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 AL4
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$500,000,000
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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 Five Hundred Million Dollars ($500,000,000)
(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, 2019, 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 9.750% 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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Attest:
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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 9.750% Senior Notes due 2019 (herein
called the “Securities”), initially limited in
aggregate principal amount to $700,000,000, 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 9.750% per annum until March 15, 2019 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.
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“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.
If
a Change of Control Repurchase Event (as defined below) occurs with
respect to the Securities pursuant to Section 2.09 of the
First Supplemental Indenture, unless the Company has exercised its
right to redeem such Securities pursuant to Section 2.08 of
the First Supplemental Indenture, the Company will make an offer to
each Holder of the Securities to repurchase all or any part (in
amounts of $2,000 and integral multiples of $1,000 in excess
thereof) of the Securities held by such Holder at a repurchase
price in cash equal to 101% of the aggregate principal amount of
Securities repurchased, plus any accrued and unpaid interest on the
Securities repurchased to the date of repurchase. Within
30 days following the consummation of any Change of Control
Repurchase Event or, at the Company’s option, prior to any
Change of Control (as defined below), but after the public
announcement of an impending Change of Control, the Company will
mail a notice to each Holder, with a copy to the Trustee,
describing the transaction or transactions that constitute or may
constitute the Change of Control Repurchase Event and offering to
repurchase the Securities on the payment date specified in the
notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”). The notice shall, if
mailed prior to the
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date of
consummation of the Change of Control, state that the offer to
repurchase is conditioned on the Change of Control Repurchase Event
occurring on or prior to the payment date specified in the
notice.
The
Company will comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934 (the “Exchange
Act”), and any other securities laws and regulations
thereunder, to the extent those laws and regulations are applicable
in connection with the repurchase of the Securities as a result of
a Change of Control Repurchase Event. To the extent that the
provisions of any securities laws or regulations conflict with the
Change of Control Repurchase Event provisions of the Securities,
the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations
under the Change of Control Repurchase Event provisions of the
Securities by virtue of such conflict.
On
the Change of Control Payment Date, the Company will, to the extent
lawful:
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accept for payment all Securities or
portions of Securities (in amounts of $2,000 and integral multiples
of $1,000 in excess thereof) properly tendered pursuant to the
Company’s Change of Control Offer;
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deposit with the Paying Agent an
amount equal to the aggregate purchase price in respect of all
Securities or portion of Securities properly tendered and not
withdrawn; and
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deliver or cause to be delivered to
the Trustee the Securities properly accepted, together with an
Officers’ Certificate stating the aggregate principal amount
of Securities being purchased by the Company.
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The
Paying Agent will promptly mail to each Holder of properly tendered
Securities the repurchase price for the Securities, and the Trustee
will promptly authenticate (upon its receipt of executed Securities
from the Company) and mail (or cause to be transferred by
book-entry) to each Holder a new Security equal in principal amount
to any unpurchased portion of any Securities surrendered;
provided , that each new Security will be in a principal
amount of $2,000 or an integral multiple of $1,000 above that
amount.
The
Company will not be required to make a Change of Control Offer upon
a Change of Control Repurchase Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with
the requirements for a Change of Control Offer made by the Company,
and such third party purchases all Securities properly tendered and
not withdrawn under its offer. In the event that such third party
terminates or defaults on its Change of Control Offer, the Company
will be required to make a Change of Control Offer treating the
date of such termination or default by such third party as though
it were the date of the Change of Control Repurchase
Event.
“Below
Investment Grade Rating Event” means the ratings on the
Securities are lowered by each of the Rating Agencies and the
Securities are rated below Investment Grade by each of the Rating
Agencies on any date from the date of the first public notice of
an
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arrangement
that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of a Change
of Control (which period shall be extended so long as the rating of
the Securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies); provided
that a Below Investment Grade Rating Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to
have occurred in respect of a particular Change of Control (and
thus shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event
hereunder) if any of the Rating Agencies making the reduction in
rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the Trustee in writing at
its request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result
of, or in respect of, the applicable Change of Control (whether or
not the applicable Change of Control shall have occurred at the
time of the Below Investment Grade Rating Event).
“Change
of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance
or other disposition (other than by way of merger, amalgamation,
arrangement or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or
assets of the Company and those of its subsidiaries taken as a
whole to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), other than the Company
or one or more of its subsidiaries; (2) the consummation of
any transaction or series of related transactions (including,
without limitation, any merger, amalgamation, arrangement or
consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange
Act), other than the Company or one of its wholly owned
subsidiaries, becomes the beneficial owner, directly or indirectly,
of more than 50% of the then outstanding Voting Stock of the
Company, measured by voting power rather than by number of shares;
(3) the Company consolidates, amalgamates or enters into an
arrangement with, or merge with or into, any Person, or any Person
consolidates, amalgamates or enters into an arrangement with, or
merges with or into, the Company, in any such event pursuant to a
transaction or series of transactions in which any of the
Company’s outstanding Voting Stock or the Voting Stock of
such other Person is converted into or exchanged for cash,
securities or other property, other than any such transaction where
the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted
into or exchanged for, a majority of the Voting Stock of the
surviving Person immediately after giving effect to such
transaction; (4) the first day on which a majority of the
members of the Company’s Board of Directors is not comprised
of Continuing Directors; or (5) the adoption of a plan
relating to the Company’s liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not be considered
a Change of Control if (a) the Company becomes direct or
indirect wholly owned subsidiary of a holding company and
(b) immediately following that transaction (y) the direct
or indirect holders of the Voting Stock of the holding company are
substantially the same as the holders of the outstanding Voting
Stock immediately prior to that transaction or (z) the shares
of the Company’s Voting Stock immediately prior to such
transaction constitute, or are converted into or exchanged for, a
majority of the Voting Stock of the holding company immediately
after giving effect to such transaction.
“Change
of Control Repurchase Event” means the occurrence of both a
Change of Control and a Below Investment Grade Rating
Event.
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“Continuing
Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who (1) was a member
of such Board of Directors on the date of the issuance of the
Securities; or (2) was nominated for election or elected to
such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a
specific vote or by approval of the Company’s proxy statement
in which such member was named as a nominee for election as a
director).
“Investment
Grade” means a rating of Baa3 or better by Moody’s (or
its equivalent under any successor rating categories of
Moody’s); a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P); or
the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the
Company.
“Moody’s”
means Moody’s Investors Service Inc.
“Rating
Agency” means (1) each of Moody’s and S&P; and
(2) if any of Moody’s or S&P ceases to rate the
Securities or fails to make a rating of the Securities publicly
available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act, selected by the Company as a replacement agency for
Moody’s or S&P, as the case may be, and that is
reasonably acceptable to the Trustee.
“S&P”
means Standard & Poor’s Ratings Services, a division of
McGraw-Hill, Inc.
“Voting
Stock” means all classes of Capital Stock of a Person then
outstanding entitled to vote in elections of directors or Persons
performing similar functions, whether at all times or only so long
as no senior class of stock has such voting power by reason of
contingency.
The
Company may, from time to time, without the consent of the existing
Holders of the Securities, issue additional securities under the
Indenture having the same terms as the Securities in all respects,
except for the issue date, the issue price and the initial interest
payment date. Any such additional securities will be consolidated
with and form a single series with the Securities.
In
addition to the Securities, the Company may issue other series of
debt securities under the Indenture. There is no limit on the total
aggregate principal amount of debt securities that the Company may
issue under the Indenture.
If
an Event of Default shall occur and be continuing, the
principal
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