**Exhibit 10.8**

**EXECUTION COPY**

WAIVER NO. 2 

THIS WAIVER NO. 2 (this “Waiver”) is being executed and delivered as of December 8, 2006, by and among BEA Systems, Inc., aDelaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain ofthe lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement. 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are currently partyto that certain Credit Agreement dated as of July 31, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, the Borrower, the Administrative Agent and certain Lenders entered into Waiver No. 1 to the Credit Agreement, dated as of October 6,2006 (the “Prior Waiver”); 

WHEREAS, the Borrower has requested the Lenders and the Administrative Agent to waive certainprovisions of the Credit Agreement in certain respects; 

WHEREAS, certain of the Lenders and the Administrative Agent have agreed to waivecertain provisions of the Credit Agreement on the terms and conditions set forth in Section 1 hereof. 

NOW, THEREFORE, inconsideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: 

1. Waiver. The Borrower has informed the Lenders of an internal review of its historical stock option grants and related impact, if any, on itsfinancial performance and condition (the “Options Issue”). The Borrower has also informed the Lenders that a Default has occurred and is continuing as a result of the Borrower’s failure to timely deliver to the AdministrativeAgent and the Lenders the financial statements and related documents required under Sections 5.01(b) and 5.01(c) of the Credit Agreement for the second quarter of the Borrower’s fiscal year ending January 31, 2007 and expectsto fail to timely deliver the financial statements and related documents required under such sections for the third quarter of the Borrower's fiscal year ending January 31, 2007 (collectively, the “Reporting Default”). Inaccordance with the provisions of Section 9.02 of the Credit Agreement, the Borrower has requested that, subject to the terms hereof, the Required Lenders waive the hereinafter-defined Specified Defaults. The Required Lenders herebywaive, solely during the Waiver Period (as defined below), (x) the Reporting Default and (y) any other Default that may have arisen by virtue of the Options Issue from the making by the Borrower of the representations and warranties inSections 3.04, 3.11 and 3.14 of the Credit Agreement insofar as such Sections 

relate to the Previous Financial Statements (as defined below) (the Reporting Default and such other Defaults being collectively referred to herein as the“Specified Defaults”). The Borrower and the Required Lenders furthermore agree that, notwithstanding anything contained in the Prior Waiver to the contrary, (a) Section 4.02(a) of the Credit Agreement shall bedeemed to apply, with respect to matters arising as a result of the Options Issue, to the representations and warranties contained in Sections 3.04, 3.11 and 3.14 of the Credit Agreement insofar as such Sections relate to theBorrower’s financial statements as of and for the fiscal year ended January 31, 2006 and as of and for the fiscal quarter and portion of the fiscal year ended April 30, 2006 which have been delivered to the Lenders prior to the datehereof (collectively, the “Previous Financial Statements”) and which the Borrower is currently in the process of investigating as disclosed to the Lenders and the Reporting Default and (b) Section 4.02(b) of theCredit Agreement shall be deemed to apply to the Specified Defaults. Notwithstanding anything contained herein to the contrary, the waiver granted hereunder shall remain in effect only during the period (the “Waiver Period”)commencing on the date hereof and expiring on the Waiver Expiration Date (it being understood and agreed that it is an explicit condition to this Waiver that the Reporting Default be cured by no later than the Waiver Expiration Date and that, if theReporting Default is not cured on or before the Waiver Expiration Date, each Specified Default shall be deemed to be (notwithstanding anything contained in clause (e) of Article VII of the Credit Agreement to the contrary) an Event of Defaultwithout the necessity of any notice or lapse of time). As used herein, “Waiver Expiration Date” means the earlier of (a) March 9, 2007, (b) the date of delivery to the Administrative Agent or the Lenders of anymodified or restated version of a Previous Financial Statement which, in the reasonable opinion of the Required Lenders, materially adversely deviates from the original version thereof in a manner that negatively impacts the creditworthiness of theBorrower and (c) the date of occurrence of any Default or Event of Default other than the Specified Defaults. Furthermore, the parties hereto agree that (1) from and after the date hereof until the earlier of the end of the Waiver Periodand the date of delivery to the Administrative Agent and the Lenders of the financial statements and related documents which are the subject of the Reporting Default, the Applicable Rate shall be deemed to be based upon Category 2 in the definitionof Applicable Rate and (2) the Availability Period and the commitments of the Lenders to make additional Loans and of the Issuing Bank to issue, amend, renew or extend any Letters of Credit shall be deemed suspended, the Lenders shall have noobligation to make a Loan and the Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit, in each case until the date of delivery to the Administrative Agent and the Lenders of (i) ratification andreaffirmation of the Previous Financial Statements or modified or restated versions of the Previous Financial Statements which, in the reasonable opinion of the Required Lenders, do not materially adversely deviate from the original version thereofin a manner that negatively impacts the creditworthiness of the Borrower and (ii) the financial statements and related documents which are the subject of the Reporting Default (it being understood that the foregoing shall not prohibit anyconversion (from one Type to another Type) or continuation of any currently outstanding Revolving Loan). 

Pursuant to the provisions ofSection 9.02 of the Credit Agreement, except as set forth herein, no failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power under the Credit Agreement or under any other LoanDocument shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude 

 

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any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank andthe Lenders under the Credit Agreement and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. All remedies contained in the Loan Documents or by law as a result of theSpecified Defaults are hereby reserved on behalf of the Administrative Agent and the Lenders following the Waiver Period. 

2. Conditionsof Effectiveness. This Waiver shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition that the Administrative Agent shall have received executed counterparts of this Waiver dulyexecuted and delivered by the Borrower and the Required Lenders. 

3. Representation and Warranties. The Borrower hereby representsand warrants that, other than in connection with the Reporting Default or, solely as a result of the Options Issue, Sections 3.04, 3.11 and 3.14 of the Credit Agreement insofar as such Sections relate to the Previous FinancialStatements, (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warrantiesspecifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) no Default has occurred or is continuing. 

4. No Implicit Waiver. Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Waiver shall neitheroperate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the CreditAgreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with its original terms. Without limiting the generality of the foregoing, the making of a Loanor issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 

5. **GOVERNING LAW. THIS WAIVER NO. 2 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.**

[Signature Pages Follow] 

 

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IN WITNESS WHEREOF, this Waiver No. 2 has been duly executed as of the day and year first abovewritten. 

 
BEA SYSTEMS, INC.,as the BorrowerBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative AgentBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

CITICORP USA, INC.,

individually as a Lenderand as Syndication Agent
By: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

BANK OF AMERICA, N.A.,

individually as aLender and as Co-Documentation

Agent
By: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

COMERICA BANK,

individually as a Lender andas Co-Documentation Agent
By: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender and as Co-Documentation AgentBy: 
 
Name: Title: By: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

BNP PARIBAS,as a LenderBy: 
 
Name: Title: By: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

SUMITOMO MITSUI BANKING CORPORATION,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

WELLS FARGO BANK, N.A.,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

HSBC BANK USA, NATIONAL ASSOCIATION,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

THE BANK OF NOVA SCOTIA,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

THE NORTHERN TRUST COMPANY,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

U.S. BANK NATIONAL ASSOCIATION,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement 

THE BANK OF NEW YORK,as a LenderBy: 
 
Name: Title: 
Waiver No. 2 to 

BEA Systems, Inc. Credit Agreement