exv4w2






Exhibit 4.2




EOG Resources, Inc.

Officers’ Certificate

Establishing 5.625% Senior Notes due 2019




     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, Vice President and Chief Financial Officer, and
Vice President and Treasurer of the Company approved, pursuant to the resolutions of the Board of
Directors of the Company dated April 30, 2009 and May 15, 2009, the terms of a series of Securities
to be issued under the Indenture, and the form thereof, and such terms are as follows:



	 	 	 
	Designation of Securities:

	 	5.625% Senior Notes due 2019 (the “Notes”).
	 
	 	 
	Aggregate Principal Amount:

	 	$900 million. The Company may reopen this
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:

	 	June 1, 2019.
	 
	 	 
	Interest Rate:

	 	5.625% per annum from May 21, 2009.
	 
	 	 
	Interest Payment Dates:

	 	June 1 and December 1 of each year beginning
on December 1, 2009. Interest on the Notes
will accrue from May 21, 2009.
	 
	 	 
	Regular Record Dates:

	 	May 15 or November 15 immediately preceding an
Interest Payment Date.
	 
	 	 
	Optional Redemption:

	 	The Company may redeem the Notes in whole at
any time or in part from time to time, 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







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	 	      (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 37.5 basis
points

	 
	 	 
	 

	 	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 nearest 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






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	 	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., Deutsche Bank
Securities Inc. or J.P. Morgan Securities Inc.
(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., Deutsche Bank Securities Inc. or
J.P. Morgan Securities Inc. and their
respective successors, provided, however, that
if any of the foregoing shall cease to be a
primary U.S. government securities dealer in
New York City (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 investment banker.
	 
	 	 
	 

	 	“Reference Treasury Dealer Quotations”






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	 	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 made pro rata or 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:

	 	The 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.
	 
	 	 
	Form 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 form 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 form of
the Notes and to the authentication by the Trustee of $900,000,000 aggregate principal
amount 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 21st
day of May, 2009.



	 	 	 	 	 
	 	 	 
	 	  	 /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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