SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934
(Amendment No. 1)

W-H Energy Services, Inc.

(Name of Subject Company)

Whitehall Acquisition Corp.

a wholly owned subsidiary of

Smith International, Inc.

(Name of Filing Person — Offerors)

Common Stock, $0.0001 Par Value Per Share

together with the associated preferred share purchase rights

(Title of Class of Securities)

92925E108

(CUSIP Number of Class of Securities)

Richard E. Chandler, Jr.

Senior Vice President, General Counsel and Corporate Secretary

Smith International, Inc.

16740 East Hardy Road

Houston, Texas 77032

(281) 443-3370

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy To:

Daniel A. Neff, Esq.

David E. Shapiro, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$3,032,682,372	$119,184.42***

*	Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(a)(4) and 0-11(d) under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The market value of the securities to be received was calculated as the product of (i) 32,383,154 shares of W-H common stock (the sum of (x) 30,711,232 shares of W-H common stock outstanding, (y) 1,411,838 shares of W-H common stock issuable upon the exercise of outstanding options and (z) 260,084 restricted stock awards outstanding, each as of June 23, 2008 (as set forth by W-H in its Solicitation/Recommendation Statement on Schedule 14D-9, filed June 24, 2008) and (ii) the average of the high and low sales prices of W-H common stock as reported on the New York Stock Exchange on June 17, 2008 ($93.65).
**	The amount of the filing fee, calculated in accordance with Section 13(e) of the Exchange Act, equals $39.30 per million dollars of the transaction valuation.
***	Previously paid.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $54,883.49.	Filing Party: Smith International, Inc.
Form or Registration No.: Form S-4 333-151897.	Date Filed: June 24, 2008.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on June 24, 2008 by Smith International, Inc., a Delaware corporation (“Smith”), and Whitehall Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Smith (“Offeror”), relating to the offer (the “Offer”) by Offeror to exchange for each outstanding share of common stock, $0.0001 par value per share, of W-H Energy Services, Inc., a Texas corporation (“W-H”), together with the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated May 31, 2002, as amended, by and between W-H and Computershare Trust Company, N.A., as Rights Agent (the “Shares”), at the election of the holder thereof: (a) $56.10 in cash, without interest, and 0.48 shares of Smith common stock, par value $1.00 per share, including the associated preferred share purchase rights (“Smith Common Stock”) (the “Mixed Consideration”), (b) $93.55 in cash, without interest (the “All-Cash Consideration”), or (c) 1.1990 shares of Smith Common Stock (the “All-Stock Consideration”), subject in each case to the election procedures and, in the case of elections of the All-Cash Consideration or the All-Stock Consideration, to the proration procedures described in the Prospectus (as defined below) and the related Letter of Election and Transmittal (as defined below).

Smith has filed with the SEC a Registration Statement on Form S-4, dated June 24, 2008, and amended on June 25, 2008 and July 21, 2008, relating to the offer and sale of Smith Common Stock to be issued to holders of Shares in the Offer (as it may be amended from time to time, the “Registration Statement”). The terms and conditions of the Offer are set forth in the prospectus/offer to exchange, which is a part of the Registration Statement (the “Prospectus”), and the related letter of election and transmittal (the “Letter of Election and Transmittal”), which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus and the Letter of Election and Transmittal, including any amendment, prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Smith or Offeror, is hereby expressly incorporated in this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented and amended by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of June 3, 2008, by and among Smith, W-H and Offeror (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference.

All capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Prospectus.

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ITEM 7.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 7 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

     “Smith has arranged $2.0 billion of new financing in connection with the Offer and the Merger. Smith has secured commitments for a $1.0 billion senior unsecured bridge loan facility with a term of 364 days and a $1.0 billion senior unsecured term loan facility expiring June 30, 2012 from a syndicate of lenders. Loans under the bridge and term facilities are expected to bear interest, at Smith’s option, at a rate equal to either a base rate or the adjusted London Inter-bank Offered Rate plus a spread based on Smith’s current credit rating. The facilities will be fully drawn upon closing and used to fund the cash portion of the consideration to W-H shareholders and transaction-related fees and expenses, with any additional amounts used for other general corporate purposes. Smith may only borrow amounts under this bridge facility and term facility if the Offer is successful. The bridge facility and term facility will include terms and conditions customary for agreements of this type and are expected to be consistent with the terms and conditions set forth in Smith’s existing revolving credit facility. After closing, Smith presently intends, depending on market conditions and other factors, to refinance the bridge facility prior to its maturity; however, no agreements, arrangements or understandings have been entered into with respect to such refinancing at this time.”

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ITEM 11.   ADDITIONAL INFORMATION.

Item 11(a)(3) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On July 18, 2008, following consultation with the Antitrust Division of the Department of Justice (“DOJ”), Smith withdrew and re-filed its Hart-Scott-Rodino notification with respect to the Offer. The Hart-Scott-Rodino waiting period will expire at 11:59 p.m. on August 18, 2008, unless early termination of the waiting period is granted or Smith or W-H receives a request for additional information or documentary material. Smith remains very confident that all required regulatory approvals will be received.”

Item 11(a)(5) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On July 10, 2008, Smith and W-H agreed in principle with the shareholder plaintiff to settle a purported class action lawsuit filed in Texas relating to the Offer and the other transactions contemplated by the Merger Agreement.

Under the terms of the proposed settlement, the claims of the named plaintiff and the proposed class of public shareholders relating to the Offer and the Merger Agreement and the transactions contemplated thereby will be dismissed on behalf of the settlement class. Finalization of proposed settlement remains subject to several conditions, including court approval and completion of the Offer and the other transactions contemplated by the Merger Agreement. In connection with the proposed settlement, Smith and W-H have agreed to provide additional disclosures in the Registration Statement and W-H’s solicitation/recommendation statement on Schedule 14D-9, respectively. The parties also contemplate that plaintiff’s counsel will petition the court for an award of attorneys’ fees and expenses to be paid by defendants, up to an agreed-upon limit.”

Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On July 18, 2008, Smith and W-H announced that Smith has extended the expiration date of the Offer to acquire all the outstanding Shares to 12:00 midnight, New York City time, at the end of Monday, August 4, 2008, unless extended further. Based on a preliminary count by the exchange agent for the Offer, there were tendered and not withdrawn 2,047,293 Shares as of July 18, 2008.”

ITEM 12.   EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“(a)(5)	(D)	Joint Press Release issued by Smith and W-H, dated July 18, 2008, announcing the extension of the Offer and pending a Hart-Scott-Rodino update.
(b)(1)		Commitment Letter, dated as of July 2, 2008, between Smith and Bank A.
(b)(2)		Commitment Letter, dated as of July 3, 2008, between Smith and Bank B.
(b)(3)		Commitment Letter, dated as of July 8, 2008, between Smith and Bank C.
(b)(4)		Commitment Letter, dated as of July 10, 2008, between Smith and Bank D.
(b)(5)		Commitment Letter, dated as of July 14, 2008, between Smith and Bank E.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated:  July 21, 2008

SMITH INTERNATIONAL, INC.

By:  /s/  Richard E. Chandler, Jr.

Name:  Richard E. Chandler, Jr.

Title:   Senior Vice President, General Counsel and Corporate Secretary

WHITEHALL ACQUISITION CORP.

By:  /s/  Richard E. Chandler, Jr.

Name:  Richard E. Chandler, Jr.

Title:   Director and Secretary

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EXHIBIT INDEX

(a)(1)(A)		Form of Letter of Election and Transmittal (incorporated by reference to Exhibit 99.3 to Smith’s Registration Statement on Form S-4 filed on June 24, 2008 (the “S-4”)).
(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the S-4).
(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to the S-4).
(a)(1)(D)		Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9 (incorporated by reference to Exhibit 99.6 to the S-4).
(a)(4)		Prospectus registering the offer and sale of Smith Common Stock to be issued in the Offer (incorporated by reference to the S-4).
(a)(5)(A)		Joint Press Release issued by Smith and the W-H, dated June 3, 2008, announcing the execution of the Agreement and Plan of Merger among Smith, W-H and Offeror (incorporated by reference to Exhibit 99.01 to the Form 8-K filed by Smith on June 5, 2008).
(a)(5)(B)		Form of Summary Advertisement published in the New York Times on June 24, 2008 (incorporated by reference to Exhibit 99.7 to the S-4).
(a)(5)(C)	*	Joint Press Release issued by Smith and W-H, dated June 24, 2008, announcing the commencement of the Offer.
(a)(5)(D)		Joint Press Release issued by Smith and W-H, dated July 18, 2008, announcing the extension of the Offer and providing a Hart-Scott-Rodino update.
(b)(1)		Commitment Letter, dated as of July 2, 2008, between Smith and Bank A.
(b)(2)		Commitment Letter, dated as of July 3, 2008, between Smith and Bank B.
(b)(3)		Commitment Letter, dated as of July 8, 2008, between Smith and Bank C.
(b)(4)		Commitment Letter, dated as of July 10, 2008, between Smith and Bank D.
(b)(5)		Commitment Letter, dated as of July 14, 2008, between Smith and Bank E.
(d)(1)		Agreement and Plan of Merger, dated as of June 3, 2008, among Smith, W-H and Offeror (incorporated by reference to the Form 8-K filed by Smith on June 5, 2008).

*Previously filed with this Schedule TO.

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EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

Friday, July 18, 2008

Contacts: Margaret K. Dorman
Smith International, Inc.
Chief Financial Officer
(281) 443-3370 Shawn M. Housley
W-H Energy Services, Inc.
Director of Investor Relations
(713) 974-9071

SMITH INTERNATIONAL ANNOUNCES EXTENSION OF ITS EXCHANGE OFFER
FOR W-H ENERGY SHARES AND PROVIDES HART-SCOTT-RODINO ACT UPDATE

     HOUSTON, Texas (July 18, 2008)... Smith International, Inc. (“Smith”) (NYSE:SII) and W-H Energy Services, Inc. (“W-H”) (NYSE:WHQ) today announced that Smith has extended the expiration date of the exchange offer to acquire all the outstanding shares of W-H common stock to 12:00 midnight, New York City time, at the end of Monday, August 4, 2008, unless extended further. Based on a preliminary count by the exchange agent for the exchange offer, there were tendered and not withdrawn 2,047,293 shares of W-H common stock as of July 18, 2008.

     Smith and W-H also today announced that following consultation with the Antitrust Division of the Department of Justice (“DOJ”), Smith has withdrawn and re-filed its Hart-Scott-Rodino notification with respect to the exchange offer. The Hart-Scott-Rodino waiting period will expire at 11:59 p.m. on August 18, 2008, unless early termination of the waiting period is granted or Smith or W-H receives a request for additional information or documentary material. Smith remains very confident that all required regulatory approvals will be received.

     Smith is a leading supplier of premium products and services to the oil and gas exploration and production industry through its four principal business units — M-I SWACO, Smith Technologies, Smith Services and Wilson.

     W-H is a diversified oilfield services company that provides products and services used in connection with the drilling and completion of oil and natural gas wells and the production of oil and natural gas. W-H has operations in North America and select areas internationally.

     Certain comments contained herein are forward-looking in nature and are intended to constitute “forward-looking statements.” These forward-looking statements include, without limitation, statements regarding the consummation of the transaction, the expiration of the Hart-Scott-Rodino waiting period and any other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. For a discussion of additional risks and uncertainties that could impact the companies’ results, review the Smith and W-H Annual Reports on Form 10-K for the year ended December 31, 2007 and other filings with the SEC. These risks and uncertainties include the satisfaction of the conditions to consummate the proposed acquisition, changes in laws or regulations and other factors and uncertainties discussed from time to time in reports filed by the companies with the SEC.

     In connection with the exchange offer, Smith filed a registration statement on Form S-4 and a tender offer statement on Schedule TO with the SEC on June 24, 2008, as amended, and W-H filed a solicitation/recommendation statement on Schedule 14D-9 on June 24, 2008, as amended. These documents contain important information about the exchange offer that should be read carefully before any decision is made with respect to the exchange offer. These materials will be made available to the shareholders of W-H at no expense to them. Investors and security holders may obtain the documents free of charge at the SEC’s web site, www.sec.gov. In addition, such materials (and all other documents filed with the SEC) may be obtained free of charge at www.smith.com or www.whes.com. You may also read and copy any reports, statements and other information filed by Smith or W-H with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room. Copies of the exchange offer materials may also be obtained at no charge from MacKenzie Partners, Inc., the information agent for the exchange offer, toll-free at 1-800-322-2885.

EX-99.(B)(1)

Exhibit (b)(1)

[LETTERHEAD OF BANK A]

HOUSTON REPRESENTATIVE OFFICE

July 2, 2008

Smith International, Inc.
16740 Hardy St,
Houston, TX 77032

Attention:	Margaret Dorman
Facsimile:	281-233-5505
Re:	$2,000,000,000 in Proposed Credit Facilities related to the acquisition of W-H Energy Services Inc.

Ladies and Gentlemen:

[Bank A] is pleased to confirm its commitment to provide to Smith International, Inc. (the “Company”) a portion of the above referenced Facility on the Terms and Conditions set forth in the attached Term Sheet and is subject only to (a) acceptable documentation, (b) the commitment of four other financial institutions who have committed on the same and equal basis, and (c) any additional due diligence with regard to the transaction as is deemed necessary by [Bank A] in its sole discretion. Our proposed maximum commitment amount is $400,000,000 split pro-rata between the Term Loan and the 364 day Bridge Facility.

[Bank A] acknowledges that it has, independently and without reliance on any other person, and based on financial statements of the Company and its affiliates, W-H Energy Services Inc. and such other documents and information as [Bank A] has deemed appropriate, made its own credit analysis and decision to enter into this commitment.

[Bank A] also acknowledges that the Company shall have no liability or responsibility whatsoever to [Bank A] if such Facilities arc not entered into or such loans are not made.

[Bank A] understands and agrees that its proposed maximum commitment amount is subject to acceptance by the Company.

Very truly yours,

[Signature Pages Redacted]

-2-

Confidential Indicative Terms & Conditions

Smith International, Inc.

$1.0 Billion Senior Unsecured Term Loan Facility
$1.0 Billion Senior Unsecured Bridge Loan Facility

Summary of Terms and Conditions

I.	General
	Borrower:	Smith International, Inc., a Delaware corporation (“Borrower”).
	Purpose:	Proceeds shall be used to (i) fund the cash consideration payable to W-H Energy shareholders in connection with the exchange offer (“Transaction”), (ii) repay amounts outstanding under the W-H Energy revolving credit facility, (iii) pay fees and expenses incurred in connection with the Transaction and (iv) other general corporate purposes.
II.	Term Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”)
	Maturity:	June 30, 2012
	Availability:	Amounts provided under the Term Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Payable in eight (8) semi-annual payments of $125.0 million each June 30 and December 31 commencing on December 31, 2008 with the final payment due on June 30, 2012.
	Interest Rates:	Term Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
III.	Bridge Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)
	Maturity:	364-days from Closing

1

Confidential Indicative Terms & Conditions

	Availability:	Amounts provided under the Bridge Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Upon the earlier of (i) receipt of proceeds from a debt capital markets transaction or (ii) Maturity.
	Fees:	In the event the Bridge Loan remains outstanding on January 1, 2009, Borrower will pay Lenders a fee of 35.0 basis points on any balances outstanding.
	Interest Rates:	Bridge Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
IV.	Certain Documentation Matters
		The Credit Documentation shall contain representations, warranties, covenants and events of default and cross default customary for financings of this type and other terms deemed appropriate by the Lenders, including, without limitation:
	Financial, Affirmative and Negative Covenants:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.
	Events of Default:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.

SMITH 2 July 2, 2008

EX-99.(B)(2)

Exhibit (b)(2)

[LETTERHEAD OF BANK B]

Smith International, Inc.
17740 Hardy Street (77032)
P.O. Box 60068
Houston, TX 77205-0068

Attn:  Margaret Dorman
           Chief Financial Officer

New York, 07/03/2008

USD 2 Billion Credit Facility for Smith International, Inc

Reference is made to our discussions about a potential USD 2 Billion Credit Facility for Smith International, Inc. to partially fund the recently announced acquisition of W-H Energy.

We are pleased to confirm that [Bank B] is willing to commit up to USD 400,000,000 of this Credit Facility based on the summary terms and conditions attached.

Please note that this commitment is subject to satisfactory documentation. Further, unless extended by the Bank in writing, this commitment will expire on August 31, 2008, consistent with the Availability paragraph as defined in the Term Sheet.

We look forward to continue working with you on this very important transaction.

Please contact [contact information redacted] if should have any questions or need any clarification.

Yours sincerely,

[Signature Pages Redacted]

Confidential Indicative Terms & Conditions

Smith International, Inc.

$1.0 Billion Senior Unsecured Term Loan Facility
$1.0 Billion Senior Unsecured Bridge Loan Facility

Summary of Terms and Conditions

I.	General
	Borrower:	Smith International, Inc., a Delaware corporation (“Borrower”).
	Purpose:	Proceeds shall be used to (i) fund the cash consideration payable to W-H Energy shareholders in connection with the exchange offer (“Transaction”), (ii) repay amounts outstanding under the W-H Energy revolving credit facility, (iii) pay fees and expenses incurred in connection with the Transaction and (iv) other general corporate purposes.
II.	Term Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”)
	Maturity:	June 30, 2012
	Availability:	Amounts provided under the Term Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Payable in eight (8) semi-annual payments of $125.0 million each June 30 and December 31 commencing on December 31, 2008 with the final payment due on June 30, 2012.
	Interest Rates:	Term Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
III.	Bridge Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)
	Maturity:	364-days from Closing

Confidential Indicative Terms & Conditions

	Availability:	Amounts provided under the Bridge Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Upon the earlier of (i) receipt of proceeds from a debt capital markets transaction or (ii) Maturity.
	Fees:	In the event the Bridge Loan remains outstanding on January 1, 2009, Borrower will pay Lenders a fee of 35.0 basis points on any balances outstanding.
	Interest Rates:	Bridge Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
IV.	Certain Documentation Matters
		The Credit Documentation shall contain representations, warranties, covenants and events of default and cross default customary for financings of this type and other terms deemed appropriate by the Lenders, including, without limitation:
	Financial, Affirmative and Negative Covenants:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.
	Events of Default:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.

SMITH 2 July 2, 2008

EX-99.(B)(3)

Exhibit (b)(3)

[LETTERHEAD OF BANK C]

Margaret K. Dorman
Senior Vice President & Chief Financial Officer
Smith International, Inc.
16740 East Hardy Road
Houston, TX
77032

July 8^th, 2008

Re: Proposed $1.0 Billion Senior Unsecured Term Loan Facility (the “Term Facility”) and $1.0 Billion Senior Unsecured Bridge Loan Facility (the “Bridge facility”) for Smith International, Inc. (“Smith”) (such credit facilities, the “Facilities”)

Dear Margaret:

I refer to the attached Summary of Terms and Conditions (the “Terms”) for the Facilities, and am pleased to advise Smith on behalf of [Bank C] that subject to: (i) the execution and delivery of documentation in form and substance satisfactory to [Bank C] in its sole discretion on or before August 31st, 2008 (substantially in accordance with the Terms, but subject to modifications or clarifications thereof satisfactory to [Bank C] regarding legal and regulatory compliance) and (ii) payment to [Bank C] of the fees described in the Terms, [Bank C] is pleased to commit up to $200 million to the Term Facility and $200 million to the Bridge Facility. [Bank C] agrees that allocations will be made at Smith’s discretion, provided that such allocations shall be pro rata to the Facilities.

Sincerely,

[Signature Pages Redacted]

Confidential Indicative Terms & Conditions

Smith International, Inc.

$1.0 Billion Senior Unsecured Term Loan Facility
$1.0 Billion Senior Unsecured Bridge Loan Facility

Summary of Terms and Conditions

I.	General
	Borrower:	Smith International, Inc., a Delaware corporation (“Borrower”).
	Purpose:	Proceeds shall be used to (i) fund the cash consideration payable to W-H Energy shareholders in connection with the exchange offer (“Transaction”), (ii) repay amounts outstanding under the W-H Energy revolving credit facility, (iii) pay fees and expenses incurred in connection with the Transaction and (iv) other general corporate purposes.
II.	Term Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”)
	Maturity:	June 30, 2012
	Availability:	Amounts provided under the Term Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Payable in eight (8) semi-annual payments of $125.0 million each June 30 and December 31 commencing on December 31, 2008 with the final payment due on June 30, 2012.
	Interest Rates:	Term Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
III.	Bridge Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)
	Maturity:	364-days from Closing

Confidential Indicative Terms & Conditions

	Availability:	Amounts provided under the Bridge Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Upon the earlier of (i) receipt of proceeds from a debt capital markets transaction or (ii) Maturity.
	Fees:	In the event the Bridge Loan remains outstanding on January 1, 2009, Borrower will pay Lenders a fee of 35.0 basis points on any balances outstanding.
	Interest Rates:	Bridge Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
IV.	Certain Documentation Matters
		The Credit Documentation shall contain representations, warranties, covenants and events of default and cross default customary for financings of this type and other terms deemed appropriate by the Lenders, including, without limitation:
	Financial, Affirmative and Negative Covenants:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.
	Events of Default:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.

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SMITH

July 2, 2008

EX-99.(B)(4)

Exhibit (b)(4)

[LETTERHEAD OF BANK D]

July 10, 2008

Smith International, Inc.
16740 Hardy Street
Houston, TX 77032
Attention: Ms. Margaret Dorman

     Re: $1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”);
$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)

Margaret:

     You (the “Borrower”) have requested that [Bank D] commit to provide a portion of the Term Loan and the Bridge Loan (collectively, the “Facilities”).

     [Bank D] is pleased to advise you of its commitment to provide up to $200,000,000 of the Term Loan and up to $200,000,000 of the Bridge Loan, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”). It is a condition to [Bank D]’s commitment hereunder that the portion of the Facilities not being provided by [Bank D] shall be provided by other lenders providing commitments with respect to the Facilities.

     [Bank D]’s commitment hereunder is subject to (a) there not occurring or becoming known to us any material adverse condition or material adverse change since the date hereof in or affecting the business, operations, property or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole, (b) our not becoming aware after the date hereof of any information affecting the Borrower or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any such information disclosed to us prior to the date hereof, (c) the negotiation, execution and delivery on or before August 31, 2008 of definitive documentation with respect to the Facilities satisfactory to [Bank D] and its counsel and you and (f) finalization, in a manner mutually acceptable to [Bank D] and Borrower, of the provisions of the Term Sheet and satisfaction of the conditions set forth or referred to in the Term Sheet and the definitive documentation. The terms and conditions of [Bank D]’s commitment hereunder and of the Facilities are not limited to those set forth herein and to the Term Sheet. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of [Bank D] and the Borrower.

     You acknowledge that [Bank D] and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. [Bank D] will not use confidential information obtained from you by virtue of the transactions contemplated hereby or its other relationships with you in connection with the

performance by [Bank D] of services for other companies, and [Bank D] will not furnish any such information to other companies. You also acknowledge that [Bank D] has no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies.

     This Commitment Letter shall not be assignable by you without the prior written consent of [Bank D] (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and [Bank D]. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of manually executed counterpart hereof. This Commitment Letter is the only agreement that has been enter into among us with respect to the Facility and sets forth the entire understanding of the parties with respect thereto.

     [Bank D] hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower and each guarantor of the Facilities, which information includes names and addresses and other information that will allow [Bank D] to identify the Borrower and each such guarantor in accordance with the Patriot Act.

     THIS COMMITMENT LETTER, THE ATTACHED TERMS SHEET AND ALL EXHIBITS, SCHEDULES AND OTHER ATTACHMENTS HERETO AND THERETO CONSTITUTE A “LOAN AGREEMENT” FOR PURPOSES OF SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE AND REPRESENT 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.

     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to us an executed counterpart hereof not later than 5:00 p.m., Houston time, on July 12, 2008. [Bank D]’s commitment herein will expire at such time in the event [Bank D] has not received such executed counterpart.

     [Bank D] is pleased to have been given the opportunity to assist you in connection with this matter.

Very truly yours,


      [Signature Pages Redacted]
 

2

Confidential Indicative Terms & Conditions

Smith International, Inc.

$1.0 Billion Senior Unsecured Term Loan Facility
$1.0 Billion Senior Unsecured Bridge Loan Facility

Summary of Terms and Conditions

I.	General
	Borrower:	Smith International, Inc., a Delaware corporation (“Borrower”).
	Purpose:	Proceeds shall be used to (i) fund the cash consideration payable to W-H Energy shareholders in connection with the exchange offer (“Transaction”), (ii) repay amounts outstanding under the W-H Energy revolving credit facility, (iii) pay fees and expenses incurred in connection with the Transaction and (iv) other general corporate purposes.
II.	Term Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”)
	Maturity:	June 30, 2012
	Availability:	Amounts provided under the Term Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Payable in eight (8) semi-annual payments of $125.0 million each June 30 and December 31 commencing on December 31, 2008 with the final payment due on June 30, 2012.
	Interest Rates:	Term Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
III.	Bridge Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)
	Maturity:	364-days from Closing
	Availability:	Amounts provided under the Bridge Loan available on July 5, 2008 with a Closing Date no later than August 31, 2008.

1

SMITH

July 2, 2008

Confidential Indicative Terms & Conditions

	Repayment:	Upon the earlier of (i) receipt of proceeds from a debt capital markets transaction or (ii) Maturity.
	Fees:	In the event the Bridge Loan remains outstanding on January 1, 2009, Borrower will pay Lenders a fee of 35.0 basis points on any balances outstanding.
	Interest Rates:	Bridge Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
IV.	Certain Documentation Matters
		The Credit Documentation shall contain representations, warranties, covenants and events of default and cross default customary for financings of this type and other terms deemed appropriate by the Lenders, including, without limitation:
	Financial, Affirmative and Negative Covenants:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.
	Events of Default:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.

2

SMITH

July 2, 2008

EX-99.(B)(5)

Exhibit (b)(5)

[LETTERHEAD OF BANK E]

July 14, 2008

Smith International, Inc.
16740 Hardy Street
Houston, Texas 77032
Attention: Ms. Margaret Dorman

Re:    $1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”); $1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)

Dear Margaret:

     You (the “Borrower”) have requested that [Bank E] commit to provide a portion of the Term Loan and the Bridge Loan (collectively, the “Facilities”).

     [Bank E] is pleased to advise you of its commitment to provide up to $200,000,000 of the Term Loan and up to $200,000,000 of the Bridge Loan, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Summary of Terms and Conditions dated July 2, 2008, attached hereto as Exhibit A (the “Term Sheet”). It is a condition to [Bank E]’s commitment hereunder that the portion of the Facilities not being provided by [Bank E] shall be provided by other lenders providing commitments with respect to the Facilities.

     [Bank E]’s commitment hereunder is subject to (a) there not occurring or becoming known to us any material adverse condition or material adverse change since the date hereof in or affecting the business, operations, property or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole, (b) our not becoming aware after the date hereof of any information affecting the Borrower or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any such information disclosed to us prior to the date hereof, (c) the negotiation, execution and delivery on or before August 31, 2008 of definitive documentation with respect to the Facilities satisfactory to [Bank E] and its counsel and you and (d) finalization, in a manner mutually acceptable to [Bank E] and Borrower, of the provisions of the Term Sheet and satisfaction of the conditions set forth or referred to in the Term Sheet and the definitive documentation. The terms and conditions of [Bank E]’s commitment hereunder and of the Facilities are not limited to those set forth herein and in the Term Sheet. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of [Bank E] and the Borrower.

     You acknowledge that [Bank E] and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise.

     [Bank E] will not use confidential information obtained from you by virtue of the transactions contemplated hereby or its other relationships with you in connection with the performance by [Bank E] of services for other companies, and [Bank E] will not furnish any such information to other companies. You also acknowledge that [Bank E] has no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies.

     This Commitment Letter shall not be assignable by you without the prior written consent of [Bank E] (and any purported assignment without such consent shall he null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and [Bank E]. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of manually executed counterpart hereof. This Commitment Letter is the only agreements that have been entered into among us with respect to the Facility and set forth the entire understanding of the parties with respect thereto.

     [Bank E] hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower and each guarantor of the Facilities, which information includes names and addresses and other information that will allow [Bank E] to identify the Borrower and each such guarantor in accordance with the Patriot Act.

     THIS COMMITMENT LETTER, THE ATTACHED TERMS SHEET AND ALL EXHIBITS, SCHEDULES AND OTHER ATTACHMENTS HERETO AND THERETO CONSTITUTE A “LOAN AGREEMENT” FOR PURPOSES OF SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE AND REPRESENT 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.

     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to us an executed counterpart hereof not later than 5:00 p.m., Houston time, on July 31st, 2008. [Bank E]’s commitment herein will expire at such time in the event [Bank E] has not received such executed counterpart.

     [Bank E] is pleased to have been given the opportunity to assist you in connection with this matter.

Very truly yours,

[Signature Pages Redacted]
 

Confidential Indicative Terms & Conditions

Smith International, Inc.

$1.0 Billion Senior Unsecured Term Loan Facility
$1.0 Billion Senior Unsecured Bridge Loan Facility

Summary of Terms and Conditions

I.	General
	Borrower:	Smith International, Inc., a Delaware corporation (“Borrower”).
	Purpose:	Proceeds shall be used to (i) fund the cash consideration payable to W-H Energy shareholders in connection with the exchange offer (“Transaction”), (ii) repay amounts outstanding under the W-H Energy revolving credit facility, (iii) pay fees and expenses incurred in connection with the Transaction and (iv) other general corporate purposes.
II.	Term Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Term Loan Facility (“Term Loan”)
	Maturity:	June 30, 2012
	Availability:	Amounts provided under the Term Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Payable in eight (8) semi-annual payments of $125.0 million each June 30 and December 31 commencing on December 31, 2008 with the final payment due on June 30, 2012.
	Interest Rates:	Term Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
III.	Bridge Loan Facility
	Type and Amount of Facility:	USD$1.0 Billion Senior Unsecured Bridge Loan Facility (“Bridge Loan”)
	Maturity:	364-days from Closing

	Availability:	Amounts provided under the Bridge Loan available on July 25, 2008 with a Closing Date no later than August 31, 2008.
	Repayment:	Upon the earlier of (i) receipt of proceeds from a debt capital markets transaction or (ii) Maturity.
	Fees:	In the event the Bridge Loan remains outstanding on January 1, 2009, Borrower will pay Lenders a fee of 35.0 basis points on any balances outstanding.
	Interest Rates:	Bridge Loan will bear interest at either a (i) Base Rate or (ii) LIBOR plus an applicable margin of 70.0 basis points based on the Borrower’s current credit rating.
IV.	Certain Documentation Matters
		The Credit Documentation shall contain representations, warranties, covenants and events of default and cross default customary for financings of this type and other terms deemed appropriate by the Lenders, including, without limitation:
	Financial, Affirmative and Negative Covenants:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.
	Events of Default:	Consistent with the terms and conditions as set forth in the Borrower’s current Revolving Credit Facility.