Prepared By R.R. Donnelley Financial -- Form 8-K

On November 30, 2010, BMC Software, Inc. ("BMC") entered into a Credit Agreement (the "Credit Agreement") with each of the lenders party thereto (the "Lenders"), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank N.A., as Syndication Agent, and Barclays Bank plc, Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole book manager, providing for an unsecured revolving credit facility in an amount of up to $400.0 million. Subject to certain conditions, at any time prior to maturity, BMC will be able to invite existing and new lenders to increase the size of the revolving credit facility up to a maximum of $600.0 million. The revolving credit facility has sublimits for swing line loans up to $25.0 million and for the issuance of standby letters of credit in a face amount up to $50.0 million. The facility will be available for ge neral corporate purposes.

Revolving loans under the Credit Agreement bear interest, at the Company's option, at a rate equal to either (i) the base rate plus a margin based on BMC's senior debt ratings or (ii) the LIBOR rate plus a margin based on BMC's senior debt ratings, for interest periods of 1, 2, 3 or 6 months. The base rate is defined as the highest of (i) the federal funds rate plus a margin equal to 0.50%, (ii) Bank of America, N.A.'s prime rate, and (iii) except during a period when LIBOR rates are unavailable, the LIBOR rate for a 1-month interest period plus a margin equal to 1.00%. BMC is also obligated to pay other customary closing fees, commitment fees and letter of credit fees for a credit facility of this size and type.

Revolving loans may be borrowed, repaid and reborrowed until November 30, 2014, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans an d at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to LIBOR rate loans. BMC may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of LIBOR rate loans.

The Credit Agreement contains customary representations and warranties. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict BMC's ability to, among other things, grant liens, make investments, incur subsidiary indebtedness, merge or consolidate, enter into certain sale and lease-back transactions, and make certain payments, in each case subject to customary exceptions for a credit facility of this size and type. BMC is also required to maintain compliance with a consolidated interest coverage ratio and a consolidated levera ge ratio.

The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations not paid when due at a per annum rate equal to 2.00% above the base rate plus the then applicable margin for base rate loans.

In the ordinary course of their respective businesses, certain of the Lenders and the other parties to the Credit Agreement and their respective affiliates are, and may become in the future, customers of BMC and have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with BMC for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

Delaware		74-2126120
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

		BMC Software, Inc.


Date: December 01, 2010	By:	/s/ Christopher C. Chaffin
		Christopher C. Chaffin
		Vice President, Deputy General Counsel & Asst. Secretary