e8vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkoD5VfA1xx4e7Lax663IHpsyIWdR0VPZ75mP4DggytaRbIzftEuweHarQ4T6top rElHsor/GeLtBpignCzq4A== 0000950123-10-052928.txt : 20100526 0000950123-10-052928.hdr.sgml : 20100526 20100525190133 ACCESSION NUMBER: 0000950123-10-052928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100520 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100526 DATE AS OF CHANGE: 20100525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EOG RESOURCES INC CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09743 FILM NUMBER: 10858036 BUSINESS ADDRESS: STREET 1: 1111 BAGBY, SKY LOBBY 2 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 1111 BAGBY, SKY LOBBY 2 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 8-K 1 h73223e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2010 (May 20, 2010)

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		1-9743 (Commission File Number)		47-0684736 (I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

713-651-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EOG RESOURCES, INC.


Item 1.01		Entry Into a Material Definitive Agreement.

On May 20, 2010, EOG Resources, Inc. (EOG) closed its sale of $500 million aggregate principal amount of its 2.95% Senior Notes due 2015 (2015 Notes) and $500 million aggregate principal amount of its 4.40% Senior Notes due 2020 (2020 Notes and, together with the 2015 Notes, the Notes). The Notes were issued under an indenture, dated as of May 18, 2009 (Indenture), by and between EOG, as issuer, and Wells Fargo Bank, NA, as trustee, and an officers’ certificate, dated May 20, 2010, pursuant to the Indenture setting forth the specific terms of the Notes.

The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-163947) filed with the United States Securities and Exchange Commission on December 22, 2009.

The Indenture, the officers’ certificate, the form of global note for the 2015 Notes and the form of global note for the 2020 Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, respectively, and are incorporated herein by reference.


Item 7.01		Regulation FD Disclosure.

I. Price Risk Management

With the objective of enhancing the certainty of future revenues, from time to time EOG enters into New York Mercantile Exchange (NYMEX) related financial collar, price swap and basis swap contracts. EOG accounts for financial commodity derivative contracts using the mark-to-market accounting method. In addition to financial transactions, from time to time EOG is a party to various physical commodity contracts for the sale of hydrocarbons that cover varying periods of time and have varying pricing provisions. The financial impact of these physical commodity contracts is included in revenues at the time of settlement, which in turn affects average realized hydrocarbon prices.

II. Natural Gas Financial Collar, Price Swap and Basis Swap Contracts

EOG has not entered into any additional natural gas financial collar, price swap or basis swap contracts since EOG filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 on May 4, 2010 which provided an update and comprehensive summary of all such contracts as of that date.

III. Crude Oil Financial Price Swap Contracts

Presented below is a comprehensive summary of EOG’s crude oil financial price swap contracts at May 25, 2010, with notional volumes expressed in barrels per day (Bbld) and prices in dollars per barrel ($/Bbl). The average price of EOG’s crude oil financial price swap contracts outstanding is $91.50 per barrel for the period from September 1, 2010 to December 31, 2010 and $93.18 per barrel for the year 2011.


Crude Oil Financial Price Swap Contracts
		Weighted
		Average
	Volume	Price
	(Bbld)	($/Bbl)
2010
September	2,000	$	91.50
October	2,000		91.50
November	2,000		91.50
December	2,000		91.50

2011
January	6,000	$	93.18
February	6,000		93.18
March	6,000		93.18
April	6,000		93.18
May	6,000		93.18
June	6,000		93.18
July	6,000		93.18
August	6,000		93.18
September	6,000		93.18
October	6,000		93.18
November	6,000		93.18
December	6,000		93.18


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits


4.1		Indenture, dated as of May 18, 2009, by and between EOG and Wells Fargo Bank, NA, as Trustee (incorporated by reference to Exhibit 4.9 to EOG’s Registration Statement on Form S-3, Registration No. 333-159301, filed May 18, 2009).

*4.2		Officers’ Certificate Establishing 2.95% Senior Notes due 2015 and 4.40% Senior Notes due 2020, dated May 20, 2010.

*4.3		Form of Global Note with respect to the 2.95% Senior Notes due 2015 of EOG.

*4.4		Form of Global Note with respect to the 4.40% Senior Notes due 2020 of EOG.


*		Exhibits filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	EOG RESOURCES, INC. (Registrant)
Date: May 26, 2010	By:	/s/ TIMOTHY K. DRIGGERS
		Timothy K. Driggers
		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

EXHIBIT INDEX


Exhibit No.		Description
4.1		Indenture, dated as of May 18, 2009, by and between EOG and Wells Fargo Bank, NA, as Trustee (incorporated by reference to Exhibit 4.9 to EOG’s Registration Statement on Form S-3, Registration No. 333-159301, filed May 18, 2009).

*4.2		Officers’ Certificate Establishing 2.95% Senior Notes due 2015 and 4.40% Senior Notes due 2020, dated May 20, 2010.

*4.3		Form of Global Note with respect to the 2.95% Senior Notes due 2015 of EOG.

*4.4		Form of Global Note with respect to the 4.40% Senior Notes due 2020 of EOG.


*		Exhibits filed herewith

EX-4.2 2 h73223exv4w2.htm EX-4.2 exv4w2

EXHIBIT 4.2

EOG Resources, Inc.
Officers’ Certificate
Establishing 2.95% Senior Notes due 2015
and 4.40% Senior Notes due 2020

The undersigned, Timothy K. Driggers, Vice President and Chief Financial Officer, and Helen Y. Lim, Vice President and Treasurer, of EOG Resources, Inc., a Delaware corporation (the “Company”), hereby certify, pursuant to Sections 102 and 301 of the Indenture, dated as of May 18, 2009 (the “Indenture”), between the Company and Wells Fargo Bank, NA, as trustee (the “Trustee”), that the Chairman of the Board and Chief Executive Officer, the Vice President and Chief Financial Officer and the Vice President and Treasurer of the Company approved, pursuant to the resolutions of the Board of Directors of the Company dated April 29, 2010, the terms of two series of Securities to be issued under the Indenture, and the forms thereof, and such terms are as follows:


Designation of Securities:		2.95% Senior Notes due 2015 (the “*2015 Notes*”).

		4.40% Senior Notes due 2020 (the “*2020 Notes” and, together with the 2015 Notes, the “Notes*”).

		The 2015 Notes and the 2020 Notes are being issued as two separate series.

Aggregate Principal Amount:		$500,000,000 aggregate principal amount of 2015 Notes and $500,000,000 aggregate principal amount of 2020 Notes. The Company may reopen either or both series of Notes for additional issuances from time to time pursuant to the terms of the Indenture.

Denominations:		$2,000 and any integral multiple of $1,000 in book-entry form only.

Stated Maturity Date:		The 2015 Notes will mature on June 1, 2015. The 2020 Notes will mature on June 1, 2020.

Interest Rate:		2.95% per annum from May 20, 2010 with respect to the 2015 Notes and 4.40% per annum from May 20, 2010 with respect to the 2020 Notes.

Interest Payment Dates:		June 1 and December 1 of each year beginning on December 1, 2010.

Regular Record Dates:		May 15 or November 15 immediately preceding an Interest Payment Date.

- 1 -


Optional Redemption:		The Company may redeem some or all of the Notes at any time and from time to time prior to their maturity, at its option, at a Redemption Price equal to the greater of:

		• 100% of the principal amount of the Notes then outstanding to be redeemed; or

		• the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points in the case of the 2015 Notes and 20 basis points in the case of the 2020 Notes;

		plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

		“Treasury Rate” means, with respect to any Redemption Date: (1) the rate per annum equal to the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearer month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to

- 2 -


		maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such Redemption Date.

		The Treasury Rate will be calculated on the third Business Day preceding the date fixed for redemption.

		“Comparable Treasury Issue” means the U.S. Treasury security selected by an independent investment banker as having a maturity comparable to the remaining term (“remaining life”) of the Notes to be 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 Notes.

		“Comparable Treasury Price” means (1) the average of five reference treasury dealer quotations for such Redemption Date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.

		“Independent Investment Banker” means any of Barclays Capital Inc., J.P. Morgan Securities Inc. or UBS Securities LLC (or their respective successors ) as specified by the Company, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by the Company.

		“Reference Treasury Dealer” means (1) Barclays Capital Inc., J.P. Morgan Securities Inc. or UBS Securities LLC and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), the Company will substitute therefor another primary treasury dealer and (2) any three other primary treasury dealers selected by the Company after consultation with the independent

- 3 -


		investment banker.

		“Reference Treasury Dealer Quotations” means, with respect to each reference treasury dealer and any Redemption Date, the average, as determined by the independent investment banker, 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 independent investment banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

		Notice of any redemption will be mailed first-class, postage-prepaid at least 30 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the trustee or by such other method as the trustee deems to be fair and appropriate. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note.

Trustee:		Wells Fargo Bank, NA.

Place of Payment:		The Company will make payments due on the Notes to Cede & Co., as nominee of The Depository Trust Company, or as otherwise may be permitted by the Indenture and the Notes.

Global Securities:		Each series of Notes shall be issued as one or more Global Securities. The Depository Trust Company shall be the Depository.

- 4 -


Events of Default:		In an Event of Default, the principal of the Notes may be declared due and payable in the manner and in the effect provided in the Indenture.

Settlement:		Payments in respect of principal of and interest on the Notes shall be made by the Company in immediately available funds.

Forms of Notes:		Attached hereto as Annex A, and incorporated herein by reference.

Each of the undersigned hereby certify that:

	1.		I have read Sections 102, 301 and 303 of the Indenture and the definitions in the Indenture relating thereto.

	2.		The statements made herein are based either upon my personal knowledge or on information, data and reports furnished to me by the officers, counsel or employees of the Company who have knowledge of the relevant facts.

	3.		In my opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as to whether or not all conditions provided for in the Indenture with respect to the determination of the terms of the Notes and the forms thereof, and the authentication and delivery of the Notes, have been complied with.

	4.		In my opinion, all conditions precedent to the determination of the terms and forms of the Notes and to the authentication by the Trustee of $500,000,000 aggregate principal amount of 2015 Notes and $500,000,000 aggregate principal amount of 2020 Notes thereof have been complied with and such Notes may be delivered in accordance with the Indenture.

Capitalized terms not otherwise defined herein have the meaning provided in the Indenture.

[Remainder of page intentionally left blank]

- 5 -

IN WITNESS WHEREOF, the undersigned have hereunto signed their respective names on this 20^th day of May, 2010.



	/s/ Timothy K. Driggers
	Timothy K. Driggers
	Vice President and Chief Financial Officer


	/s/ Helen Y. Lim
	Helen Y. Lim
	Vice President and Treasurer

[ANNEX A OMITTED]

- 6 -

EX-4.3 3 h73223exv4w3.htm EX-4.3 exv4w3

EXHIBIT 4.3

FORM OF GLOBAL NOTE — 2.95% SENIOR NOTE DUE 2015

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR CEDE & CO., ITS NOMINEE (“CEDE & CO.”). 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 DTC OR CEDE & CO. OR ANOTHER NOMINEE OF DTC, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER 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 DTC (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 HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN.

EOG RESOURCES, INC.
2.95% SENIOR NOTE DUE 2015


No. __		$

		CUSIP No. 26875PAF8

EOG Resources, Inc., a corporation duly organized and existing under the laws 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., as the nominee of The Depository Trust Company, or registered assigns, the principal sum of ($ ) on June 1, 2015 and to pay interest thereon from May 20, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year (or if any such date is not a Business Day, the next succeeding Business Day), commencing December 1, 2010, at the rate of 2.95% per annum, until the principal hereof is paid or made available for payment.

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 May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. 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 Special 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 Special 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 of this series 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 Houston, Texas, 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; provided, further, however, that in case this Security is held by a Depository or its nominee, payment of principal, interest and premium, if any, shall be made by wire transfer of immediately available funds to an account designated by such Depository.

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.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.


Dated: May 20, 2010				EOG Resources, Inc.


				Helen Y. Lim
				Vice President and Treasurer

Attest:


Michael P. Donaldson
Corporate Secretary

REVERSE OF SECURITY

This security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 18, 2009 (herein called the “Indenture”), between the Company and Wells Fargo Bank, NA, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant 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. This Security is one of the series designated on the face hereof.

Some or all of the Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, at any time and from time to time prior to their maturity, at the election of the Company, at a redemption price equal to the greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments 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 applicable Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in

exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as may be supplemented by an Officers’ Certificate).

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


Dated: May 20, 2010	Wells Fargo Bank, NA, as Trustee
	By

		Name
			Authorized Signatory

EX-4.4 4 h73223exv4w4.htm EX-4.4 exv4w4

EXHIBIT 4.4

FORM OF GLOBAL NOTE — 4.40% SENIOR NOTE DUE 2020

EOG RESOURCES, INC.
4.40% SENIOR NOTE DUE 2020


No.		$
		CUSIP No. 26875PAE1

EOG Resources, Inc., a corporation duly organized and existing under the laws 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., as the nominee of The Depository Trust Company, or registered assigns, the principal sum of ($ ) on June 1, 2020 and to pay interest thereon from May 20, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year (or if any such date is not a Business Day, the next succeeding Business Day), commencing December 1, 2010, at the rate of 4.40% per annum, until the principal hereof is paid or made available for payment.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.


Dated: May 20, 2010		EOG Resources, Inc.


		Helen Y. Lim
		Vice President and Treasurer


Attest:


Michael P. Donaldson
Corporate Secretary

REVERSE OF SECURITY

Some or all of the Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, at any time and from time to time prior to their maturity, at the election of the Company, at a redemption price equal to the greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments 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 applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.

exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as may be supplemented by an Officers’ Certificate).

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


Dated: May 20, 2010	Wells Fargo Bank, NA, as Trustee
	By

		Name
			Authorized Signatory

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