Exhibit 99.5
December 20, 2001
EquiServe
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Re: Rights Agreement, dated February 14, 2000,
between EOG Resources, Inc. (the "Company")
and First Chicago Trust Company of New York
("First Chicago"), as amended by the Amendment
to Rights Agreement dated December 13, 2001,
and by the Amendment No. 2 to Rights Agreement,
dated December 20, 2001 (the "Rights Agreement")
Dear Sirs:
First Chicago has notified the Company that it is resigning
as Rights Agent under the Rights Agreement effective January 12,
2002. The purpose of this letter is to reflect our agreement
that EquiServe Trust Company, N.A. ("Equiserve") be appointed and
serve as successor Rights Agent.
Accordingly, pursuant to the provisions of Section 21 of the
Rights Agreement, the Company hereby appoints EquiServe as
successor Rights Agent under the Rights Agreement, with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent under the Rights Agreement.
By your execution of this letter, you confirm that (i) you
have reviewed the terms of the Rights Agreement, (ii) you meet
all the qualifications required under Section 21 of the Rights
Agreement to be appointed successor Rights Agent, and (iii) you
accept this appointment and agree to act as successor Rights
Agent under the Rights Agreement.
2
If the foregoing correctly reflects our agreement, please
execute each counterpart of this letter in the space provided
below, and return one fully executed counterpart to the
undersigned.
EOG RESOURCES, INC.
By: /s/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President - Finance
Agreed and accepted:
EQUISERVE TRUST COMPANY, N.A.
By: /s/ XXXXXXX X. XXXX
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director
