1
EXHIBIT 99.5
[EOG RESOURCES, INC. LETTERHEAD]
May 5, 2000
Bankers Trust Company
0 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate Securities
Ladies and Gentlemen:
Reference is made to that Auction Agent Agreement between EOG
Resources, Inc. ("EOG"), and Bankers Trust Company, dated as of December 22,
1999 (the "Agreement").
EOG is currently making an exchange offer to the holders of its
Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series C, and it is
expected that the holders of such stock will exchange such stock for shares of
EOG's Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series D. Upon
that exchange, you and we agree that all references in the Agreement to
"Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series C," or to
"Shares" shall be to the Flexible Money Market Cumulative Preferred Stock
(MMP(R)), Series D, of EOG, and all references in the Agreement to the
"Certificate of Designations" shall be to the Certificate of Designations, as
amended, of EOG establishing the designation, preferences and rights of its
Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series D, as filed
with the Secretary of State of the State of Delaware.
If the foregoing correctly sets forth our agreement, please so indicate
by signing a copy of this letter in the space provided below.
Very truly yours,
EOG RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Vice President, Finance
-----------------------
Xxxxxx and accepted this 9th day of June, 2000
BANKERS TRUST COMPANY
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Vice President
-------------------------------
