HNC SOFTWARE INC/DE
EXHIBIT 10.03
<DOCUMENT>
<TYPE>EX-10.03
<SEQUENCE>5
<FILENAME>a75096ex10-03.txt
<DESCRIPTION>EXHIBIT 10.03
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.03

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 11, 2001, by and between HNC SOFTWARE INC., a Delaware
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                    RECITALS
                                    --------

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of July 11, 1997, as amended from time to time ("Credit Agreement").

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:

     1.  Section 1.1.(a) is hereby amended by deleting "July 11, 2001" as the
last day on which Bank will make advances under the Line of Credit, and by
substituting for said date "July 11, 2003," with such change to be effective
upon the execution and delivery to Bank of a promissory note substantially in
the form of Exhibit A attached hereto (which promissory note shall replace and
be deemed the Line of Credit Note defined in and made pursuant to the Credit
Agreement) and all other contracts, instruments and documents required by Bank
to evidence such change.

     2.  Section 1.2.(a) is hereby deleted in its entirety, and the following
substituted therefor:

               "(a)  Foreign Exchange Facility. Subject to the terms and
          conditions of this Agreement, Bank hereby agrees to make available to
          Borrower a facility (the "Foreign Exchange Facility") under which
          Bank, from time to time up to and including July 11, 2003, will enter
          into foreign exchange contracts for the account of Borrower for the
          purchase and/or sale by Borrower in United States dollars of any
          currency approved by Bank; provided however, that the maximum amount
          of all outstanding foreign exchange contracts shall not at any time
          exceed an aggregate of Three Million Five Hundred Thousand United
          States Dollars (US$3,500,000.00). No foreign exchange contract shall
          be executed for a term in excess of twelve (12) months or for a term
          which extends beyond December 11, 2003. Borrower shall have a
          "Delivery Limit" under the Foreign Exchange Facility not to exceed at
          any time the aggregate principal amount of Seven Hundred Thousand
          United States Dollars (US$700,000.00), which Delivery Limit reflects
          the maximum principal amount of Borrower's foreign exchange contracts
          which may mature during

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     any two (2) day period. All foreign exchange transactions shall be subject
     to the additional terms of a Foreign Exchange Agreement, substantially in
     the form of Exhibit B attached hereto ("Foreign Exchange Agreement"), all
     terms of which are incorporated herein by this reference."

3.   Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

4.   Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event
of Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

                                       WELLS FARGO BANK,
HNC Software Inc.                       NATIONAL ASSOCIATION

By: /s/ Kenneth J. Saunders            By:
    -----------------------               ---------------------------
    Kenneth J. Saunders                   Alva Diaz
    Chief Financial Officer               Vice President

By: /s/ John Mutch
    -----------------------
    John Mutch
    Chief Executive Officer























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