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                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 19, 2007

                                     BETWEEN

                                    SPSS INC.

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

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                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement is made and entered into this 19th day
of March, 2007 between SPSS Inc., a Delaware corporation (the "Company") and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Initial Purchaser").

     This Agreement is made pursuant to the Purchase Agreement, dated as of
March 13, 2007, between the Company and the Initial Purchaser (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial Purchaser
of an aggregate of $125,000,000 aggregate principal amount ($150,000,000
principal amount if the Initial Purchaser exercises its overallotment option in
full) of the Company's 2.50% Convertible Subordinated Notes due 2012 (the
"Notes" and together with the shares of common stock of the Company into which
the Notes are convertible, the "Securities"). In order to induce the Initial
Purchaser to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1.   Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "1933 Act" shall mean the Securities Act of 1933, as amended from time to
time.

     "1934 Act" shall mean the Securities Exchange Act of l934, as amended from
time to time.

     "1939 Act" shall mean the Trust Indenture Act of 1939, as amended from time
to time.

     "Additional Interest" shall have the meaning set forth in Section 2.4
herein.

     "Agreement" shall mean this Registration Rights Agreement as it may be
amended, modified or supplemented from time to time in accordance with the terms
thereof.

     "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

     "Common Stock" shall mean any shares of common stock, $0.01 par value, of
the Company and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture.

     "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

     "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

     "Effectiveness Period" shall have the meaning set forth in Section 2.1(b)
herein.

     "Holder" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become owners, beneficial or otherwise, of Registrable
Securities under the Indenture.


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     "Indenture" shall mean the Indenture relating to the Notes, dated as of the
date hereof, between the Company and LaSalle Bank National Association, as
Trustee, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.

     "Initial Purchaser" shall have the meaning set forth in the preamble.

     "Issuer Free Writing Prospectus" shall have the meaning set forth in
Section 2.1(f) herein.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided, that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any Affiliate (as defined in the Indenture) of the Company shall be disregarded
in determining whether such consent or approval was given by the Holders of such
required percentage amount.

     "Offering Memorandum" means that certain offering memorandum dated March
13, 2007 relating to the issuance of the Notes.

     "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

     "Prospectus" shall mean the prospectus included in a Shelf Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all materials incorporated by reference
therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble.

     "Questionnaire" shall have the meaning set forth in Section 2.1(d) herein.

     "Registrable Securities" shall mean all or any of the Notes issued from
time to time under the Indenture, and the shares of Common Stock issuable upon
conversion of such Notes; provided, however, that any such Securities shall
cease to be Registrable Securities upon the earliest to occur of (i) a Shelf
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Shelf Registration Statement, (ii) such Securities have been
sold to the public pursuant to Rule 144 or may be sold or transferred pursuant
to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under
the 1933 Act, or (iii) such Securities shall have ceased to be outstanding.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of the NASD (including reasonable
fees and disbursements of a single counsel for any underwriters in connection
with blue sky qualification of any of the Registrable Securities and any filings
with the NASD), (iii) all expenses of the Company in preparing or assisting in
preparing, word processing, printing and distributing any Shelf Registration


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Statement, any Prospectus, any amendments or supplements thereto, any securities
sales agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges, (v) all rating agency fees, if any, (vi) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"comfort" letters required by or incident to such performance and compliance,
(vii) the reasonable fees and expenses of the Trustee, and any custodian, (viii)
the reasonable fees and expenses of a single counsel to the Holders in
connection with the Shelf Registration Statement (in no event shall the Company
be obligated to pay fees and expenses of such counsel in excess of $5,000),
which counsel shall be selected by the Majority Holders, and (ix) any fees and
expenses of any special experts retained by the Company in connection with any
Shelf Registration Statement, but excluding any underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

     "Rule 430B Information" means any information included in a Prospectus that
was omitted from the Shelf Registration Statement at the time it became
effective but that is deemed to be part of and included in such Shelf
Registration Statement pursuant to Rule 430B under the 1933 Act.

     "SEC" shall mean the United States Securities and Exchange Commission or
any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

     "Shelf Registration" shall mean a registration effected pursuant to Section
2.1 hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2.1 of this Agreement,
which covers all of the Registrable Securities on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all materials incorporated by reference
therein.

     "Suspension Period" shall have the meaning set forth in Section 2.5 herein.

     "Trustee" shall mean the trustee with respect to the Notes under the
Indenture.

     2.   Registration Under the 1933 Act.

     2.1. Shelf Registration.

          (a) The Company shall, at its cost, no later than 120 days after the
     Closing Date, file with the SEC, and thereafter shall use its commercially
     reasonable efforts to cause to be declared effective as promptly as
     practicable but no later than 210 days after the Closing Date, a Shelf
     Registration Statement relating to the offer and sale of the Registrable
     Securities by the Holders that have provided the information pursuant to
     Section 2.1(d).

          (b) The Company shall, at its cost, use its commercially reasonable
     efforts, subject to Section 2.5, to keep the Shelf Registration Statement
     continuously effective in order to permit the Prospectus forming part
     thereof to be usable by Holders for a period of two years from the Closing
     Date, or for such shorter period that will terminate when all Registrable
     Securities covered by the Shelf Registration Statement have been sold
     pursuant to the Shelf Registration Statement, when the Holders, other than
     Affiliates (as defined in the Indenture) of the Company, are able to sell
     or transfer to the public all Registrable Securities immediately without
     restriction


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     pursuant to Rule 144 (or any similar provision then in force, including
     Rule 144(k) but not Rule 144A) under the 1933 Act or when all Registrable
     Securities cease to be outstanding or otherwise to be Registrable
     Securities (the "Effectiveness Period").

          (c) Subject to Section 2.5, the Company shall use its commercially
     reasonable efforts to ensure that (i) any Shelf Registration Statement and
     any amendment thereto and any Prospectus forming part thereof and any
     supplement thereto complies in all material respects with the 1933 Act and
     the rules and regulations thereunder, (ii) any Shelf Registration Statement
     and any amendment thereto does not, when it becomes effective, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and (iii) any Prospectus forming part of any Shelf
     Registration Statement, and any supplement to such Prospectus (as amended
     or supplemented from time to time), does not include an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements therein, in light of the circumstances under which they were
     made, not misleading.

          (d) Notwithstanding any other provision hereof, no Holder of
     Registrable Securities may include any of its Registrable Securities in the
     Shelf Registration Statement pursuant to this Agreement unless the Holder
     furnishes to the Company a fully completed notice and questionnaire in the
     form attached as Annex A to the Offering Memorandum (the "Questionnaire")
     and such other information in writing as the Company may reasonably request
     in writing for use in connection with the Shelf Registration Statement or
     Prospectus included therein and in any application to be filed with or
     under state securities laws. In order to be named as a selling
     securityholder in the Prospectus at the time of effectiveness of the Shelf
     Registration Statement, each Holder must, before the effectiveness of the
     Shelf Registration Statement and no later than the 20th day after the
     issuance of a press release by the Company announcing the initial filing of
     the Shelf Registration Statement, furnish the completed Questionnaire and
     such other information that the Company may reasonably request in writing
     (it being understood, without limitation, that any requests by the Company
     made at the behest or request of the SEC shall be deemed to meet this
     standard), if any, to the Company in writing and the Company will include
     the information from the completed Questionnaire and such other
     information, if any, in the Shelf Registration Statement and the Prospectus
     in a manner so that upon effectiveness of the Shelf Registration Statement
     the Holder will be permitted to deliver the Prospectus to purchasers of the
     Holder's Registrable Securities. From and after the date that the Shelf
     Registration Statement becomes effective or is first declared effective by
     the SEC, upon receipt of a completed Questionnaire and such other
     information that the Company may reasonably request in writing, if any, the
     Company will use its commercially reasonable efforts to file within 20
     business days any amendments or supplements to the Shelf Registration
     Statement necessary for such Holder to be named as a selling securityholder
     in the Prospectus contained therein to permit such Holder to deliver the
     Prospectus to purchasers of the Holder's Securities (subject to the
     Company's right to suspend the Shelf Registration Statement as described in
     Section 2.5 below); provided, however, that the Shelf Registration
     Statement shall include the disclosure required by Rule 430B under the 1933
     Act in order to enable the Company to add selling securityholders to the
     Shelf Registration Statement pursuant to the filing of prospectus
     supplements. The Company shall not be required to file more than one such
     amendment to the Shelf Registration Statement in any calendar quarter for
     all such Holders. Holders that do not deliver a completed written
     Questionnaire and such other information, as provided for in this Section
     2.1(d), will not be named as selling securityholders in the Prospectus.
     Each Holder named as a selling securityholder in the Prospectus agrees to
     promptly furnish to the Company all information required to be disclosed in
     order to make information previously furnished to the Company by the Holder
     not materially


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     misleading and any other information regarding such Holder and the
     distribution of such Holder's Registrable Securities as the Company may
     from time to time reasonably request in writing.

          (e) Each Holder agrees not to sell any Registrable Securities pursuant
     to the Shelf Registration Statement without delivering, or causing to be
     delivered, a Prospectus to the purchaser thereof and, following termination
     of the Effectiveness Period, to notify the Company, within ten days of a
     written request by the Company, of the amount of Registrable Securities
     sold pursuant to the Shelf Registration Statement and, in the absence of a
     response, the Company may assume that all of such Holder's Registrable
     Securities have been so sold; provided, that the Company shall use
     reasonable efforts to confirm that all of such Holder's Registrable
     Securities have been so sold prior to making such assumption.

          (f) The Company represents and agrees that, unless it obtains the
     prior consent of Holders of a majority of the Registrable Securities that
     are registered under the Shelf Registration Statement at such time or the
     consent of the managing underwriter in connection with any underwritten
     offering of Registrable Securities, and each Holder represents and agrees
     that, unless it obtains the prior consent of the Company and any such
     underwriter, it will not make any offer relating to the Securities that
     would constitute an "issuer free writing prospectus," as defined in Rule
     433 (an "Issuer Free Writing Prospectus"), or that would otherwise
     constitute a "free writing prospectus," as defined in Rule 405, required to
     be filed with the SEC. The Company represents that any Issuer Free Writing
     Prospectus will not include any information that conflicts with the
     information contained in the Shelf Registration Statement or the Prospectus
     and, any Issuer Free Writing Prospectus, when taken together with the
     information in the Shelf Registration Statement and the Prospectus, will
     not include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading.

     The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement.

     2.2. Expenses. The Company shall pay all Registration Expenses in
          connection with the registration pursuant to Section 2.1. Each Holder
          shall pay all underwriting discounts and commissions, broker fees and
          commissions and transfer taxes, if any, relating to the sale or
          disposition of such Holder's Registrable Securities pursuant to the
          Shelf Registration Statement.

     2.3. Effectiveness.

          (a) The Company will be deemed not to have used commercially
     reasonable efforts to cause the Shelf Registration Statement to become, or
     to remain, effective during the requisite period if the Company voluntarily
     takes any action that would, or omits to take any action which omission
     would, result in any such Shelf Registration Statement not being declared
     effective or in the Holders of Registrable Securities covered thereby not
     being able to offer and sell such Registrable Securities during that period
     as and to the extent contemplated hereby, unless such action is required by
     applicable law and except as contemplated by Section 2.5.

          (b) A Shelf Registration Statement pursuant to Section 2.1 hereof will
     not be deemed to have become effective unless it has been declared
     effective by the SEC; provided, however, that if, after it has been
     declared effective, the offering of Registrable Securities pursuant to a
     Shelf Registration Statement is interfered with by any stop order,
     injunction or other order or requirement of the SEC or any other
     governmental agency or court, such Shelf Registration


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     Statement will be deemed not to have become effective during the period of
     such interference, until the offering of Registrable Securities pursuant to
     such Shelf Registration Statement may legally resume.

     2.4. Interest. In the event that (a) a Shelf Registration Statement is not
          filed with the SEC, in violation of Section 2.1(a), (b) a Shelf
          Registration Statement is not declared effective in violation of
          Section 2.1(a), (c) after effectiveness, subject to Section 2.5, the
          Shelf Registration Statement fails to be effective or usable by the
          Holders without being succeeded within seven business days by a
          post-effective amendment or a report filed with the SEC pursuant to
          the 1934 Act that cures the failure to be effective or usable, or (d)
          the Shelf Registration Statement is unusable by the Holders for any
          reason, and the number of days for which the Shelf Registration
          Statement shall not be usable exceeds the Suspension Period (as
          defined in Section 2.5 hereof) (each such event being a "Registration
          Default"), additional interest ("Additional Interest"), will accrue at
          a rate per annum of one-quarter of one percent (0.25%) of the
          principal amount of the Notes for the first 90-day period from the day
          following the Registration Default, and thereafter at a rate per annum
          of one-half of one percent (0.50%) of the principal amount of the
          Notes; provided, that, in no event shall Additional Interest accrue at
          a rate per annum exceeding one half of one percent (0.50%) of the
          principal amount of the Notes; provided further, that no Additional
          Interest shall accrue after the second anniversary of the date of this
          Agreement. Upon the cure of all Registration Defaults then continuing,
          the accrual of Additional Interest will automatically cease and the
          interest rate borne by the Notes will revert to the original interest
          rate at such time. Additional Interest shall be computed based on the
          actual number of days elapsed in each 90-day period in which the Shelf
          Registration Statement is not effective or is unusable. Holders who
          have converted Notes into Common Stock will not be entitled to receive
          any Additional Interest with respect to such Common Stock or the
          principal amount of the Notes converted. In no event will Additional
          Interest be payable in connection with a Registration Default relating
          to a failure to register the Common Stock issuable upon a conversion
          of the Notes. For the avoidance of doubt, if the Company fails to
          register both the Notes and the Common Stock issuable upon conversion
          of such Notes, then Additional Interest will be payable in connection
          with the Registration Default relating to the failure to register the
          Notes.

     The Company shall notify the Trustee within five business days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid. Additional Interest shall be paid by depositing with the
Trustee, in trust, for the benefit of the Holders of Registrable Securities, on
or before the applicable semiannual interest payment date, in immediately
available funds, sums sufficient to pay the Additional Interest then due. The
Additional Interest due shall be payable in arrears on each interest payment
date to the record Holder of Registrable Securities entitled to receive the
interest payment to be paid on such date as set forth in the Indenture. Each
obligation to pay Additional Interest shall be deemed to accrue from and
including the day following the Registration Default to but excluding the day on
which the Registration Default is cured.

     A Registration Default under clause (a) above shall be cured on the date
that the Registration Statement is filed with the SEC. A Registration Default
under clause (b) above shall be cured on the date that the Shelf Registration
Statement is declared effective by the SEC. A Registration Default under clause
(c) above shall be cured on the date an amended Shelf Registration Statement is
declared effective by the SEC. A Registration Default under clause (d) above
shall be cured on the date an amended Shelf Registration Statement is declared
effective by the SEC or the Company otherwise declares the Shelf Registration
Statement to be usable. The Company will have no liabilities for monetary
damages other than the Additional Interest with respect to any Registration
Default.


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     2.5. Suspension. The Company may suspend the use of any Prospectus, without
          incurring or accruing any obligation to pay Additional Interest
          pursuant to Section 2.4 hereof, for a period not to exceed 45 calendar
          days in any three-month period, or an aggregate of 90 calendar days in
          any twelve-month period (each, a "Suspension Period"), if the Board of
          Directors of the Company shall have determined in good faith that
          because of valid business reasons (not including avoidance of the
          Company's obligations hereunder), including without limitation
          proposed or pending corporate developments and similar events or
          because of filings with the SEC, it is in the best interests of the
          Company to suspend such use, and prior to suspending such use the
          Company provides the Holders that have provided the information
          required by Section 2.1(d) with written notice of such suspension,
          which notice need not specify the nature of the event giving rise to
          such suspension. Each Holder shall keep confidential any
          communications received by it from the Company regarding the
          suspension of the use of the Prospectus, except as required by
          applicable law.

     3.   Registration Procedures.

     In connection with the obligations of the Company with respect to the Shelf
Registration, the Company shall:

          (a) prepare and file with the SEC a Shelf Registration Statement,
     within the relevant time period specified in Section 2, on the appropriate
     form under the 1933 Act, which form (i) shall be selected by the Company,
     (ii) shall be available for the sale of the Registrable Securities by the
     Holders, (iii) shall comply as to form in all material respects with the
     requirements of the applicable form and include or incorporate by reference
     all financial statements required by the SEC to be filed therewith or
     incorporated by reference therein, and (iv) shall comply in all respects
     with the applicable requirements of Regulation S-T under the 1933 Act, if
     any, and use commercially reasonable efforts to cause such Shelf
     Registration Statement to become effective and remain effective in
     accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to the Shelf Registration Statement as may be necessary under
     applicable law to keep the Shelf Registration Statement effective for the
     Effectiveness Period, subject to Section 2.5; and cause each Prospectus to
     be supplemented by any required prospectus supplement, and as so
     supplemented to be filed pursuant to Rule 424 (or any similar provision
     then in force) under the 1933 Act and comply during the Effectiveness
     Period with the provisions of the 1933 Act, the 1934 Act and the rules and
     regulations thereunder required to enable the disposition of all
     Registrable Securities covered by the Shelf Registration Statement in
     accordance with the intended method or methods of distribution by the
     selling Holders thereof;

          (c) (i) notify each Holder of Registrable Securities of the filing, by
     issuing a press release, of a Shelf Registration Statement with respect to
     the Registrable Securities; (ii) furnish to each Holder of Registrable
     Securities that has provided the information required by Section 2.1(d) and
     to each underwriter of an underwritten offering of Registrable Securities,
     if any, without charge, as many copies of each Prospectus, including each
     preliminary Prospectus, and any amendment or supplement thereto and such
     other documents as such Holder or underwriter may reasonably request,
     including financial statements and schedules and, if the Holder so
     requests, all exhibits in order to facilitate the unrestricted sale or
     other disposition of the Registrable Securities; (iii) mail a Questionnaire
     not less than 30 days prior to the time that the Company intends in good
     faith to have the Shelf Registration Statement declared effective to each
     registered Holder and to Depositary participants listed on a recently
     obtained security position


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     listing from the Depositary; and (iv) subject to Section 2.5 hereof and to
     any notice by the Company in accordance with Section 3(e) hereof of the
     existence of any fact of the kind described in Sections 3(e)(ii), (iii),
     (iv), (v) and (vi) hereof, hereby consent to the use of the Prospectus or
     any amendment or supplement thereto by each of the selling Holders of
     Registrable Securities that has provided the information required by
     Section 2.1(d) in connection with the offering and sale of the Registrable
     Securities;

          (d) use commercially reasonable efforts to register or qualify the
     Registrable Securities under all applicable state securities or "blue sky"
     laws of such jurisdictions as any Holder of Registrable Securities covered
     by a Shelf Registration Statement and each underwriter of an underwritten
     offering of Registrable Securities shall reasonably request, and do any and
     all other acts and things which may be reasonably necessary or advisable to
     enable each such Holder and underwriter to consummate the disposition in
     each such jurisdiction of such Registrable Securities owned by such Holder;
     provided, however, that the Company shall not be required to (i) qualify as
     a foreign corporation or as a dealer in securities in any jurisdiction
     where it would not otherwise be required to qualify but for this Section
     3(d), or (ii) take any action which would subject it to general service of
     process or taxation in any such jurisdiction where it is not then so
     subject;

          (e) notify promptly each Holder of Registrable Securities under a
     Shelf Registration that has provided the information required by Section
     2.1(d) and, if requested by such Holder, confirm such notice in writing
     promptly (i) when a Shelf Registration Statement has become effective and
     when any post-effective amendments (other than supplements that do nothing
     more than name Holders and provide information with respect thereto or that
     are required to be filed by the Company under the 1934 Act) thereto become
     effective, (ii) of any request by the SEC or any state securities authority
     for post-effective amendments and supplements to a Shelf Registration
     Statement and Prospectus or for additional information after the Shelf
     Registration Statement has become effective, (iii) of the issuance by the
     SEC or any state securities authority of any stop order suspending the
     effectiveness of a Shelf Registration Statement or the initiation of any
     proceedings for that purpose, (iv) subject to Section 2.5, of the happening
     of any event or the discovery of any facts during the period a Shelf
     Registration Statement is effective which makes any statement made in such
     Shelf Registration Statement or the related Prospectus untrue in any
     material respect or which requires the making of any changes in such Shelf
     Registration Statement or Prospectus in order to make the statements
     therein not misleading (provided, however, that no notice by the Company
     shall be required pursuant to this clause (iv) in the event that the
     Company either promptly files a supplement to update the Prospectus or a
     Form 8-K or other appropriate 1934 Act report that is incorporated by
     reference into the Shelf Registration Statement, which, in either case,
     contains the requisite information that results in such Shelf Registration
     Statement no longer containing any untrue statement of a material fact or
     omitting to state a material fact necessary in order to make the statements
     therein not misleading), (v) of the receipt by the Company of any
     notification with respect to the suspension of the qualification of the
     Registrable Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose and (vi) of any
     determination by the Company that a post-effective amendment (other than
     supplements that do nothing more than name Holders and provide information
     with respect thereto or that are required to be filed by the Company under
     the 1934 Act) to such Shelf Registration Statement would be appropriate;

          (f) furnish to the Initial Purchaser on behalf of the Holders and to
     special counsel to the Initial Purchaser (i) copies of any comment letters
     received from the SEC with respect to a Shelf Registration Statement or,
     after the initial filing of a Shelf Registration Statement and prior to its
     effectiveness, any documents incorporated therein and (ii) any other
     request by the SEC or any


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     state securities authority for amendments or supplements to a Shelf
     Registration Statement and Prospectus or for additional information with
     respect to the Shelf Registration Statement and Prospectus;

          (g) use commercially reasonable efforts to obtain the withdrawal of
     any order suspending the effectiveness of a Shelf Registration Statement as
     soon as practicable;

          (h) furnish to each Holder of Registrable Securities that has provided
     the information required by Section 2.1(d), and each underwriter, if any,
     without charge, at least one conformed copy of each Shelf Registration
     Statement and any post-effective amendment thereto (without documents
     incorporated therein by reference and all exhibits thereto, unless
     requested);

          (i) if necessary, cooperate with the selling Holders of Registrable
     Securities to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold and not bearing
     any restrictive legends (other than as required by the Company's
     certificate of incorporation or bylaws or applicable law); and enable such
     Registrable Securities to be in such denominations (consistent with the
     provisions of the Indenture) and registered in such names as the selling
     Holders or the underwriters, if any, may reasonably request at least three
     business days prior to the closing of any sale of Registrable Securities;

          (j) upon the occurrence of any event or the discovery of any facts,
     each as contemplated by Sections 3(e)(ii), (iii), (iv), (v) and (vi)
     hereof, as promptly as practicable after the occurrence of such an event,
     but subject to Section 5.2, use commercially reasonable efforts to prepare
     a supplement or post-effective amendment to the Shelf Registration
     Statement or the related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Securities, such Prospectus
     will not contain at the time of such delivery any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading or will remain so qualified. At such time as such
     public disclosure is otherwise made or the Company determines that such
     disclosure is not necessary, in each case to correct any misstatement of a
     material fact or to include any omitted material fact, the Company agrees
     to promptly notify each Holder that has provided the information required
     by Section 2.1(d) of such determination and to furnish each Holder such
     number of copies of the Prospectus as amended or supplemented, as such
     Holder may reasonably request;

          (k) provide the Trustee with certificates for the Registrable
     Securities in a form eligible for deposit with the Depositary;

          (l) (i) use commercially reasonable efforts to cause the Indenture to
     be qualified under the 1939 Act in connection with the registration of the
     Registrable Securities, (ii) cooperate with the Trustee and the Holders to
     effect such changes to the Indenture as may be required for the Indenture
     to be so qualified in accordance with the terms of the 1939 Act, and (iii)
     execute, and use commercially reasonable efforts to cause the Trustee to
     execute, all documents as may be required to effect such changes, and all
     other forms and documents required to be filed with the SEC to enable the
     Indenture to be so qualified in a timely manner;

          (m) enter into such customary agreements and take all other customary
     and appropriate actions in order to expedite or facilitate the disposition
     of such Registrable Securities, including, but not limited to:


                                        9

<PAGE>

               (i) obtain opinions of counsel to the Company and updates thereof
          addressed to each selling Holder and the underwriters, if any,
          covering the matters set forth in the opinion of such counsel
          delivered at the Closing Date;

               (ii) obtain "comfort" letters and updates thereof from the
          Company's independent certified public accountants (and, if necessary,
          any other independent certified public accountants of any subsidiary
          of the Company or of any business acquired by the Company for which
          financial statements are, or are required to be, included in the Shelf
          Registration Statement) addressed to the underwriters, if any, and use
          reasonable efforts to have such letter addressed to the selling
          Holders of Registrable Securities (to the extent consistent with
          Statement on Auditing Standards No. 72 of the American Institute of
          Certified Public Accountants), such letters to be substantially in the
          form and covering the matters covered in the comfort letter delivered
          on the Closing Date;

               (iii) if an underwriting agreement is entered into, cause the
          same to set forth indemnification provisions and procedures
          substantially equivalent to the indemnification provisions and
          procedures set forth in Section 4 hereof with respect to the
          underwriters and all other parties to be indemnified pursuant to said
          Section or, at the request of any underwriters, in the form
          customarily provided to such underwriters in similar types of
          transactions; and

               (iv) deliver such documents and certificates as may be reasonably
          requested and as are customarily delivered in similar offerings to the
          Holders of a majority in principal amount of the Registrable
          Securities being sold and the managing underwriters, if any.

The above shall be done only in connection with any underwritten offering of
Registrable Securities using such Shelf Registration Statement pursuant to an
underwriting or similar agreement as and to the extent required thereunder, and
as reasonably requested by any of the parties thereto; provided, however, that
in no event will an underwritten offering of Registrable Securities be made
without the prior written agreement of the Company;

          (n) if reasonably requested in connection with a disposition of
     Registrable Securities, make available for inspection during business hours
     by representatives of the Holders of the Registrable Securities, any
     underwriters participating in any disposition pursuant to a Shelf
     Registration Statement and any counsel or accountant retained by any of the
     foregoing, all financial and other records, pertinent corporate documents
     and properties of the Company reasonably requested by any such persons, and
     cause the respective officers, directors, employees, and any other agents
     of the Company to supply all information reasonably requested by any such
     representative, underwriter, special counsel or accountant in connection
     with a Shelf Registration Statement, and make such representatives of the
     Company available for discussion of such documents as shall be reasonably
     requested by the Initial Purchaser, in each case as is customary for "due
     diligence" investigations; provided, that, to the extent the Company, in
     its reasonable discretion, agrees to disclose material non-public or other
     confidential information, such persons shall first agree in writing with
     the Company that any such non-public or confidential information shall be
     kept confidential by such persons and shall be used solely for the purposes
     of exercising rights under this Agreement and such person shall not engage
     in trading any securities of the Company until such material non-public or
     confidential information becomes properly publicly available, unless (i)
     disclosure of such information is required by court or administrative order
     or is necessary to respond to inquiries of regulatory authorities, (ii)
     disclosure of such information is


                                       10

<PAGE>

     required by law (including any disclosure requirements pursuant to federal
     securities laws in connection with the filing of any Shelf Registration
     Statement or the use of any Prospectus referred to in this Agreement upon a
     customary opinion of counsel for such persons delivered and reasonably
     satisfactory to the Company), (iii) such information becomes generally
     available to the public other than as a result of a disclosure or failure
     to safeguard by any such person, (iv) such information becomes available to
     any such person from a source other than the Company and such source is not
     bound by a confidentiality agreement, or (v) the Company informs such
     Holders that such non-public information ceases to be material; provided
     further, that, the foregoing inspection and information gathering shall, to
     the greatest extent possible, be coordinated on behalf of all the Holders
     and the other parties entitled thereto by special counsel to the Holders;

The above shall be done only in connection with any underwritten offering of
Registrable Securities using such Shelf Registration Statement pursuant to an
underwriting or similar agreement as and to the extent required thereunder, and
as reasonably requested by any of the parties thereto; provided, however, that
in no event will an underwritten offering of Registrable Securities be made
without the prior written agreement of the Company;

          (o) a reasonable time prior to filing the Shelf Registration
     Statement, any Prospectus forming a part thereof, any amendment to the
     Shelf Registration Statement or amendment or supplement to such Prospectus
     (other than amendments and supplements that do nothing more than name
     Holders and provide information with respect thereto or that are required
     to be filed by the Company under the 1934 Act), furnish to the Initial
     Purchaser on behalf of the Holders and one special counsel to the Initial
     Purchaser copies of all such documents proposed to be filed, use its
     commercially reasonable efforts to reflect in each such document when so
     filed with the SEC such comments as the Initial Purchaser and such special
     counsel to the Initial Purchaser reasonably shall propose within two
     business days of the delivery of such copies to the Initial Purchaser and
     counsel to the Initial Purchaser and make representatives of the Company,
     as shall be reasonably requested by the Initial Purchaser on behalf of the
     Holders, available for discussion of such documents. In addition, if any
     Holder that has provided the information required by Section 2.1(d) shall
     so request in writing, a reasonable time prior to filing any such
     documents, the Company shall furnish to such Holder copies of all such
     documents proposed to be filed and use its reasonable efforts to reflect in
     each such document when so filed with the SEC such comments as such Holder
     reasonably shall propose within two business days of the delivery of such
     copies to such Holder and make representatives of the Company, as shall be
     reasonably requested by such Holder, available for discussion of such
     documents;

          (p) if requested by any selling Holder or the underwriters, if any,
     incorporate in the Shelf Registration Statement or Prospectus, pursuant to
     a supplement or post-effective amendment if necessary, such information as
     such selling Holder or underwriter, if any, may reasonably request to have
     included therein with respect to the name or names of such selling Holder,
     the number of shares of Common Stock or principal amount of Notes owned by
     such Holder, the plan of distribution of the Registrable Securities (as
     required by Item 508 of Regulation S-K), the principal amount of Notes or
     number of shares of Common Stock being sold, the purchase price being paid
     therefor, and any other terms of the offering of the Registrable Securities
     to be sold in such offering;

          (q) use its commercially reasonable efforts to cause all Registrable
     Securities to be listed on any securities exchange or inter-dealer
     quotation system on which similar debt securities issued by the Company are
     then listed if requested by the Majority Holders, or if requested by the
     underwriter or underwriters of an underwritten offering of Registrable
     Securities, if any;


                                       11

<PAGE>

          (r) otherwise comply with all applicable rules and regulations of the
     SEC relating to its obligations hereunder and make available to its
     securityholders, as soon as reasonably practicable, an earnings statement
     covering at least 12 months which shall satisfy the provisions of Section
     11(a) of the 1933 Act and Rule 158 thereunder; and

          (s) use its commercially reasonable efforts to cooperate and assist in
     any filings required to be made with the NASD by any underwriter and its
     counsel (including any "qualified independent underwriter" that is required
     to be retained in accordance with the rules and regulations of the NASD).

     Without limiting the provisions of Section 2.1(d), the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

     Each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(ii), (iii), (iv), (v) and (vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
Prospectus included in the Shelf Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(j) hereof or written notice from the Company that the Shelf
Registration Statement is again effective and no amendment or supplement is
needed, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in such Holder's possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. Each Holder agrees that, upon receipt of written notice from the Company
of any Suspension Period in accordance with Section 2.5 hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
Prospectus included in the Shelf Registration Statement until such Holder's
receipt of written notice from the Company that such Suspension Period has
ended.

     In the event that a Registration Default occurs and is continuing under
Section 2.4(a) hereof, the Company shall not file any registration statement
with respect to any securities (within the meaning of Section 2(l) of the 1933
Act) of the Company other than Registrable Securities or a registration
statement relating to the registration of securities under an employee benefit
plan. In addition, in the event that a Registration Default occurs and is
continuing under Section 2.4(b), (c) or (d) hereof, subject to other contractual
obligations of the Company to third parties, the Company will not take any
action (including requesting acceleration of effectiveness) which would cause
another registration statement with respect to any other securities (within the
meaning of Section 2(l) of the 1933 Act) of the Company to become or be declared
effective other than a registration statement relating to the registration of
securities under an employee benefit plan.

     If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be acceptable to the Company. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.


                                       12

<PAGE>

     4.   Indemnification; Contribution.

          (a) The Company agrees to indemnify and hold harmless the Initial
     Purchaser, each Holder, each Person who participates as an underwriter (any
     such Person being an "Underwriter") and each Person, if any, who controls
     any such Initial Purchaser, Holder or Underwriter within the meaning of
     Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

               (i) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, arising out of any untrue statement
          or alleged untrue statement of a material fact contained in any Shelf
          Registration Statement (or any amendment or supplement thereto),
          including the Rule 430B information, pursuant to which Registrable
          Securities were registered under the 1933 Act, including all documents
          incorporated therein by reference, or the omission or alleged omission
          therefrom of a material fact required to be stated therein or
          necessary to make the statements therein not misleading, or arising
          out of any untrue statement or alleged untrue statement of a material
          fact contained in any Prospectus (or any amendment or supplement
          thereto) or any Issuer Free Writing Prospectus (or any amendment or
          supplement thereto) or the omission or alleged omission therefrom of a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading;

               (ii) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or of any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission; provided, that (subject to Section 4(d) below) any such
          settlement is effected with the prior written consent of the Company;
          and

               (iii) against any and all reasonable out-of-pocket expense
          whatsoever, as incurred (including the reasonable fees and
          disbursements of counsel chosen by any indemnified party), reasonably
          incurred in investigating, preparing or defending against any
          litigation, or any investigation or proceeding by any governmental
          agency or body, commenced or threatened, or any claim whatsoever based
          upon any such untrue statement or omission, or any such alleged untrue
          statement or omission, to the extent that any such expense is not paid
          under subparagraph (i) or (ii) above;

     provided, however, that this indemnity agreement shall not apply to any
     loss, liability, claim, damage or expense to the extent arising out of any
     untrue statement or omission or alleged untrue statement or omission made
     in reliance upon and in conformity with written information furnished to
     the Company by or on behalf of any Holder or Underwriter expressly for use
     in a Shelf Registration Statement (or any amendment thereto), including the
     Rule 430B information, any Prospectus (or any amendment or supplement
     thereto) or any Issuer Free Writing Prospectus (or any amendment or
     supplement thereto).

          (b) Each Holder, severally, but not jointly, agrees to indemnify and
     hold harmless the Company, the Initial Purchaser, each Underwriter and the
     other selling Holders, and each of their respective directors and officers,
     and each Person, if any, who controls the Company, the Initial Purchaser,
     any Underwriter or any other selling Holder within the meaning of Section
     15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
     liability, claim, damage and expense described in the indemnity contained
     in Section 4(a) hereof, as incurred (including the


                                       13

<PAGE>

     fees and disbursements of counsel chosen by the Company), but only with
     respect to untrue statements or omissions, or alleged untrue statements or
     omissions, made in the Shelf Registration Statement (or any amendment
     thereto), including the Rule 430B Information, or any Prospectus included
     therein (or any amendment or supplement thereto) or any Issuer Free Writing
     Prospectus in reliance upon and in conformity with written information with
     respect to such Holder furnished to the Company by or on behalf of such
     Holder expressly for use in the Shelf Registration Statement (or any
     amendment thereto) or such Prospectus (or any amendment or supplement
     thereto) or any Issuer Free Writing Prospectus; provided, however, that no
     such Holder shall be liable for any claims hereunder in excess of the
     amount of net proceeds received by such Holder from the sale of Registrable
     Securities pursuant to such Shelf Registration Statement.

          (c) Each indemnified party shall give notice as promptly as reasonably
     practicable to each indemnifying party of any action or proceeding
     commenced against it in respect of which indemnity may be sought hereunder,
     but failure to so notify an indemnifying party shall not relieve such
     indemnifying party from any liability hereunder to the extent it is not
     materially prejudiced as a result thereof and in any event shall not
     relieve it from any liability which it may have otherwise than on account
     of this indemnity agreement. An indemnifying party may participate at its
     own expense in the defense of such action; provided, however, that counsel
     to the indemnifying party shall not (except with the consent of the
     indemnified party) also be counsel to the indemnified party. In no event
     shall the indemnifying party or parties be liable for the fees and expenses
     of more than one counsel (in addition to any local counsel) separate from
     their own counsel for all indemnified parties in connection with any one
     action or separate but similar or related actions in the same jurisdiction
     arising out of the same general allegations or circumstances. No
     indemnifying party shall, without the prior written consent of the
     indemnified parties, settle or compromise or consent to the entry of any
     judgment with respect to any litigation, or any investigation or proceeding
     by any governmental agency or body, commenced or threatened, or any claim
     whatsoever in respect of which indemnification or contribution could be
     sought under this Section 4 (whether or not the indemnified parties are
     actual or potential parties thereto), unless such settlement, compromise or
     consent (i) includes an unconditional release of each indemnified party
     from all liability arising out of such litigation, investigation,
     proceeding or claim and (ii) does not include a statement as to or an
     admission of fault, culpability or a failure to act by or on behalf of any
     indemnified party.

          (d) If at any time an indemnified party shall have requested an
     indemnifying party to reimburse the indemnified party for fees and expenses
     of counsel, such indemnifying party agrees that it shall be liable for any
     settlement of the nature contemplated by Section 4(a)(ii) effected without
     its written consent if (i) such settlement is entered into more than 45
     days after receipt by such indemnifying party of the aforesaid request,
     (ii) such indemnifying party shall have received notice of the terms of
     such settlement at least 30 days prior to such settlement being entered
     into and (iii) such indemnifying party shall not have reimbursed such
     indemnified party in accordance with such request prior to the date of such
     settlement.

          (e) If the indemnification provided for in this Section 4 is for any
     reason unavailable to or insufficient to hold harmless an indemnified party
     in respect of any losses, liabilities, claims, damages or expenses referred
     to therein, then each indemnifying party shall contribute to the aggregate
     amount of such losses, liabilities, claims, damages and expenses incurred
     by such indemnified party, as incurred, in such proportion as is
     appropriate to reflect the relative fault of the Company on the one hand
     and the Holders and the Initial Purchaser on the other hand in connection
     with the statements or omissions which resulted in such losses,
     liabilities, claims, damages or expenses, as well as any other relevant
     equitable considerations.


                                       14

<PAGE>

     The relative fault of the Company on the one hand and the Holders and the
Initial Purchaser on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, or by the Holders or the Initial Purchaser
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     The Company, the Holders and the Initial Purchaser agree that it would not
be just and equitable if contribution pursuant to this Section 4 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 4. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 4 shall be deemed
to include any reasonable out-of-pocket legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, the Initial Purchaser
shall not be required to contribute any amount in excess of the amount by which
the total price at which the Securities sold by it were offered exceeds the
amount of any damages which the Initial Purchaser has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 4, each Person, if any, who controls the
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company.

     5.   Miscellaneous.

     5.1. No Inconsistent Agreements. The Company has not entered into and the
          Company will not after the date of this Agreement enter into any
          agreement which is inconsistent with the rights granted to the Holders
          of Registrable Securities in this Agreement or otherwise conflicts
          with the provisions hereof. The rights granted to the Holders
          hereunder do not and will not for the term of this Agreement in any
          way conflict with the rights granted to the holders of the Company's
          other issued and outstanding securities under any such agreements.

     5.2. Adjustments Affecting Registrable Securities. The Company shall not,
          directly or indirectly, intentionally take any action with respect to
          the Registrable Securities as a class that would adversely affect the
          ability of the Holders of Registrable Securities to include such
          Registrable Securities in a registration undertaken pursuant to this
          Agreement.

     5.3. Amendments and Waivers. The provisions of this Agreement, including
          the provisions of this sentence, may not be amended, modified or
          supplemented, and waivers or consents to departures from the
          provisions hereof may not be given unless the Company


                                       15

<PAGE>

          has obtained the written consent of Holders of at least a majority in
          aggregate principal amount of the outstanding Registrable Securities
          (assuming conversion of all Notes into Common Stock) affected by such
          amendment, modification, supplement, waiver or departure.
          Notwithstanding the foregoing, this Agreement may be amended by a
          written agreement between the Company and the Initial Purchaser,
          without the consent of the Holders of the Registrable Securities, in
          order to cure any ambiguity or to correct or supplement any provision
          contained herein, provided that no such amendment shall adversely
          affect the interest of the Holders of Registrable Securities. Each
          Holder of Registrable Securities outstanding at the time of any
          amendment, modification, waiver or consent pursuant to this Section
          5.3, shall be bound by such amendment, modification, waiver or
          consent, whether or not any notice or writing indicating such
          amendment, modification, waiver or consent is delivered to such
          Holder.

     5.4. Notices. Unless otherwise specified herein, all notices and other
          communications provided for or permitted hereunder shall be made in
          writing by hand delivery, registered first-class mail, facsimile, or
          any courier guaranteeing overnight delivery (a) if to a Holder, at the
          most current address given by such Holder to the Company in a
          Questionnaire or by means of a notice given in accordance with the
          provisions of this Section 5.4, which address initially is the address
          set forth in the Purchase Agreement with respect to the Initial
          Purchaser; and (b) if to the Company, initially at the Company's
          address set forth in the Purchase Agreement, and thereafter at such
          other address of which notice is given in accordance with the
          provisions of this Section 5.4.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; four business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if sent by facsimile; and on the next business day if timely
delivered to an overnight courier.

Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

     5.5. Successor and Assigns. This Agreement shall inure to the benefit of
          and be binding upon the successors, assigns and transferees of each of
          the parties, including, without limitation and without the need for an
          express assignment, subsequent Holders; provided, that, nothing herein
          shall be deemed to permit any assignment, transfer or other
          disposition of Registrable Securities in violation of the terms of the
          Purchase Agreement or the Indenture. If any transferee of any Holder
          shall acquire Registrable Securities, in any manner, whether by
          operation of law or otherwise, such Registrable Securities shall be
          held subject to all of the terms of this Agreement, and by taking and
          holding such Registrable Securities such person shall be conclusively
          deemed to have agreed to be bound by and to perform all of the terms
          and provisions of this Agreement, including the restrictions on resale
          set forth in this Agreement and, if applicable, the Purchase
          Agreement, and such person shall be entitled to receive the benefits
          hereof. The Initial Purchaser (in its capacity as Initial Purchaser)
          shall have no liability or obligation to the Company with respect to
          any failure by a Holder, other than such Initial Purchaser, to comply
          with, or breach by any Holder, other than such Initial Purchaser, of,
          any of the obligations of such Holder under this Agreement.

     5.6. Third Party Beneficiaries. The Initial Purchaser (even if the Initial
          Purchaser is not a Holder of Registrable Securities) shall be a third
          party beneficiary to the agreements made hereunder between the
          Company, on the one hand, and the Holders, on the other


                                       16

<PAGE>

          hand, and shall have the right to enforce such agreements directly to
          the extent it deems such enforcement necessary or advisable to protect
          its rights or the rights of Holders hereunder. Each Holder of
          Registrable Securities shall be a third party beneficiary to the
          agreements made hereunder between the Company, on the one hand, and
          the Initial Purchaser, on the other hand, and shall have the right to
          enforce such agreements directly to the extent it deems such
          enforcement necessary or advisable to protect its rights hereunder.

     5.7. Specific Enforcement. Without limiting the remedies available to the
          Initial Purchaser and the Holders, the Company acknowledges that any
          failure by the Company to comply with its obligations under Section
          2.1 hereof may result in material irreparable injury to the Initial
          Purchaser or the Holders for which there is no adequate remedy at law,
          that it may not be possible to measure damages for such injuries
          precisely and that, in the event of any such failure, the Initial
          Purchaser or any Holder may seek such relief as may be required to
          specifically enforce the Company's obligations under Sections 2.1
          hereof.

     5.8. Restriction on Resales. Until the expiration of two years after the
          original issuance of the Securities, the Company will not, and will
          cause its controlled Affiliates not to, resell any Securities that are
          "restricted securities" (as such term is defined under Rule 144(a)(3)
          under the 1933 Act) that have been reacquired by any of them and shall
          immediately upon any purchase of any such Securities submit such
          Securities to the Trustee for cancellation.

     5.9. Counterparts. This Agreement may be executed in any number of
          counterparts and by the parties hereto in separate counterparts, each
          of which when so executed shall be deemed to be an original and all of
          which taken together shall constitute one and the same agreement.

     5.10. Headings. The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning
          hereof.

     5.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
          PRINCIPLES OF CONFLICT OF LAWS THEREOF.

     5.12. Severability. In the event that any one or more of the provisions
          contained herein, or the application thereof in any circumstance, is
          held invalid, illegal or unenforceable, the validity, legality and
          enforceability of any such provision in every other respect and of the
          remaining provisions contained herein shall not be affected or
          impaired thereby.

     5.13. Entire Agreement. This Agreement is intended by the parties as a
          final expression of their agreement and intended to be a complete and
          exclusive statement of the agreement and understanding of the parties
          hereto in respect of the subject matter contained herein. There are no
          restrictions, promises, warranties or undertakings, other than those
          set forth or referred to herein with respect to the registration
          rights granted by the Company with respect to the Registrable
          Securities. This Agreement supersedes all prior agreements and
          understandings between the parties with respect to such subject
          matter.


                                       17

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        SPSS INC.


                                        By: /s/ Raymond H. Panza
                                            ------------------------------------
                                        Name: Raymond H. Panza
                                        Title: EVP-CFO


Confirmed and accepted
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


By: /s/ Patrick Zanoni
    ---------------------------------
Name: Patrick Zanoni
Title: Vice President

                [Signature Page to Registration Rights Agreement]