0001193125-12-473672 Sample Contracts

BMC SOFTWARE, INC.
Underwriting Agreement • November 16th, 2012 • BMC Software Inc • Services-prepackaged software • New York

Introductory. BMC Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 4.50% Notes due 2022 (the “Notes”). Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

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