1 EXHIBIT 7.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 10th, 2001 • Smith International Inc • Miscellaneous chemical products • Texas
EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights Agreement between First Chicago Trust Company of New York (the "Rights Agent") and Smith International Inc. dated June 8, 2000 (the...Rights Agreement • November 14th, 2001 • Smith International Inc • Miscellaneous chemical products
EXHIBIT 10.1 CHANGE-OF-CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Smith International, Inc., a Delaware corporation (the "Company") and MICHAEL D. PEARCE (the "Executive"), effective as of the 15th day of May, 2005. The Board of Directors...Employment Agreement • May 19th, 2005 • Smith International Inc • Miscellaneous chemical products • Texas
Exhibit 10.1 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AGREEMENT ("Amendment") dated as of January 17, 2001 (the "Amendment Effective Date") is made and entered into by and among SMITH INTERNATIONAL, INC. (the "Borrower"), a Delaware...Loan Agreement • May 15th, 2001 • Smith International Inc • Miscellaneous chemical products • Texas
DRAFT 8/8/97 SMITH INTERNATIONAL, INC. % SENIOR NOTES DUE 2007Smith International Inc • August 22nd, 1997 • Miscellaneous chemical products • New York
SUPPLY AGREEMENTSupply Agreement • March 21st, 1996 • Smith International Inc • Oil & gas field machinery & equipment
EXHIBIT 99.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into as of May 15, 2005 (the "EFFECTIVE DATE"), by and between Smith International, Inc. (hereafter "COMPANY") and Roger Brown (hereafter "EXECUTIVE")....Employment Agreement • March 3rd, 2005 • Smith International Inc • Miscellaneous chemical products • Texas
1 EXHIBIT 1.1 SMITH INTERNATIONAL, INC. 6 3/4% SENIOR NOTES DUE 2011 UNDERWRITING AGREEMENT February 13, 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Chase Securities Inc. Morgan Stanley & Co. Incorporated c/o Merrill...Smith International Inc • February 15th, 2001 • Miscellaneous chemical products • New York
RIGHTS AGREEMENTRights Agreement • September 6th, 2005 • Smith International Inc • Miscellaneous chemical products
Pursuant to Section 12 of the Rights Agreement by and between Smith International, Inc. (the "Company") and EquiServe Trust Company, N.A. dated as of June 20, 2000, as amended (the "Agreement"), the Company provides the following information. Capitalized terms have the meaning as defined in the Agreement unless otherwise defined in this certificate.
1 EXHIBIT 4.1 CUSIP: 832110 AG 5 NO. 001 $250,000,000 [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN...Smith International Inc • February 15th, 2001 • Miscellaneous chemical products
2 3 Section 9. Amended Definitions. As used in the Loan Agreement (including all Exhibits thereto) and all other instruments and documents executed in connection therewith, on and subsequent to the Third Amendment Effective Date the term (i)...Loan Agreement • March 21st, 1996 • Smith International Inc • Oil & gas field machinery & equipment • Texas
NOTE AGREEMENTNote Agreement • March 28th, 2000 • Smith International Inc • Miscellaneous chemical products
EXHIBIT 10.17 CHANGE-OF-CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Smith International, Inc., a Delaware corporation (the "Company") and ROGER A. BROWN (the "Executive"), dated as of the 4th day of January, 2000. The Board of Directors of...Employment Agreement • March 28th, 2000 • Smith International Inc • Miscellaneous chemical products • Texas
1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1ST day of May, 1991, is entered into by SMITH INTERNATIONAL, INC., a Delaware corporation with its principal place of business at Houston, Texas (the...Employment Agreement • March 21st, 1997 • Smith International Inc • Miscellaneous chemical products • Texas
1 EXHIBIT 10.13 CHANGE-OF-CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Smith International, Inc., a Delaware corporation (the "Company") and RICHARD A. WERNER (the "Executive"), dated as of the 4th day of January, 2000. The Board of Directors...Employment Agreement • March 28th, 2000 • Smith International Inc • Miscellaneous chemical products • Texas
Smith International, Inc. 28,000,000 Shares of Common Stock Underwriting AgreementLetter Agreement • November 23rd, 2009 • Smith International Inc • Oil & gas field machinery & equipment • New York
Smith International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 28,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,200,000 shares of Common Stock, par value $1.00 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock, par value $1.00 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one share of junior participating preferred stock, par value $1.00 per share, of the Company (the “Preferred Stock”) for each Sha
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT DATED AS OF AUGUST 20, 1998Purchase and Sale Agreement • September 15th, 1998 • Smith International Inc • Miscellaneous chemical products • Texas
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN EMPLOYEE AND SMITH INTERNATIONAL, INC.Employment Agreement • March 21st, 1996 • Smith International Inc • Oil & gas field machinery & equipment
1 2 3.2 Fringe Benefits and Bonus. The Executive shall be entitled to participate in all bonus, stock purchase, warrant, stock option and any other form of benefit programs that the Company establishes and makes available to its executive employees,...Employment Agreement • March 21st, 1996 • Smith International Inc • Oil & gas field machinery & equipment • Texas
AGREEMENT NO. [XXXXX] SMITH INTERNATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this "AGREEMENT") is made and entered into by and between Smith International, Inc., a Delaware...Agreement • May 2nd, 2005 • Smith International Inc • Miscellaneous chemical products • Texas
SMITH INTERNATIONAL, INC. (a Delaware corporation) Senior Notes PURCHASE AGREEMENTPurchase Agreement • June 15th, 2006 • Smith International Inc • Miscellaneous chemical products • New York
Smith International, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $275,000,000 aggregate principal amount of the Company’s 6% Senior Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of September 8, 1997 (the “Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes th
EXHIBIT 2.1 CONFORMED COPY AMENDED AND RESTATED ORGANIZATION AGREEMENTOrganization Agreement • July 29th, 1999 • Smith International Inc • Miscellaneous chemical products • Texas
SMITH INTERNATIONAL, INC. (a Delaware corporation) Senior Notes due 2014 and Senior Notes due 2019 PURCHASE AGREEMENT Dated: March 16, 2009Purchase Agreement • March 20th, 2009 • Smith International Inc • Oil & gas field machinery & equipment • New York
Smith International, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities Inc. (“JPM”), Calyon Securities (USA) Inc. (“Calyon”) and Banc of America Securities LLC (“BofA”) and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom JPM, Calyon and BofA are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $300,000,000 aggregate principal amount of the Company’s 8.625% Senior Notes due 2014 (the “2014 Notes”) and $700,000,000 aggregate principal amount of the Company’s 9.750% Senior Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Securities”). The Securitie
SECOND AMENDED AND RESTATED] CHANGE-OF-CONTROL EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2010 • Smith International Inc • Oil & gas field machinery & equipment • Texas
AGREEMENT, effective as of the [ ] day of [ ], 20[ ], by and between Smith International, Inc., a Delaware Corporation (the “Company”) and [ ] (the “Executive”).
andRights Agreement • March 23rd, 1998 • Smith International Inc • Miscellaneous chemical products • Delaware
1 EXHIBIT 10.18 FIRST AMENDMENT FIRST AMENDMENT dated as of November 12, 1992 to the Amendment to Employment Agreement (the "Agreement") dated December 10, 1987 by and between DOUG ROCK (the "Employee") and Smith International, Inc., a Delaware...Employment Agreement • March 21st, 1996 • Smith International Inc • Oil & gas field machinery & equipment
SMITH INTERNATIONAL, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK Rights Agreement Dated as of June 8, 2000Smith International Inc • June 15th, 2000 • Miscellaneous chemical products • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2007 • Smith International Inc • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___, ___by and between Smith International, Inc. a Delaware corporation, and ___(“Indemnitee”).
CREDIT AGREEMENT dated as of July 24, 2009 among SMITH INTERNATIONAL, INC., The Lenders From Time to Time Party Hereto and DNB NOR BANK ASA, as Administrative Agent WELLS FARGO BANK, N.A., as Syndication Agent CALYON NEW YORK BRANCH, as Senior...Credit Agreement • July 27th, 2009 • Smith International Inc • Oil & gas field machinery & equipment • New York
CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this “Agreement”) dated as of July 24, 2009, among SMITH INTERNATIONAL, INC., a Delaware corporation, the LENDERS party hereto, WELLS FARGO BANK, N.A., as Syndication Agent, CALYON NEW YORK BRANCH, as Senior Managing Agent, DNB NOR BANK ASA and WELLS FARGO SECURITIES, LLC, as Co-Lead Arrangers and Joint Bookrunners, and DNB NOR BANK ASA, as Administrative Agent for the Lenders.
AMENDED AND RESTATED] CHANGE-OF-CONTROL EMPLOYMENT AGREEMENTControl Employment Agreement • December 23rd, 2008 • Smith International Inc • Oil & gas field machinery & equipment • Texas
AGREEMENT, effective as of the 1st day of January, 2009, by and between Smith International, Inc., a Delaware Corporation (the “Company”) and [ ] (the “Executive”).
AMONGCredit Agreement • May 10th, 2005 • Smith International Inc • Miscellaneous chemical products • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 22nd, 2010 • Smith International Inc • Oil & gas field machinery & equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 21, 2010, is by and among Schlumberger Limited (Schlumberger N.V.), a company organized under the laws of the Netherlands Antilles (“Schlumberger”), Turnberry Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Schlumberger (“Merger Sub”), and Smith International, Inc., a Delaware corporation (“Smith”).
SMITH INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 1st, 2010 • Smith International Inc • Oil & gas field machinery & equipment • Texas
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Smith International, Inc., a Delaware corporation (the “Company”) and the individual named above, an individual and Employee of the Company or one of its Subsidiaries (“Grantee”), on the issue date (or grant date) indicated above, subject to the terms and provisions of the Smith International, Inc., Third Amended and Restated 1989 Long-Term Incentive Compensation Plan, as amended from time to time (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.
SMITH INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 29th, 2008 • Smith International Inc • Oil & gas field machinery & equipment • Texas
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Smith International, Inc., a Delaware corporation (the “Company”) and «Name_First» «Name_Mi» «Name_Last», an individual and Employee of the Company or one of its Subsidiaries (“Grantee”), on the ___th day of ___, 20___(the “Grant Date”), subject to the terms and provisions of the Smith International, Inc., Second Amended and Restated 1989 Long-Term Incentive Compensation Plan, as amended from time to time (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.
EXHIBIT 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 26 of the Rights Agreement between First Chicago Trust Company of New York and Smith International, Inc. dated June 8, 2000 (the "Agreement"), the...Rights Agreement • March 25th, 2003 • Smith International Inc • Miscellaneous chemical products
