0001193125-17-299733 Sample Contracts

NETAPP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 29th, 2017 • NetApp, Inc. • Computer storage devices • New York

NetApp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”) under the terms and subject to the conditions set forth in this agreement (the “Agreement”), to be issued under the indenture (the “Base Indenture”) and third supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) specified in Schedule I hereto between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.

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NETAPP, INC., as Issuer and as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of September 29, 2017 $400,000,000 of 2.000% Senior Notes due 2019 and $400,000,000 of 3.300% Senior Notes due 2024
Third Supplemental Indenture • September 29th, 2017 • NetApp, Inc. • Computer storage devices • New York

THIS THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”) is dated as of September 29, 2017 between NETAPP, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

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