exv10w2






EXHIBIT 10.2




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of March 3, 2009 by and among SMITH INTERNATIONAL, INC., a Delaware corporation, and M-I L.L.C.,
a Delaware limited liability company (collectively, the “Borrowers”); each of the Lenders
which is or may from time to time become a party to the Credit Agreement (as defined below)
(individually, a “Lender” and, collectively, the “Lenders”), and COMERICA BANK,
acting as administrative agent for the Lenders (in such capacity, together with its successors in
such capacity, the “Administrative Agent”).



RECITALS




     A. The Borrowers, the Lenders and the Administrative Agent executed and delivered that certain
Credit Agreement dated as of May 5, 2005, as amended by instruments dated as of August 22, 2006 and
August 15, 2008. Said Credit Agreement, as amended, supplemented and restated, is herein called
the “Credit Agreement”. Any capitalized term used in this Amendment and not otherwise
defined shall have the meaning ascribed to it in the Credit Agreement.



     B. The Borrowers, the Lenders and the Administrative Agent desire to amend the Credit
Agreement in certain respects.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations
and warranties herein set forth, and further good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative
Agent do hereby agree as follows:



     SECTION 1. Amendment to Credit Agreement. Section 5.09 of the Credit
Agreement is hereby amended to read in its entirety as follows:




SECTION 5.09 Financial Covenants. Borrower will have and maintain, on a
consolidated basis, a Debt to Capitalization Ratio of not greater than 45%.



     SECTION 2. Ratification. Except as expressly amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect. None of the rights,
title and interests existing and to exist under the Credit Agreement are hereby released,
diminished or impaired, and the Borrowers hereby reaffirm all covenants, representations and
warranties in the Credit Agreement.



     SECTION 3. Expenses. The Borrowers shall pay to the Administrative Agent all
reasonable fees and expenses of its legal counsel incurred in connection with the execution of this
Amendment.



 









 





     SECTION 4. Certifications. The Borrowers hereby certify that (a) no material adverse
change in the assets, liabilities, financial condition, business or affairs of the Borrowers has
occurred and (b) subject to the waiver set forth herein, no Default or Event of Default has
occurred and is continuing or will occur as a result of this Amendment.



     SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the
benefit of the Borrowers, the Lenders and the Administrative Agent and their respective successors,
assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the
required parties; (c) shall be governed by and construed in accordance with the laws of the State
of Texas and the United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and all such separate counterparts shall constitute but one
and the same agreement and (e) together with the other Loan Documents, embodies the entire
agreement and understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements, consents and understandings relating to such subject matter. The
headings herein shall be accorded no significance in interpreting this Amendment.



NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02




     THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY
ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



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     IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative Agent have caused this
Amendment to be signed by their respective duly authorized officers, effective as of the date first
above written.



	 	 	 	 	 
	 	SMITH INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ MARGARET K. DORMAN
 	 
	 	 	Name:  	Margaret K. Dorman 	 
	 	 	Title:  	EVP, CFO & Treasurer 	 
	 



	 	 	 	 	 
	 	M-I L.L.C.,

a Delaware limited liability company

 	 
	 	By:  	/s/ W. F. RICHTER
 	 
	 	 	Name:  	W. F. Richter 	 
	 	 	Title:  	Vice President — CFO & Treasurer 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 






	 	 	 	 	 
	 	COMERICA BANK,

as Administrative Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ PAGE DILLEHUNT
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                         /s/ MICHAEL WILLIS
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Director 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ JOHN PREECE
 	 
	 	 	Name:  	John Preece 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	DNB NOR BANK ASA

 	 
	 	By:  	/s/ SANJIV NAYAR
 	 
	 	 	Name:  	Sanjiv Nayar 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ CATHLEEN BUCKLEY
 	 
	 	 	Name:  	Cathleen Buckley 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V.

 	 
	 	By:  	/s/ TODD VAUBEL
 	 
	 	 	Name:  	Todd Vaubel 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ SCOTT DONALDSON
 	 
	 	 	Name:  	Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ THOMAS E. OKAMOTO
 	 
	 	 	Name:  	Thomas E. Okamoto 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION

 	 
	 	By:  	/s/ C. DAVID ALLMAN
 	 
	 	 	Name:  	C. David Allman 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ LOUIS ALDER
 	 
	 	 	Name:  	Louis Alder 	 
	 	 	Title:  	First Vice President 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	BANK OF NEW YORK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Pages to Third Amendment to Credit Agreement]