LETTER WAIVER

Exhibit 10.1

LETTER WAIVER

Dated as of January 18, 2017

To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”) party
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the “Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the Amended and Restated Credit Agreement dated as of May 29, 2015 (the “Credit Agreement”) among the undersigned, the Lenders party thereto and the Agent. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

We hereby request that you waive the requirements of, and compliance by the Borrower with, Section 5.03(a) of the Credit Agreement for the fiscal quarter of the Borrower ending January 31, 2017. On the effective date of this Letter, you hereby waive the requirements of, and compliance by the Borrower with, Section 5.03(a) of the Credit Agreement for the fiscal quarter of the Borrower ending January 31, 2017.

The Borrower represents and warrants that (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations and warranties set forth in subsection (e)(ii) thereof and in subsection (f)(i) thereof) are correct on and as of the date hereof, as though made on and as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date), and (ii) no Event of Default or Default has occurred and is continuing.

This Letter Waiver shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Waiver executed by us and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Waiver. This Letter Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

The Credit Agreement, except to the extent of the waiver specifically provided above, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning at least two counterparts of this Letter Waiver to Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

This Letter Waiver may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier or electronic communications shall be effective as delivery of a manually executed counterpart of this Letter Waiver.

[Signature pages follow]

This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

AUTODESK, INC.

By    /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: VP, Finance, Tax, Treasury & Risk

Agreed as of the date first above written:

CITIBANK, N.A.,     as Agent and as Lender

By    /s/ Xxxxx X. Xxxxx         Name: Xxxxx X. Xxxxx     Title: Vice President

U.S. BANK NATIONAL ASSOCIATION

By    /s/ Xxx Xxxxxxx         Name: Xxx Xxxxxxx     Title: Vice President

BANK OF AMERICA, N.A.

By    /s/ My-Xxxx Xxxxxxxx         Name: My-Xxxx Xxxxxxxx     Title: Vice President

JPMORGAN CHASE BANK, N.A.

By    /s/ Xxxxxxx Xxxxxxx         Name: Xxxxxxx Xxxxxxx     Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By    /s/ Xxxxx X. Xxxxxx         Name: Xxxxx X. Xxxxxx     Title: VP Loan Team Manager

XXXXXX XXXXXXX BANK, N.A.

By    /s/ Gilroy X'Xxxxx         Name: Gilroy X'Xxxxx     Title: Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By    /s/ Xxxxxxx Xxx         Name: Xxxxxxx Xxx     Title: Director