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.






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	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






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	 	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 






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	 	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.






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	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.




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     IN WITNESS WHEREOF, the undersigned have hereunto signed their respective names on this
20th 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]





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