e8vk

Dated: November 23, 2010

Wells Fargo Bank, NA,
as Trustee

Authorized Signatory

-----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, C1jU6MF2JOr354wP6hxoLLxijm0tVf4qXQhE/4+T4slASAZ9RwXkefl/HV2jcWFT aRs1lLZNhaH3N89V4xjKlg== 0000950123-10-108809.txt : 20101124 0000950123-10-108809.hdr.sgml : 20101124 20101124171159 ACCESSION NUMBER: 0000950123-10-108809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20101123 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 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: 101215643 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 h77922e8vk.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): November 24, 2010 (November 23, 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 November 23, 2010, EOG Resources, Inc. (EOG) closed its sale of $400 million aggregate principal amount of its 2.500% Senior Notes due 2016 (2016 Notes), $750 million aggregate principal amount of its 4.100% Senior Notes due 2021 (2021 Notes) and $350 million aggregate principal amount of its Floating Rate Senior Notes due 2014 (2014 Notes and, together with the 2016 Notes and the 2021 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 November 23, 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 2016 Notes, the form of global note for the 2021 Notes and the form of global note for the 2014 Notes are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 hereto, respectively, and are incorporated herein by reference.

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 2.500% Senior Notes due 2016, 4.100% Senior Notes due 2021 and Floating Rate Senior Notes due 2014, dated November 23, 2010.

*4.3		Form of Global Note with respect to the 2.500% Senior Notes due 2016 of EOG.

*4.4		Form of Global Note with respect to the 4.100% Senior Notes due 2021 of EOG.

*4.5		Form of Global Note with respect to the Floating Rate Senior Notes due 2014 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: November 24, 2010	By:	/s/ Timothy K. Driggers
		Timothy K. Driggers
		Vice President and Chief Financial Officer (Principal Financial 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 2.500% Senior Notes due 2016, 4.100% Senior Notes due 2021 and Floating Rate Senior Notes due 2014, dated November 23, 2010.

*4.3		Form of Global Note with respect to the 2.500% Senior Notes due 2016 of EOG.

*4.4		Form of Global Note with respect to the 4.100% Senior Notes due 2021 of EOG.

*4.5		Form of Global Note with respect to the Floating Rate Senior Notes due 2014 of EOG.


*		Exhibits filed herewith

EX-4.2 2 h77922exv4w2.htm EX-4.2 exv4w2

Exhibit 4.2

EOG Resources, Inc.
Officers’ Certificate
Establishing 2.500% Senior Notes due 2016,
4.100% Senior Notes due 2021
and Floating Rate Senior Notes due 2014

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 October 28, 2010, the establishment of the following series of Securities and terms of the Securities of each such series to be issued under the Indenture, and the forms thereof, and such terms are as follows:

Fixed Rate Senior Securities:


Designation of Securities:		2.500% Senior Notes due 2016 (the “*2016 Notes*”).

		4.100% Senior Notes due 2021 (the “*2021 Notes” and, together with the 2016 Notes, the “Fixed Rate Notes*”).

		The Fixed Rate Notes are being issued as two separate series.

Aggregate Principal Amount:		$400,000,000 aggregate principal amount of 2016 Notes and $750,000,000 aggregate principal amount of 2021 Notes. The Company may reopen either or both series of Fixed Rate 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 excess thereof in book-entry form only.

Stated Maturity Date:		The 2016 Notes will mature on February 1, 2016. The 2021 Notes will mature on February 1, 2021.

Interest Rate:		2.500% per annum from November 23, 2010 with respect to the 2016 Notes and 4.100% per annum from November 23, 2010 with respect to the 2021 Notes.

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Interest Payment Dates:		February 1 and August 1 of each year (or if such date is not a Business Day, on the next succeeding Business Day) beginning on February 1, 2011.

Regular Record Dates:		January 15 or July 15 immediately preceding an Interest Payment Date.

Optional Redemption:		The Company may redeem some or all of the Fixed Rate 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 Fixed Rate Notes then outstanding to be redeemed; or

		• the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed Rate 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 20 basis points, in the case of the 2016 Notes, and 25 basis points, in the case of the 2021 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 that 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 that 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

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		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 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 Fixed Rate 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 Fixed Rate 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., Citigroup Global Markets Inc., J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated (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.

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		“Reference Treasury Dealer” means each of (1) Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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) one other primary treasury dealer selected by the Company after consultation with the independent 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 Fixed Rate Notes of the series 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 Fixed Rate Notes or portions thereof called for redemption. If less than all of the Fixed Rate Notes of a series are to be redeemed, the Fixed Rate 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 Fixed Rate Note is to be redeemed in part only, the notice of redemption that relates to the Fixed Rate Note will state the portion of the principal amount of the Fixed Rate Note to be redeemed. A new Fixed Rate Note in a principal amount equal to the unredeemed portion of the Fixed Rate Note will be issued in the name of the holder of the Fixed Rate Note upon surrender for cancellation of the original Fixed Rate Note.

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Floating Rate Senior Securities:


Designation of Securities:		Floating Rate Senior Notes due 2014 (the “*Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes*”).

Aggregate Principal Amount:		$350,000,000 aggregate principal amount of Floating Rate Notes. The Company may reopen the series of Floating Rate 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 excess thereof in book-entry form only.

Stated Maturity Date:		February 3, 2014.

Interest Rate:		The interest rate on the Floating Rate Notes will be reset quarterly on February 3, May 3, August 3 and November 3 of each year, as applicable, commencing February 3, 2011 (each, an “interest reset date”). The Floating Rate Notes will bear interest at a per-annum rate equal to 3-month LIBOR (as defined below) for the applicable interest reset period or initial interest period (each as defined below) plus 0.75% (75 basis points). The interest rate for the initial interest period will be 3-month LIBOR, determined as of two London business days prior to the original issue date, plus 0.75% per annum. The “initial interest period” will be the period from and including the original issue date to but excluding the initial interest reset date. Thereafter, each “interest reset period” will be the period from and including the immediately preceding interest reset date to but excluding the immediately succeeding interest reset date; provided that the final interest reset period for the Floating Rate Notes will be the period from and including the interest reset date immediately preceding the maturity date of such Floating Rate Notes to but excluding the maturity date.

		If any interest reset date would otherwise be a day that is not a business day, the interest reset date will be postponed to the immediately succeeding day that is a business day, except that if that business day is in the immediately succeeding calendar month, the

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		interest reset date shall be the immediately preceding business day.

		The interest rate in effect on each day will be (1) if that day is an interest reset date, the interest rate determined as of the interest determination date (as defined below) immediately preceding such interest reset date or (2) if that day is not an interest reset date, the interest rate determined as of the interest determination date immediately preceding the most recent interest reset date or the original issue date, as the case may be.

		Interest on the Floating Rate Notes will be computed on the basis of the actual number of days elapsed over a 360-day year.

		For purposes of the Floating Rate Notes, “business day” means any day (1) that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the city of New York and, for any place of payment outside of the city of New York, in such place of payment, and (2) that is also a “London business day”, which is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Interest Rate Determination:		The interest rate applicable to each interest reset period commencing on the related interest reset date, or the original issue date in the case of the initial interest period, will be the rate determined as of the applicable interest determination date. The “interest determination date” will be the second London business day immediately preceding the original issue date, in the case of the initial interest reset period, and thereafter the applicable interest reset date.

		Wells Fargo Bank, NA, or its successor appointed by the Company, will act as calculation agent. Three-month LIBOR will be determined by the calculation agent as of the applicable interest determination date in accordance with the following provisions:

		(1) LIBOR is the rate for deposits in U.S.

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		dollars for the 3-month period commencing on the second London business day immediately following such interest determination date, which appears on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on the applicable interest determination date. “Reuters Screen LIBOR01 Page” means the display designated on page “LIBOR01” on Reuters Screen (or such other page as may replace the LIBOR01 page on that service, any successor service or such other service or services as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If no rate appears on Reuters Screen LIBOR01 Page, LIBOR for such interest determination date will be determined in accordance with the provisions of paragraph (2) below.

		(2) With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., London time, on such interest determination date, the calculation agent shall request the principal London offices of each of four major reference banks in the London interbank market selected by the calculation agent (after consultation with the Company) to provide the calculation agent with a quotation of the rate at which deposits of U.S. dollars having a three-month maturity, commencing on the second London business day immediately following such interest determination date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such interest determination date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such interest determination date will be the arithmetic mean of such quotations as calculated by the calculation agent. If fewer than two quotations are provided, LIBOR for such interest determination date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such interest determination date by three major banks selected by the calculation agent (after consultation with the Company) for loans in U.S.

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		dollars to leading European banks having a three-month maturity commencing on the second London business day immediately following such interest determination date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the calculation agent are not quoting such rates as mentioned in this sentence, LIBOR for such interest determination date will be LIBOR determined with respect to the immediately preceding interest determination date.

		All percentages resulting from any calculation of any interest rate for the Floating Rate Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward.

		Promptly upon such determination, the calculation agent will notify the Company and the trustee (if the calculation agent is not the trustee) of the interest rate for the new interest reset period. Upon request of a holder of the Floating Rate Notes, the calculation agent will provide to such holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next interest reset period.

		All calculations made by the calculation agent for the purposes of calculating interest on the Floating Rate Notes shall be conclusive and binding on the holders and the Company, absent manifest error.

Interest Payment Dates:		February 3, May 3, August 3 and November 3 (or if such date is not a business day, the next succeeding business day, except that if such business day is in the immediately succeeding calendar month, such interest payment date shall be the immediately preceding business day) of each year beginning on February 3, 2011.

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Regular Record Dates:		January 15, April 15, July 15 or October 15 immediately preceding an Interest Payment Date.

Optional Redemption:		None.

General:


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 Fixed Rate Notes and the Floating Rate Notes shall be issued as one or more Global Securities. The Depository Trust Company shall be the Depository.

		Each series of Fixed Rate Notes and the Floating Rate Notes will be exchangeable for certificated debt securities only if:

		(1) The Depository Trust Company (“*DTC*”) notifies the Company that it is unwilling or unable to continue as depository or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (if so required by applicable law or regulation), and, in either case, a successor depository is not appointed by the Company within ninety (90) days after the Company receives such notice or become aware of such unwillingness, inability or ineligibility; or

		(2) The Company, in its sole discretion and subject to DTC’s procedures, determines that any such series of Fixed Rate Notes or the Floating Rate notes shall be exchangeable for certificated debt securities.

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

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Settlement:		Payments in respect of principal of and interest on the Notes shall be made by the Company in immediately available funds to Cede & Co., as the nominee of DTC, or its registered assigns.

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 establishment of each series of Notes, the terms of the Notes of each series and the forms of such Notes, and the issuance, authentication and delivery of the Notes, have been complied with.

	4.		In my opinion, all conditions precedent to the establishment of each series of Notes and the terms and forms of the Notes, to the issuance, and to the authentication and delivery by the Trustee, of $400,000,000 aggregate principal amount of 2016 Notes, $750,000,000 aggregate principal amount of 2021 Notes and $350,000,000 aggregate principal amount of Floating Rate Notes pursuant to the Indenture have been complied with and such Notes may be issued, authenticated and delivered in accordance with the Indenture.

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

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IN WITNESS WHEREOF, the undersigned have hereunto signed their respective names on this 23rd day of November, 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

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EX-4.3 3 h77922exv4w3.htm EX-4.3 exv4w3

EXHIBIT 4.3

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.
2.500% SENIOR NOTE DUE 2016


No. ___		$
		CUSIP No. 26875PAH4

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 January 15 or July 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: November 23, 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.

The Company may redeem some or all of the Securities of this series 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.

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 in excess thereof. 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: November 23, 2010	Wells Fargo Bank, NA,
	as Trustee

	By

	Name	Authorized Signatory

EX-4.4 4 h77922exv4w4.htm EX-4.4 exv4w4

EXHIBIT 4.4

EOG RESOURCES, INC.
4.100% SENIOR NOTE DUE 2021


No. ___		$
		CUSIP No. 26875PAG6

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


Dated: November 23, 2010				EOG Resources, Inc.

				Helen Y. Lim
				Vice President and Treasurer

Attest:

Michael P. Donaldson
Corporate Secretary

REVERSE OF SECURITY

The Company may redeem some or all of the Securities of this series 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 25 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: November 23, 2010	Wells Fargo Bank, NA,
	as Trustee

	By

	Name	Authorized Signatory

EX-4.5 5 h77922exv4w5.htm EX-4.5 exv4w5

EXHIBIT 4.5

EOG RESOURCES, INC.
FLOATING RATE SENIOR NOTE DUE 2014



No. __		$_______________
		CUSIP No. 26875PAJ0

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 ___________________________ DOLLARS AND _____ CENTS ($_______________) on February 3, 2014 and to pay interest thereon from November 23, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 3, May 3, August 3 and November 3 in each year (or if any such date is not a Business Day, the next succeeding Business Day, except that if such Business Day is in the immediately succeeding calendar month, such interest payment date shall be the immediately preceding Business Day), commencing February 3, 2011, at an initial rate of 3-month LIBOR, determined as of two London business days prior to November 23, 2010 (the “original issue date”), plus 0.75% per annum, which interest rate will be reset quarterly on February 3, May 3, August 3 and November 3 of each year, as applicable, commencing February 3, 2011 (each, an “interest reset date”) at a rate of 3-month LIBOR, determined as of the interest determination date (as defined below) immediately preceding the interest reset date for each interest reset period (as defined below), plus 0.75% per annum. The “initial interest period” will be the period from and including the original issue date to but excluding the initial interest reset date. Thereafter, each “interest reset period” will be the period from and including the immediately preceding interest reset date to but excluding the immediately succeeding interest reset date; provided that the final interest reset period will be the period from and including the interest reset date immediately preceding the maturity date to but excluding the maturity date. If any interest reset date would otherwise be a day that is not a Business Day, the interest reset date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the interest reset date shall be the immediately preceding Business Day.

The interest rate in effect on each day will be (1) if that day is an interest reset date, the interest rate determined as of the interest determination date (as defined below) immediately preceding such interest reset date or (2) if that day is not an interest reset date, the interest rate determined as of the interest determination date immediately preceding the most recent interest reset date or the original issue date, as the case may be.

Interest will be computed on the basis of the actual number of days elapsed over a 360-day year. The interest rate applicable to each interest reset period commencing on the related interest reset date, or the original issue date in the case of the initial interest period, will be the rate determined as of the applicable interest determination date. The “interest determination date” will be the second London business day immediately preceding the original issue date, in the case of the initial interest reset period, and thereafter the applicable interest reset date.

Wells Fargo Bank, NA, or its successor appointed by the Company, will act as calculation agent. Three-month LIBOR will be determined by the calculation agent as of the applicable interest determination date in accordance with the following provisions:

(1) LIBOR is the rate for deposits in U.S. dollars for the 3-month period commencing on the second London business day immediately following such interest determination date, which appears on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on the applicable interest determination date. “Reuters Screen LIBOR01 Page” means the display designated on page “LIBOR01” on Reuters Screen (or such other page as may replace the LIBOR01 page on that service, any successor service or such other service or services as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If no rate appears on Reuters Screen LIBOR01 Page, LIBOR for such interest determination date will be determined in accordance with the provisions of paragraph (2) below.

(2) With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., London time, on such interest determination date, the calculation agent shall request the principal London offices of each of four major reference banks in the London interbank market selected by the calculation agent (after consultation with the Company) to provide the calculation agent with a quotation of the rate at which deposits of U.S. dollars having a three-month maturity, commencing on the second London business day immediately following such interest determination date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such interest determination date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such interest determination date will be the arithmetic mean of such quotations as calculated by the calculation agent. If fewer than two quotations are provided, LIBOR for such interest determination date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such interest determination date by three major banks selected by the calculation agent (after consultation with the Company) for loans in U.S. dollars to leading European banks having a three-month maturity commencing on the second London business day immediately following such interest determination date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the calculation agent are not quoting such rates as mentioned in this sentence, LIBOR for such interest determination date will be LIBOR determined with respect to the immediately preceding interest determination date.

All percentages resulting from any calculation of any interest rate will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward.

Promptly upon such determination, the calculation agent will notify the Company and the Trustee (if the calculation agent is not the Trustee) of the interest rate for the new interest reset period. Upon request of a Holder of Securities, the calculation agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next interest reset period.

All calculations made by the calculation agent for the purposes of calculating interest shall be conclusive and binding on the Holders and the Company, absent manifest error.

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 January 15, April 15, July 15 or October 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.

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


Dated: November 23, 2010		EOG Resources, Inc.

		Helen Y. Lim
		Vice President and Treasurer

Attest:


Michael P. Donaldson
Corporate Secretary

REVERSE OF SECURITY

This Security is not subject to redemption prior to its maturity.

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.

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), provided that for purposes of this Security, the term “Business Day” shall mean any day (1) that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the city of New York and, for any place of payment outside of the city of New York, in such place of payment, and (2) that is also a “London business day”, which is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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

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