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
