THIS
SECURITY 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 SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF) DTC, ANY TRANSFER, PLEDGE OR OTHER
USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
SMITH INTERNATIONAL,
INC.
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CUSIP NO.
832110 AK6
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$300,000,000
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Smith
International, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
“Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received
hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Three Hundred Million Dollars ($300,000,000)
(which amount may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for
the Depositary, in accordance with the rules and procedures of the
Depositary) on March 15, 2014, and to pay interest thereon
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, or if no interest has been paid,
from and including March 19, 2009, semiannually in arrears in
cash on March 15 and September 15 in each year,
commencing September 15, 2009 at the rate of 8.625% per annum,
until the principal hereof is paid or made available for payment.
Interest will be computed on the basis of a 360 day year
comprised of twelve 30 day months.
The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
fifteenth calendar day (whether or not a Business Day), immediately
preceding such Interest Payment Date. In the event that any
Interest
Payment Date is
not a Business Day, interest shall be paid on the next Business Day
without any interest or other payment due to the delay. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a subsequent record date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities not less than 10 days prior
to such subsequent record date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the
Security Register. If this Security is a Global Security, then
notwithstanding the foregoing, each such payment will be made in
accordance with the procedures of the Depositary as then in
effect.
Reference
is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this
place.
Unless
the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
2
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
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SMITH
INTERNATIONAL, INC.
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By:
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/s/ Margaret K.
Dorman
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Name:
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Margaret K.
Dorman
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Title:
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Executive Vice
President,
Chief Financial Officer and Treasurer
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/s/ Richard E.
Chandler, Jr.
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Name:
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Richard E.
Chandler, Jr.
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Title:
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Senior Vice
President, General
Counsel and Secretary
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3
This is one of
the Securities of the series designated herein referred to in the
within-mentioned Indenture.
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THE BANK OF NEW
YORK MELLON,
as Trustee
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By:
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/s/ Franca M.
Ferrera
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Authorized
Signatory
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4
REVERSE OF GLOBAL
SECURITY
This
Security is one of a duly authorized issue of Securities of the
Company designated as its 8.625% Senior Notes due 2014 (herein
called the “Securities”), initially limited in
aggregate principal amount to $300,000,000, issued under an
indenture dated as of September 8, 1997 (herein called the
“Original Indenture”), between the Company and The Bank
of New York Mellon (formerly The Bank of New York), as Trustee
(herein called the “Trustee”, which term includes any
successor trustee under the Indenture), as supplemented by a first
supplemental indenture, dated as of March 19, 2009, between the
Company and the Trustee (the “First Supplemental
Indenture” and, together with the Original Indenture, the
“Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The
Securities will bear interest, payable on each Interest Payment
Date to Holders of record on the fifteenth calendar day (whether or
not a Business Day) immediately preceding such Interest Payment
Date, at 8.625% per annum until March 15, 2014 or the
cancellation of the Securities. In the event that any Interest
Payment Date is not a Business Day, interest shall be paid on the
next Business Day without any interest or other payment due to the
delay.
The
Securities are the Company’s unsecured senior obligation and
rank equally with the Company’s other existing and future
unsecured senior indebtedness. The Securities are redeemable, in
whole or in part, at any time or from time to time, by the Company
mailing notice to the registered address of each Holder of
Securities at least 30 days but not more than 60 days
prior to the redemption. The Redemption Price will be equal to the
accrued interest thereon to the Redemption Date plus the greater of
(1) 100% of the principal amount of the Securities to be
redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at the Treasury Rate (as
defined below) plus 50 basis points.
“Comparable
Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term
of the Securities being redeemed that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such
Securities.
“Comparable
Treasury Price” means, with respect to any Redemption Date,
as determined by the Company (i) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
quotations.
5
“Independent
Investment Banker” means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the
Company.
“Reference
Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer, at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Reference
Treasury Dealers” means J.P. Morgan Securities Inc., Banc of
America Securities LLC and the Primary Treasury Dealer selected by
Wachovia Capital Markets, LLC and their affiliates which are
primary U.S. Government securities dealers, and their respective
successors; provided, however, that if any of J.P. Morgan
Securities Inc., Banc of America Securities LLC and the Primary
Treasury Dealer selected by Wachovia Capital Markets, LLC or any of
their respective affiliates shall cease to be a primary U.S.
Government securities dealer in The City of New York (a
“Primary Treasury Dealer”), the Company shall
substitute therefor another Primary Treasury Dealer.
“Treasury
Rate” means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity or
interpolated yield (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that Redemption Date.
Unless
the Company defaults in the payment of the Redemption Price and
accrued interest, on and after the Redemption Date interest will
cease to accrue on the Securities thereof called for redemption. In
the event that any Redemption Date is not a Business Day, the
Company will pay the Redemption Price on the next Business Day
without any interest or other payment due to the delay.
The
Securities do not have the benefit of a sinking fund.
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