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.
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EOG RESOURCES, INC.
5.625% SENIOR NOTE DUE 2019
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
on June 1, 2019 and to pay interest thereon from May 21,
2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on June
1 and December 1, in each year (or if any such date is not a
Business Day, the next succeeding Business Day), commencing
December 1, 2009, at the rate of 5.625% per annum, until the
principal hereof is paid or made available for payment.
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 May 15 or
November 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.
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