E)” and to delete the word “and” before clause
(iii)(A).

     

    (c)           Section
1(a)(iii)(A) of the Rights Agreement is hereby amended to replace the caption
“(A)” with the caption  “(iii)” and to replace the period at the end
thereof with the following: “; and”.

     

    (d)           Section
1(a) of the Rights Agreement is hereby amended to add a new Section (iv)
immediately after Section (iii) as follows:

     

    (iv)  Southeastern
Asset Management, Inc. (“Southeastern”) and its Affiliates and Associates shall
not be deemed to be an Acquiring Person so long as either:  (A)
Southeastern, together with all Affiliates and Associates of Southeastern,
Beneficially Own less than 15% of the shares of Common Stock of the Company then
outstanding; or (B)(x) Southeastern, together with all Affiliates and Associates
of Southeastern, Beneficially Own less than 20% of the shares of Common Stock of
the Company then outstanding and (y) the voting agreement entered into by and
between the Company and Southeastern on or about May 21, 2009 (the “Voting
Agreement”), with respect to the voting of shares Beneficially Owned by
Southeastern, its Affiliates or Associates in excess of 15% of the outstanding
shares of the Common Stock of the Company, is in full force and effect, and
Southeastern has complied with all of its obligations thereunder.  The
Company shall give the Rights Agent prompt written notice if at any time the
Voting Agreement ceases to be in full force and effect.

     

    3.           Except
as expressly amended by this Amendment, all terms, conditions and other
provisions contained in the Rights Agreement are hereby ratified and reaffirmed
and shall remain in full force and effect.  Without limiting the
foregoing, the Rights Agent shall not be subject to, nor required to interpret
or comply with, or determine if any Person has complied with, the Voting
Agreement, even though reference thereto may be made in this Amendment and the
Rights Agreement.

     

    4.           Upon
execution hereof, each reference in the Rights Agreement to “this Agreement,”
“hereby,” “hereunder,” “herein,” “hereof” or words of similar import referred to
in the Rights Agreement shall mean and refer to the Rights Agreement, as amended
by this Amendment.  In addition, any and all notices, requests,
certificates and other instruments executed and delivered after the date hereof
may refer to the Rights Agreement without making specific reference to this
Amendment but nevertheless reference the Rights Agreement as hereby
amended.

     

    5.           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 to be
performed entirely within such state; provided, however, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such
State.

     

    6.           This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of May 21,
2009.

    


    


    


    
      
        
          
            
              
                	
                        Fair
      Isaac Corporation

                      	 
	 
      	 
	 
      	 
	 
      	 
	By:	
                         /s/   Mark N.
      Greene                                               

                      	 
	
                        Name:  Mark
      N. Greene

                      	 
	
                        Title:     Chief
      Executive Officer

                      	 
	 
      	 
	 
      	 
	 
      	 
	
                        Mellon
      Investor Services LLC,

                        as
      Rights Agent

                      	 
	 
      	 
	 
      	 
	 
      	 
	By:
      	
                        /s/ Joshua P.
      McGinn                                                       

                      	 
	
                        Name:  Joshua
      P. McGinn

                      	 
	
                        Title:     Assistant
      Vice President