SPSS INC
WAIVER AND 2ND AMEND TO AMENDED & RESTD LOAN AGMT
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>4
<FILENAME>c72889exv10w38.txt
<DESCRIPTION>WAIVER AND 2ND AMEND TO AMENDED & RESTD LOAN AGMT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.38


                         WAIVER AND SECOND AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         THIS WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "AMENDMENT") is dated for reference purposes only as of May 31, 2002, by
and between American National Bank and Trust Company of Chicago, a national
banking association ("BANK"), and SPSS Inc., a Delaware corporation
("BORROWER").

                                    RECITALS:

         A. Bank has made loans and certain other financial accommodations to
Borrower pursuant to the terms of that certain Amended and Restated Loan
Agreement dated as of June 1, 2000, as amended by First Amendment to Amended and
Restated Loan Agreement dated as of January 26, 2001 (collectively, the
"EXISTING LOAN AGREEMENT").

         B. Borrower has failed to satisfy the requirements of Sections 6.1(a)
and 6.1(c) of the Existing Loan Agreement for the fiscal quarters ending
December 31, 2001 and March 31, 2002 (the "EXISTING DEFAULTS"), and Borrower has
requested that Bank waive the Existing Defaults.

         C. Pursuant to the Existing Loan Agreement, Bank has agreed to make a
Revolving B Loan to Borrower, which loan has been paid in full.

         D. Bank has agreed to waive the Existing Defaults on the condition that
(i) Borrower secure the full payment and performance of all existing and future
Borrower's Liabilities by granting to Bank a first priority collateral security
interest in all of Borrower's assets, (ii) amend certain provisions of the
Existing Loan Agreement as provided in this Amendment, (iii) provide for the
termination of Revolving Loan B, and (iv) comply with all other terms and
conditions of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1. Incorporation of Recitals. Borrower hereby represents and warrants
to Bank that the foregoing Recitals are (a) true and accurate, (b) an integral
part of this Amendment and (c) hereby incorporated into this Amendment and made
a part hereof. All terms capitalized but not expressly defined herein shall, for
purposes hereof, have the respective meanings set forth in the Existing Loan
Agreement.

         2. Amendments to Existing Loan Agreement.

         (a) Section 1.1 of the Existing Loan Agreement is hereby amended by
adding the following definitions in appropriate alphabetical order:

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         "ACCOUNT DEBTOR": ANY PERSON WHO IS AND/OR MAY BECOME OBLIGATED TO
         BORROWER UNDER OR ON ACCOUNT OF ACCOUNTS.

         "ACCOUNTS": ALL "ACCOUNTS" (AS SUCH TERM IS DEFINED IN THE UCC), OF
         BORROWER, INCLUDING ALL ACCOUNTS, ACCOUNTS RECEIVABLE, CHATTEL PAPER
         AND CONTRACT RIGHTS OWING TO BORROWER INCLUDING, WITHOUT LIMITATION,
         RIGHTS, LETTERS OF CREDIT, NOTES, INSTRUMENTS AND DOCUMENTS, WHICH
         SHALL INCLUDE, WITHOUT LIMITATION, AMOUNTS DUE OR TO BECOME DUE IN THE
         FUTURE.

         "BORROWING BASE CERTIFICATE": SHALL HAVE THE MEANING ASCRIBED TO THIS
         TERM IN SECTION 6.2(c) HEREIN.

         "ELIGIBLE ACCOUNTS": THOSE ACCOUNTS INCLUDED IN A BORROWING BASE
         CERTIFICATE WHICH, AS OF THE DATE OF SUCH BORROWING BASE CERTIFICATE
         AND AT ALL TIMES THEREAFTER, ARE DETERMINED BY BANK, IN ITS SOLE
         DISCRETION TO BE ELIGIBLE ACCOUNTS AND (i) ARE NOT EXCLUDED FROM
         ELIGIBILITY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.14 AND (ii)
         SATISFY THE AFFIRMATIVE COVENANTS, WARRANTIES AND OTHER PROVISIONS OF
         THIS AGREEMENT AND DO NOT VIOLATE THE NEGATIVE COVENANTS AND OTHER
         PROVISIONS OF THIS AGREEMENT.

         "LOAN AVAILABILITY": THE SUM OF: (i) UP TO EIGHTY PERCENT (80%) OF
         ELIGIBLE ACCOUNTS; MINUS (ii) SUCH RESERVES AS BANK, IN ITS
         COMMERCIALLY REASONABLE BUSINESS JUDGMENT, ELECTS TO ESTABLISH FROM
         TIME TO TIME.


         (b) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Maximum Principal Amount" and substituting the
following therefore:

         "MAXIMUM PRINCIPAL AMOUNT" HAS THE MEANING GIVEN TO SUCH TERM IN
         SECTION 2.1(a).

         (c) Section 2.1(a) of the Existing Loan Agreement is hereby amended in
its entirety to read as follows:

         (a) REVOLVING LOANS. SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BANK
         SHALL MAKE AVAILABLE TO BORROWER REVOLVING LOANS FROM TIME TO TIME IN
         AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED, AT ANY TIME OUTSTANDING,
         THE LESSER OF (i) TWENTY MILLION DOLLARS ($20,000,000), MINUS LETTER OF
         CREDIT USAGE, AND (ii) LOAN AVAILABILITY, MINUS LETTER OF CREDIT USAGE
         (THE "MAXIMUM PRINCIPAL AMOUNT"). THE LOANS SHALL BE FURTHER EVIDENCED
         BY THE REVOLVING A LOANS NOTE. THE LOANS SHALL BE FUNDED AND INTEREST
         SHALL ACCRUE AND BE PAID THEREON IN ACCORDANCE WITH THIS ARTICLE 2. THE
         ENTIRE UNPAID PRINCIPAL BALANCE PLUS ACCRUED BUT UNPAID INTEREST ON THE
         LOANS IS DUE AND PAYABLE ON THE REVOLVING A LOANS MATURITY DATE.

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         (d) Section 2.1(b) of the Existing Loan Agreement is hereby amended in
its entirety to read as follows:

         (b) LETTERS OF CREDIT. IN ADDITION TO THE LOAN MADE PURSUANT TO SECTION
         2.1(a), BORROWER MAY REQUEST, IN ACCORDANCE WITH THE PROVISIONS OF
         ARTICLE 4, FROM TIME TO TIME AND AT ANY TIME PRIOR TO THE REVOLVING
         LOANS A MATURITY DATE, THAT BANK ISSUE LETTERS OF CREDIT FOR THE
         ACCOUNT OF AND ON BEHALF OF BORROWER FOR BORROWER'S WORKING CAPITAL AND
         GENERAL CORPORATE PURPOSES. SUBJECT TO THE TERMS AND CONDITIONS OF THIS
         AGREEMENT AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES OF
         BORROWER HEREIN SET FORTH, BANK SHALL ISSUE SUCH LETTERS OF CREDIT IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 4; PROVIDED THAT BORROWER
         SHALL NOT REQUEST THAT BANK ISSUE (AND BANK SHALL NOT ISSUE): (i) ANY
         LETTER OF CREDIT IF, AFTER GIVING EFFECT TO SUCH ISSUANCE, THE
         OUTSTANDING PRINCIPAL BALANCE OF THE LOAN PLUS THE LETTER OF CREDIT
         USAGE WOULD EXCEED THE MAXIMUM PRINCIPAL AMOUNT; AND (ii) ANY LETTER OF
         CREDIT HAVING AN EXPIRATION DATE LATER THAN NOVEMBER 30, 2003, PROVIDED
         THAT BANK MAY AGREE THAT A LETTER OF CREDIT WILL AUTOMATICALLY BE
         EXTENDED FOR ONE OR MORE SUCCESSIVE PERIODS.

         (e) Section 2.2 of the Existing Loan Agreement is hereby amended in its
entirety to read as follows:

         2.2 MAXIMUM PRINCIPAL AMOUNT. IN THE EVENT THAT THE OUTSTANDING
         PRINCIPAL BALANCE OF THE LOAN PLUS THE LETTER OF CREDIT USAGE EXCEEDS
         THE MAXIMUM PRINCIPAL AMOUNT AT ANY TIME, BORROWER SHALL PAY THE AMOUNT
         OF SUCH EXCESS TO BANK, WITHOUT NOTICE OR DEMAND, AND ANY AMOUNT NOT SO
         PAID SHALL BEAR INTEREST AT THE DEFAULT RATE UNTIL PAID. BORROWER'S
         OBLIGATION TO PAY PRINCIPAL PURSUANT TO THIS SECTION 2.2 SHALL INCLUDE
         (BUT NOT BE LIMITED TO) AN OBLIGATION TO PAY PRINCIPAL IN AN AMOUNT
         REQUIRED TO REDUCE THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN PLUS
         THE LETTER OF CREDIT USAGE TO AN AMOUNT EQUAL TO OR LESS THAN THE
         MAXIMUM PRINCIPAL AMOUNT AT ALL TIMES. THIS IS AN ABSOLUTE OBLIGATION
         TO PAY TO BANK THE AMOUNT OF THE UNPAID PRINCIPAL BALANCE OF THE LOAN
         PLUS THE LETTER OF CREDIT USAGE IN EXCESS OF SAID MAXIMUM PRINCIPAL
         AMOUNT, REGARDLESS OF THE CAUSE OF SUCH EXCESS.

         (f) Section 2.5(a) of the Existing Loan Agreement is hereby amended in
its entirety to read as follows:

         (a) BORROWER SHALL REQUEST AN ADVANCE OF LOAN PROCEEDS BY TELECOPY OR
         TELEPHONIC NOTICE (CONFIRMED IN WRITING IF REQUESTED BY BANK), NOT
         LATER THAN 11:00 A.M. CHICAGO TIME: (i) AT LEAST TWO (2) BUSINESS DAYS
         BEFORE A PROPOSED EURODOLLAR ADVANCE AND (ii) ON THE DAY OF A PROPOSED
         PRIME RATE ADVANCE. EACH BORROWING REQUEST SHALL BE IRREVOCABLE, SHALL
         (TO THE EXTENT REQUESTED BY BANK) BE ACCOMPANIED BY A DULY COMPLETED
         BORROWING BASE

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<PAGE>

         CERTIFICATE, AND SHALL SPECIFY: (w) THE NUMBER AND LOCATION OF THE
         ACCOUNT TO WHICH FUNDS ARE TO BE DISBURSED; (x) THE DATE SUCH ADVANCE
         IS TO BE MADE (WHICH SHALL BE A BUSINESS DAY); (y) THE AMOUNT OF SUCH
         ADVANCE; AND (z) IF APPLICABLE, THE INFORMATION REQUIRED TO ELECT THAT
         SUCH ADVANCE BE A EURODOLLAR ADVANCE, IN COMPLIANCE WITH THE PROVISIONS
         OF SECTIONS 2.10 AND 2.11.

         (g) New Sections 2.14, 2.15, 2.16, 2.17 and 2.18 are hereby added to
the Existing Loan Agreement as follows:

         2.14 ELIGIBLE ACCOUNTS. UPON DELIVERY OF A BORROWING BASE CERTIFICATE,
         BANK SHALL DETERMINE, IN ITS SOLE AND ABSOLUTE DISCRETION AND IN THE
         EXERCISE OF GOOD FAITH, WHICH INDIVIDUAL ACCOUNTS LISTED THEREON ARE
         ELIGIBLE ACCOUNTS. IN MAKING SUCH DETERMINATION, IT IS ACKNOWLEDGED BY
         BORROWER THAT THE FOLLOWING ACCOUNTS WILL NOT BE DEEMED TO BE ELIGIBLE
         ACCOUNTS; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
         LIMIT BANK'S DISCRETION TO CONSIDERATION OF THE FOLLOWING FACTORS:


         (a)  ACCOUNTS WHICH ARE NOT GENUINE IN ALL RESPECTS OR DO NOT ARISE IN
              THE ORDINARY COURSE FROM THE SALE OF GOODS IN ACCORDANCE WITH THE
              ACCOUNT DEBTOR'S SPECIFICATIONS;

         (b)  ACCOUNTS WHICH ARE NOT THE VALID, UNCONDITIONAL, LEGALLY BINDING
              AND ENFORCEABLE OBLIGATIONS OF THE APPLICABLE ACCOUNT DEBTOR;

         (c)  ACCOUNTS WHICH REMAIN UNPAID MORE THAN NINETY (90) DAYS FROM THE
              ORIGINAL INVOICE DATE OR THE SUCH GOODS ARE SHIPPED;

         (d)  ACCOUNTS PAYABLE IN CURRENCIES OTHER THAN THE UNITED STATES;

         (e)  ACCOUNTS WITH RESPECT TO WHICH THE ACCOUNT DEBTOR IS THE BORROWER,
              IS AN AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE
              BORROWER, OR IS A PARENT, A SUBSIDIARY OR AN AFFILIATE OF THE
              BORROWER;

         (f)  ACCOUNTS WITH RESPECT TO WHICH PAYMENT BY THE ACCOUNT DEBTOR IS OR
              MAY BE CONDITIONAL AND ACCOUNTS COMMONLY KNOWN AS BILL AND HOLD OR
              ACCOUNTS OF A SIMILAR OR LIKE ARRANGEMENT;

         (g)  ACCOUNTS OWING BY A SINGLE ACCOUNT DEBTOR OR ITS AFFILIATE (IF
              SUCH AFFILIATE IS KNOWN BY BORROWER TO BE AN AFFILIATE OF SUCH
              ACCOUNT DEBTOR), INCLUDING A CURRENTLY SCHEDULED ACCOUNT, IF
              TWENTY-FIVE PERCENT (25%) OR MORE OF THE BALANCE OWING BY SAID
              ACCOUNT DEBTOR OR ITS AFFILIATE UPON ACCOUNTS REMAINS UNPAID MORE
              THAN NINETY (90) DAYS AFTER INVOICE DATE;

         (h)  ACCOUNTS WITH RESPECT TO WHICH THE ACCOUNT DEBTOR IS NOT A
              RESIDENT OR CITIZEN OF OR OTHERWISE LOCATED IN THE CONTINENTAL
              UNITED STATES OF

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              AMERICA, OR WITH RESPECT TO WHICH THE ACCOUNT DEBTOR IS NOT
              SUBJECT TO SERVICE OF PROCESS IN THE CONTINENTAL UNITED STATES OF
              AMERICA UNLESS PAYMENT OF SUCH ACCOUNT IS SECURED BY A LETTER OF
              CREDIT REASONABLY ACCEPTABLE AND ASSIGNED TO BANK;

         (i)  ACCOUNTS WITH RESPECT TO WHICH THE ACCOUNT DEBTOR IS THE UNITED
              STATES OF AMERICA, ANY STATE, COUNTY, CITY, MUNICIPAL AND/OR OTHER
              GOVERNMENTAL BODY, OR ANY DEPARTMENT, AGENCY OR INSTRUMENTALITY
              THEREOF;

         (j)  ACCOUNTS WITH RESPECT TO WHICH BORROWER IS OR MAY BECOME LIABLE TO
              THE ACCOUNT DEBTOR FOR GOODS SOLD OR SERVICES RENDERED BY SUCH
              ACCOUNT DEBTOR TO BORROWER OR FOR WHICH ANY ACCOUNT DEBTOR SHALL
              OTHERWISE HAVE ANY RIGHT OF OFFSET OR COUNTERCLAIM OR ANY DEFENSE
              TO LIABILITY THEREUNDER (BUT ONLY TO THE AMOUNT OF SUCH OFFSET OR
              CLAIM) UNLESS THE ACCOUNT DEBTOR EXECUTES AND DELIVERS A
              "NO-OFFSET" LETTER IN FORM AND SUBSTANCE ACCEPTABLE TO BANK;

         (k)  ACCOUNTS WITH RESPECT TO WHICH THE GOODS GIVING RISE THERETO HAVE
              NOT BEEN SHIPPED AND DELIVERED TO OR HAVE BEEN AFFIRMATIVELY
              REJECTED AS UNSATISFACTORY BY THE ACCOUNT DEBTOR THEREOF OR WITH
              RESPECT TO WHICH THE SERVICES PERFORMED GIVING RISE THERETO HAVE
              NOT BEEN COMPLETED AND ACCEPTED AS SATISFACTORY BY THE ACCOUNT
              DEBTOR THEREOF;

         (l)  ACCOUNTS WITH RESPECT TO WHICH POSSESSION AND/OR CONTROL OF THE
              GOODS SOLD GIVING RISE THERETO IS HELD, MAINTAINED OR RETAINED BY
              BORROWER (OR BY ANY AGENT OR CUSTODIAN OF BORROWER) FOR THE
              ACCOUNT OF OR SUBJECT TO FURTHER AND/OR FUTURE DIRECTION FROM THE
              ACCOUNT DEBTOR THEREOF;

         (m)  ACCOUNTS AS TO WHICH BANK, AT ANY TIME OR TIMES HEREAFTER,
              REASONABLY DETERMINES THAT THE PROSPECT OF PAYMENT OR PERFORMANCE
              BY THE ACCOUNT DEBTOR IS OR WILL BE MATERIALLY IMPAIRED;

         (n)  ACCOUNTS WITH RESPECT TO WHICH THE STATE IN WHICH THE ACCOUNT
              DEBTOR THEREOF IS LOCATED REQUIRES BORROWER, AS A CONDITION
              PRECEDENT TO COMMENCING LITIGATION IN SUCH STATE, TO EITHER (i)
              OBTAIN A CERTIFICATE OF QUALIFICATION TO DO BUSINESS IN SUCH STATE
              OR (ii) FILE A NOTICE OF BUSINESS ACTIVITY IN SUCH STATE, UNLESS
              (A) BORROWER HAS TAKEN ALL SUCH REQUIRED ACTIONS, (B) SUCH FAILURE
              MAY, IN THE BANK'S DISCRETION, BE CURED RETROACTIVELY OR (C) IN
              BANK'S DISCRETION, BORROWER IS EXEMPT FROM SUCH REQUIREMENTS;

         (o)  ACCOUNTS WITH RESPECT TO WHICH BANK'S SECURITY INTEREST IS
              SUBORDINATE TO ANY LIEN, OTHER THAN A PERMITTED LIEN;

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         (p)  ACCOUNTS ORIGINATED FROM ANY BUSINESS OR PRODUCT LINE ACQUIRED BY
              BORROWER ON OR AFTER MAY 31, 2002, UNLESS BANK HAS GIVEN ITS PRIOR
              CONSENT TO THE INCLUSION OF SUCH ACCOUNTS AS ELIGIBLE ACCOUNTS;
              AND

         (q)  ACCOUNTS OWING FROM ANY ACCOUNT DEBTOR WHICH IS INSOLVENT OR THE
              SUBJECT OF ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS.

         2.15 NOTICE OF INELIGIBILITY OF ACCOUNTS, OTHER REQUIRED NOTICES.
         BORROWER, IMMEDIATELY UPON LEARNING THEREOF, SHALL NOTIFY BANK THAT AN
         ACCOUNT IS NO LONGER AN ELIGIBLE ACCOUNT AS A RESULT OF THE CRITERIA
         SET FORTH IN SECTION 2.14(a) THROUGH AND INCLUDING (r). IF, AS A RESULT
         OF SUCH ACCOUNT HAVING BECOME INELIGIBLE, THE AMOUNT OF BORROWER'S
         LIABILITIES EXCEEDS THE MAXIMUM PRINCIPAL AMOUNT SET FORTH IN SECTION
         2.1, BORROWER SHALL IMMEDIATELY PAY TO BANK AN AMOUNT OF MONEY EQUAL TO
         THE MONIES THERETOFORE ADVANCED BY BANK TO BORROWER UPON SUCH ACCOUNT
         THAT IS NO LONGER AN ELIGIBLE ACCOUNT AND BANK SHALL APPLY SUCH PAYMENT
         TO AND ON ACCOUNT OF THE BORROWER'S LIABILITIES. BORROWER SHALL: (a)
         PROMPTLY UPON LEARNING THEREOF, INFORM BANK, IN WRITING, OF ANY
         MATERIAL DELAY IN BORROWER'S PERFORMANCE OF ANY OF ITS OBLIGATIONS TO
         ANY ACCOUNT DEBTOR AND OF ANY ASSERTION OF ANY CLAIMS, OFFSETS OR
         COUNTERCLAIMS BY ANY ACCOUNT DEBTOR AND OF ANY ALLOWANCES, CREDITS
         AND/OR OTHER MONIES GRANTED BY BORROWER TO ANY ACCOUNT DEBTOR; (b) NOT
         PERMIT OR AGREE TO ANY EXTENSION, COMPROMISE OR SETTLEMENT OR MAKE ANY
         CHANGE OR MODIFICATION OF ANY KIND OR NATURE TO ANY, INCLUDING ANY OF
         THE TERMS RELATING THERETO OTHER THAN IN THE ORDINARY COURSE OF
         BUSINESS, OR AS OTHERWISE AGREED TO BY BANK FROM TIME TO TIME; (c)
         PROMPTLY UPON BORROWER'S RECEIPT OR LEARNING THEREOF, FURNISH TO AND
         INFORM BANK OF ALL MATERIAL ADVERSE INFORMATION RELATING TO THE
         FINANCIAL CONDITION OF ANY ACCOUNT DEBTOR; AND (d) KEEP ALL GOODS
         RETURNED BY AN ACCOUNT DEBTOR IN A MATERIAL AMOUNT AND ALL GOODS
         REPOSSESSED OR STOPPED IN TRANSIT BY BORROWER IN A MATERIAL AMOUNT FROM
         ANY ACCOUNT DEBTOR SEGREGATED FROM ANY OTHER PROPERTY OF THE BORROWER,
         IMMEDIATELY NOTIFY BANK OF BORROWER'S POSSESSION OF SUCH GOODS AND HOLD
         THE SAME AS TRUSTEE FOR BANK UNTIL OTHERWISE DIRECTED BY BANK.

         2.16 REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATING TO ACCOUNTS.
         BORROWER WARRANTS AND REPRESENTS TO BANK ON EACH DATE THAT A BORROWING
         BASE CERTIFICATE IS DELIVERED TO BANK THAT, AS OF SUCH DATE:

              (a) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS ARE GENUINE,
              ARE IN ALL RESPECTS WHAT THEY PURPORT TO BE, ARE NOT REDUCED TO A
              JUDGMENT AND, IF EVIDENCED BY ANY INSTRUMENT OR ITEM OF CHATTEL
              PAPER, ARE EVIDENCED BY ONLY ONE EXECUTED ORIGINAL INSTRUMENT OR
              ITEM OF CHATTEL PAPER, AND, SUCH ORIGINAL HAS BEEN ENDORSED AND
              DELIVERED TO BANK;

              (b) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS REPRESENT
              BONA FIDE TRANSACTIONS COMPLETED IN ACCORDANCE WITH THE TERMS AND

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              PROVISIONS CONTAINED IN THE INVOICES AND OTHER DOCUMENTS, IF ANY,
              DELIVERED TO BANK WITH RESPECT THERETO;

              (c) THE AMOUNTS OF THE ACCOUNTS LISTED THEREIN AS ELIGIBLE
              ACCOUNTS ARE ACTUALLY AND ABSOLUTELY OWING TO THE BORROWER AND ARE
              NOT CONTINGENT FOR ANY REASON;

              (d) NO PAYMENTS HAVE BEEN MADE ON THE ACCOUNTS LISTED THEREON AS
              ELIGIBLE ACCOUNTS;

              (e) THERE ARE NO SETOFFS, COUNTERCLAIMS OR DISPUTES EXISTING, OR
              TO THE BEST OF BORROWER'S KNOWLEDGE, ASSERTED WITH RESPECT TO ANY
              ACCOUNTS LISTED THEREON AS AN ELIGIBLE ACCOUNT AND BORROWER HAS
              MADE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR THEREOF FOR ANY
              DEDUCTION THEREFROM EXCEPT A REGULAR DISCOUNT ALLOWED BY THE
              BORROWER IN THE ORDINARY COURSE OF ITS BUSINESS;

              (f) TO THE BEST OF BORROWER'S KNOWLEDGE, THERE ARE NO FACTS,
              EVENTS OR OCCURRENCES WHICH IN ANY WAY IMPAIR THE VALIDITY OR
              ENFORCEABILITY OF THE ACCOUNTS LISTED THEREON AS ELIGIBLE
              ACCOUNTS;

              (g) TO THE BEST OF BORROWER'S KNOWLEDGE, ALL ACCOUNT DEBTORS OF
              THE ACCOUNTS LISTED THEREON AS ELIGIBLE ACCOUNTS ARE SOLVENT AND
              HAD THE CAPACITY TO CONTRACT AT THE TIME ANY CONTRACT OR OTHER
              DOCUMENT, IF ANY, GIVING RISE TO OR EVIDENCING THE ACCOUNTS WAS
              EXECUTED AND THERE ARE NO PROCEEDINGS OR ACTIONS WHICH ARE
              THREATENED OR PENDING AGAINST ANY SUCH ACCOUNT DEBTOR WHICH COULD
              REASONABLY BE EXPECTED TO RESULT IN ANY MATERIAL ADVERSE CHANGE IN
              ITS FINANCIAL CONDITION; AND

              (h) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS MEET ALL
              CRITERIA FOR ELIGIBILITY AS SET FORTH IN THIS SECTION 2.15 AND ARE
              NOT INELIGIBLE ACCOUNTS IN ACCORDANCE WITH THE PROVISIONS OF THIS
              SECTION 2.15.

         2.17 VERIFICATION OF ACCOUNTS. BANK'S NOMINEE, TOGETHER WITH ANY OF
         BANK'S OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE THE RIGHT, AT ANY TIME
         OR TIMES AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, IN THE NAME OF A
         NOMINEE OF BANK, TO VERIFY THE VALIDITY, AMOUNT OR ANY OTHER MATTER
         RELATING TO ANY ACCOUNTS BY MAIL, TELEPHONE, TELEGRAPH OR OTHERWISE.
         ALL REASONABLE COSTS, FEES AND EXPENSES RELATING THERETO INCURRED BY
         BANK (OR FOR WHICH BANK BECOMES OBLIGATED), INCLUDING THE COSTS OF
         RETAINING BANK'S NOMINEE, SHALL BE DEEMED TO BE COSTS, PAYABLE IN
         ACCORDANCE WITH THE TERMS OF SECTION 9.2.

         2.18 AUDIT RECORDS. IN ADDITION TO THE RIGHT TO INSPECT SET FORTH
         HEREIN, BANK (BY ANY OF ITS OFFICERS, ACCOUNTANTS, EMPLOYEES AND/OR
         AGENTS) SHALL HAVE THE RIGHT, AT ANY TIME TO TIMES DURING BORROWER'S
         USUAL BUSINESS

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         HOURS, AFTER NOT LESS THAN TWO (2) BUSINESS DAYS' PRIOR NOTICE DURING
         NORMAL BUSINESS HOURS (UNLESS AN EVENT OF DEFAULT OR UNMATURED DEFAULT
         THEN EXISTS, IN WHICH EVENT NO NOTICE SHALL BE REQUIRED), TO AUDIT THE
         BOOKS AND RECORDS OF BORROWER AND EACH SUBSIDIARY OF BORROWER. ALL
         REASONABLE COSTS, FEES AND EXPENSES INCURRED BY BANK, OR FOR WHICH BANK
         BECOMES OBLIGATED, IN CONNECTION WITH SUCH INSPECTION, VERIFICATION OR
         AUDIT SHALL CONSTITUTE COSTS, PAYABLE BY BORROWER TO BANK ON DEMAND AND
         SHALL BEAR INTEREST AT THE INTEREST RATE AND IF NOT PAID WITHIN TEN
         (10) DAYS AFTER DEMAND THEREFOR, SHALL BEAR INTEREST AT THE DEFAULT
         RATE.

         (h) Section 6.2(c)(vi) is hereby redesignated as Section 6.2(c)(viii)
and a new Section 6.2(c)(vi) is hereby added to the Existing Loan Agreement as
follows:

         SECTION 6.2(c)(vi) MONTHLY REPORTS. WITHIN FIFTEEN (15) CALENDAR DAYS
         AFTER THE END OF EACH CALENDAR MONTH, BORROWER WILL DELIVER TO BANK:
         (i) A SCHEDULE OF BORROWER'S ACCOUNTS, IDENTIFYING ALL ACCOUNTS AND THE
         AGING THEREOF BY SUMMARY OF EACH CUSTOMER OWED TO OR BY BORROWER, AND
         (ii) A BORROWING BASE CERTIFICATE IN THE FORM REQUIRED PURSUANT TO
         SECTION 6.2(c)(vii), ALL CERTIFIED AS TO ACCURACY BY THE CHIEF
         FINANCIAL OFFICER OR CORPORATE CONTROLLER OF BORROWER, TOGETHER WITH
         ALL INFORMATION IN BORROWER'S POSSESSION OR CONTROL REASONABLY
         REQUESTED BY THE BANK WITH RESPECT TO ANY ACCOUNT DEBTOR TO THE EXTENT
         BORROWER SHALL BE PERMITTED TO DELIVER SUCH INFORMATION IN ACCORDANCE
         WITH APPLICABLE LAW.

         (i) A new Section 6.2(c)(vii) is hereby added to the Existing Loan
Agreement as follows:

         6.2(c)(vii) BORROWING BASE CERTIFICATE. UPON THE REQUEST OF BANK FROM
         TIME TO TIME, BUT IN NO EVENT LESS OFTEN THAN WITHIN FIFTEEN (15)
         CALENDAR DAYS AFTER THE END OF EACH MONTH, A "BORROWING BASE
         CERTIFICATE" PREPARED BY BORROWER'S CHIEF FINANCIAL OFFICER OR
         CORPORATE CONTROLLER, SETTING FORTH IN FORM AND DETAIL REASONABLY
         ACCEPTABLE TO BANK, AND ON BANK'S STANDARD FORM, A CALCULATION OF LOAN
         AVAILABILITY AND A SCHEDULE OF ELIGIBLE ACCOUNTS; PROVIDED, HOWEVER, IN
         THE EVENT THAT ANY REQUEST FOR AN ADVANCE WOULD RESULT IN THE
         OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING LOANS BEING IN EXCESS OF
         THE MAXIMUM PRINCIPAL AMOUNT AS SET FORTH ON THE MOST RECENTLY
         SUBMITTED BORROWING BASE CERTIFICATE, BORROWER SHALL DELIVER TO BANK A
         BORROWING BASE CERTIFICATE SHOWING THE COMPUTATIONS SUPPORTING THE
         CALCULATION OF MAXIMUM PRINCIPAL AMOUNT AS OF THE DATE OF SUCH REQUEST
         FOR AN ADVANCE.

         (n) Borrower and Bank hereby acknowledge that the Revolving B Loan is
paid in full, that Bank has no further commitment to fund Revolving B Loan, and
all references to Revolving B Loan in the Existing Loan Agreement are hereby
deleted.

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         3. Waiver. Bank hereby waives the Existing Defaults. Borrower and Bank
hereby agree that the foregoing waiver of the Existing Defaults shall in no way
be deemed to be a waiver or forbearance of any other default, any other Event of
Default or any Unmatured Default, whether now existing or hereafter arising,
under the Existing Loan Agreement or any other Loan Document.

         4. Effectiveness; Security Agreement. This Amendment shall be effective
upon the delivery to Bank of each of the following: (i) a fully-executed
Amendment, (ii) a fully-executed Security Agreement in form and substance
acceptable to Bank (the "SECURITY AGREEMENT"), (iii) UCC Financing Statements,
each in form and substance satisfactory to Bank, and (iv) a copy, certified by
the secretary of the Borrower, of the resolutions of Borrower's board of
directors authorizing this Amendment, the Security Agreement and the
consummation of the transactions contemplated hereby and thereby..

         5. Expenses. Upon demand by Bank therefor, Borrower shall reimburse
Bank for all reasonable Costs, fees and expenses incurred by Bank or for which
Bank becomes obligated, in connection with the negotiation, preparation and
conclusion of this Amendment, including without limitation, reasonable
attorney's fees, costs and expenses, lien search fees, costs and expenses,
filing and recording fees and all taxes payable in connection with this
Amendment.

         6. Waiver of Claims. Borrower hereby acknowledges, agrees and affirms
that it possesses no claims, defenses, offsets, recoupment or counterclaims of
any kind or nature against or with respect to the enforcement of the Loan
Agreement or any other Loan Document or any amendments thereto (collectively,
the "CLAIMS"), nor does Borrower now have knowledge of any facts that would or
might give rise to any Claims. If facts now exist which would or could give rise
to any Claim against or with respect to the enforcement of the Loan Agreement or
any other Loan Document, as amended by the amendments thereto, Borrower hereby
unconditionally, irrevocably and unequivocally waives and fully releases any and
all such Claims as if such Claims were the subject of a lawsuit, adjudicated to
final judgment from which no appeal could be taken and therein dismissed with
prejudice.

         7. Amendment. The Loan Documents and all rights and powers created
thereby and thereunder are in all respects ratified and confirmed and shall
remain in full force and effect, except as expressly modified hereby. From and
after the date hereof, (a) the Existing Loan Agreement shall be deemed to be
amended and modified as herein provided, but, except as so amended and modified,
the Existing Loan Agreement and this Amendment shall be read, taken and
construed as one and the same instrument and (b) the term "LOAN AGREEMENT" and
all references to amendments thereof as used in the Loan Documents shall mean
the Existing Loan Agreement as amended hereby.

         8. Jurisdictions. THIS AMENDMENT HAS BEEN DELIVERED FOR ACCEPTANCE BY
BANK IN CHICAGO, ILLINOIS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE
STATE OF ILLINOIS.

                                       9
<PAGE>

BORROWER HEREBY (i) IRREVOCABLY SUBMITS, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN CHICAGO,
ILLINOIS, OVER ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING
FROM OR RELATED TO THIS AMENDMENT; (ii) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (iii) AGREES
THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW; AND (iv) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST BANK OR ANY OF
BANK'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY MATTER
ARISING OUT OF OR RELATING TO THIS AMENDMENT IN ANY COURT OTHER THAN ANY STATE
OR FEDERAL COURT LOCATED IN COOK COUNTY, ILLINOIS. NOTHING IN THIS SECTION SHALL
AFFECT OR IMPAIR BANK'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY
LAW OR BANK'S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR
BORROWER'S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

         9. Trial by Jury. TO THE EXTENT PERMITTED BY LAW, BORROWER AND BANK
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY IN CONNECTION
HEREWITH. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR BANK TO MAKE THE LOANS.

         10. Representations. This Amendment shall be binding upon and inure to
the benefit of the parties hereby and their respective successors and assigns.
To induce Bank to enter into this Amendment, Borrower hereby represents and
warrants to Bank that:

             (a) the execution and delivery of this Amendment, and the
         performance by Borrower of its obligations under this Amendment and the
         other Loan Documents as amended, are within Borrower's corporate
         powers, have been duly authorized by all necessary corporate action,
         have received all necessary governmental approval (if any shall be
         required) and do not and will not contravene or conflict with any
         provisions of law or the Articles of Incorporation or By-Laws of
         Borrower or of any other agreement binding upon Borrower;

                                       10
<PAGE>

             (b) this Amendment, and each other instrument executed by Borrower
         concurrently herewith, is the legal, valid and binding obligation of
         Borrower, enforceable against Borrower in accordance with their
         respective terms, except as enforcement thereof may be subject to the
         effect of applicable bankruptcy, insolvency, reorganization, moratorium
         or similar laws affecting creditors' rights generally, and to the
         general principles of equity (regardless of whether such enforcement is
         sought in a proceeding in equity or at law);

             (c) all of the representations and warranties of Borrower made in
         the Loan Documents are true and correct as of the date hereof, except
         where such representation or warranty specifically relates to an
         earlier date;

             (d) as of the date hereof no Event of Default or Unmatured Default
         under the Loan Documents exists; and

             (e) this Amendment, the Existing Credit Agreement and each and
         every Other Agreement shall be a "credit agreement" under the Illinois
         Credit Agreements Act, 815 ILCS 160/1 et.seq. (the "Act"), the Act
         applies to this transaction and any action on or in any way related to
         each and every Loan Document shall be governed by the Act.

               THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.







                                       11
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Amended and Restated Loan Agreement dated for reference purposes only as of
May 31, 2002.


                                     SPSS INC.


                                     By:  /s/ Robert Brinkmann
                                        --------------------------------------
                                     Title:  Assistant Secretary and Treasurer
                                           -----------------------------------

                                     AMERICAN NATIONAL BANK AND TRUST COMPANY OF
                                     CHICAGO


                                     By:  /s/ Erik Langeland
                                        --------------------------------------
                                     Title:  Commercial Banking Officer
                                           -----------------------------------




</TEXT>
</DOCUMENT>
