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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