On September 30, 2021, Autodesk, Inc. (the Company) entered into an Amended and Restated Credit Agreement (the Credit Agreement) by and among the Company, the lenders from time to time party thereto and Citibank, N.A. (Citibank), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $1,500,000,000. As of September 30, 2021, the Company had no outstanding revolving loans under the Credit Agreement. The Credit Agreement replaced and terminated the Companys existing $650,000,000 Amended and Restated Credit Agreement dated as of December 17, 2018, among the Company, the lenders party thereto and Citibank, N.A., as administrative agent. The Credit Agreement permits the Company to increase the commitments for revolving loans under the Credit Agreement no more than twice a calendar year, up to a maximum aggregate principal amount of $2,000,000,000, subject to the satisfaction of certain customary conditions, including obtaining additional commitments from the lenders then party to the Credit Agreement or new lenders. The proceeds of the revolving loans under the Credit Agreement may be used by the Company for working capital and general corporate purposes. Revolving loans under the Credit Agreement will bear interest, at the Companys option, at either (i) a per annum rate equal to the Base Rate (as defined below) plus a margin of between 0.000% and 0.375%, depending on the Companys Public Debt Rating (as defined in the Credit Agreement), or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market, plus a margin of between 0.785% and 1.375%, depending on Companys Public Debt Rating. The Credit Agreement includes customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate. Under the Credit Agreement, the Company will pay to each lender a facility fee on a quarterly basis based on amounts committed (whether used or unused) under the revolving facility of between 0.090% and 0.250% per annum, depending on the Companys Public Debt Rating. The Company is also obligated under the Credit Agreement to pay agent fees customary for a credit facility of this size and type. The Credit Agreement incorporates certain sustainability-linked mechanics. Specifically, the Companys interest rate margin and facility fee are subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified targets based on two key performance indicator metrics: (i) the amount of scope 1 and 2 greenhouse gas emissions from the global operations of the Company and its subsidiaries during a fiscal year less qualified emissions reduction instruments and (ii) the percentage of employees of the Company and its subsidiaries identifying as female working in technical roles. The Credit Agreement requires the Company to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the Credit Agreement) no greater than 3.50:1.00 during the term of the credit facility, subject to adjustment following the consummation of certain acquisitions up to 4.00:1.00 for up to four consecutive fiscal quarters. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens on property, enter into certain mergers, dispose of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, materially change their business and incur subsidiary indebtedness, in each case subject to customary exceptions for a credit facility of this size and type.