Exhibit 4.2

 

EOG Resources, Inc.

Officers’ Certificate

Establishing 2.45% 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 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 adopted on February 20, 2014, the establishment of the following series of Securities and terms of the Securities of such series to be issued under the Indenture, and the form thereof, and such terms are as follows:

 

Senior Securities:

 

	
Title   of Securities:
    	
 
    	
2.45%   Senior Notes due 2020 (the “Notes”).
    
	
 
    	
 
    	
 
    
	
Aggregate   Principal Amount:
    	
 
    	
$500,000,000   aggregate principal amount of Notes. The Company may reopen the 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 excess thereof in book-entry form   only.
    
	
 
    	
 
    	
 
    
	
Stated   Maturity Date:
    	
 
    	
The   Notes will mature on April 1, 2020.
    
	
 
    	
 
    	
 
    
	
Interest   Rate:
    	
 
    	
2.45%   per annum from March 21, 2014.
    
	
 
    	
 
    	
 
    
	
Interest   Payment Dates:
    	
 
    	
April 1   and October 1 of each year (or if such date is not a Business Day, on   the next succeeding Business Day) beginning on October 1, 2014.
    
	
 
    	
 
    	
 
    
	
Regular   Record Dates:
    	
 
    	
March 15   and September 15 (whether or not a Business Day) immediately preceding   an Interest Payment Date.
    
	
 
    	
 
    	
 
    
	
Optional   Redemption:
    	
 
    	
The   Company may redeem some or all of the Notes at any time and from time to time   prior to March 1, 2020, 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;

 

plus,   in each case, accrued and unpaid interest on the principal amount being   redeemed to, but not including, 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 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.
    


 

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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 six 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 six such reference treasury dealer quotations, the average of all   such quotations.

 

“Independent Investment Banker”   means any of Barclays Capital Inc., J.P. Morgan Securities LLC or RBC Capital   Markets, 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   each of (1) Barclays Capital Inc., J.P. Morgan Securities LLC, and RBC   Capital Markets, 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) 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 
    


 

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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.

 

The   Company may redeem some or all of the Notes at any time and from time to time   on or after March 1, 2020, at its option, at a Redemption Price equal to   100% of the principal amount of the Notes to be redeemed, plus accrued and   unpaid interest on the principal amount being redeemed to, but not including,   the Redemption Date.
    


 

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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 (“DTC”),   or as otherwise may be permitted by the Indenture and the Notes.  
    
	
 
    	
 
    	
 
    
	
Global   Security:
    	
 
    	
The   Notes shall be issued as one Global Security.    DTC shall be the Depository.

 

The   Notes will be exchangeable for certificated debt securities only if:

 

 (1) 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 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.  
    
	
 
    	
 
    	
 
    
	
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.  
    
	
 
    	
 
    	
 
    
	
Form of   Notes:
    	
 
    	
Attached   hereto as Annex A, and incorporated herein by reference. 
    


 

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Each of the undersigned hereby certifies that:

 

1.              I have read Sections 102, 103, 201, 202, 203, 204, 205, 301, 302, 303, and 304 of the Indenture and the definitions in Section 101 of the Indenture relating thereto.

 

2.              A copy of the resolutions of the Board of Directors of the Company, as certified by the Deputy Corporate Secretary, are being delivered concurrently with this Officers’ Certificate.

 

3.              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.

 

4.              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 the Notes, the terms of the Notes and the form of the Notes, and the issuance, authentication and delivery of the Notes, have been complied with.

 

5.              In my opinion, all conditions precedent to the establishment of the Notes and the terms and form of the Notes, to the issuance, and to the authentication and delivery by the Trustee, of $500,000,000 aggregate principal amount of 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.

 

[signature page follows]

 

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IN WITNESS WHEREOF, the undersigned have hereunto signed their respective names on this 21st day of March, 2014.

 

 

	
 
    	
/s/   Timothy K. Driggers
    
	
 
    	
Timothy   K. Driggers
    
	
 
    	
Vice   President and
    
	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Helen Y. Lim
    
	
 
    	
Helen   Y. Lim
    
	
 
    	
Vice   President and Treasurer
    


 

[Signature Page to Officers’ Certificate — Terms of Notes]