EX-99 5 exhibit5.txt LETTER_EQUISERVE TRUST COMPANY Exhibit 99.5 December 20, 2001 EquiServe 525 Washington Boulevard Jersey City, NJ 07310 Attn: Carlos Capellan Re: Rights Agreement, dated February 14, 2000, between EOG Resources, Inc. (the "Company") and First Chicago Trust Company of New York ("First Chicago"), as amended by the Amendment to Rights Agreement dated December 13, 2001, and by the Amendment No. 2 to Rights Agreement, dated December 20, 2001 (the "Rights Agreement") Dear Sirs: First Chicago has notified the Company that it is resigning as Rights Agent under the Rights Agreement effective January 12, 2002. The purpose of this letter is to reflect our agreement that EquiServe Trust Company, N.A. ("Equiserve") be appointed and serve as successor Rights Agent. Accordingly, pursuant to the provisions of Section 21 of the Rights Agreement, the Company hereby appoints EquiServe as successor Rights Agent under the Rights Agreement, with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under the Rights Agreement. By your execution of this letter, you confirm that (i) you have reviewed the terms of the Rights Agreement, (ii) you meet all the qualifications required under Section 21 of the Rights Agreement to be appointed successor Rights Agent, and (iii) you accept this appointment and agree to act as successor Rights Agent under the Rights Agreement. 2 If the foregoing correctly reflects our agreement, please execute each counterpart of this letter in the space provided below, and return one fully executed counterpart to the undersigned. EOG RESOURCES, INC. By: /s/ DAVID R. LOONEY ---------------------------- Name: David R. Looney Title: Vice President - Finance Agreed and accepted: EQUISERVE TRUST COMPANY, N.A. By: /s/ ANTHONY J. MILO ----------------------- Name: Anthony J. Milo Title: Managing Director