exv4w5






EXHIBIT 4.5



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.

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.



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     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.



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     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.



     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.



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     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
	 	 






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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.



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



     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



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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),
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.



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     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
	 	 







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