Re: Termination Notice - $400.0 Million Smith International, Inc and M-I LLC Revolving Credit Facility

Exhibit 10.2

December 10, 2009

Comerica Bank
Attn: Xxxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxx
0^xx Xxxxx
Xxxxxxx, XX. 00000

Re:  Termination Notice - $400.0 Million Xxxxx International, Inc and M-I LLC
Revolving Credit Facility

Dear Xxxxxxx,

We refer to the Credit Agreement dated May 5, 2005 between Xxxxx International, Inc. and M-I LLC as Borrower(s), and Comerica Bank as Administrative Agent for the Lenders. Please be advised that the Borrower(s) request termination of the Revolving Credit Facilities in their entirety, effective December 10, 2009.

Feel free to contact me if you have any questions on the above.

/s/ Xxxxxxx Xxxxxxxx                                        
Xxxxxxx Xxxxxxxx
Senior Vice President,
Chief Financial Officer and Treasurer