EXHIBIT 4.12
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
AMENDMENT NO. 5 (this "Amendment No. 5"), dated as of
February 24, 2005, to the Rights Agreement, dated as of February
14, 2000, as amended, by and between EOG Resources, Inc. (the
"Company") and EquiServe Trust Company, N.A. (as Rights Agent)
(the "Rights Agreement"). Terms used herein but not defined
shall have the meanings assigned to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of such
Section 27; and
WHEREAS, the Board of Directors of the Company has
determined that it is in the best interest of the Company and its
stockholders to amend the Rights Agreement to provide that any
"Person" that is a "Qualified Institutional Investor" (as defined
herein) will not be deemed an "Acquiring Person" (as defined in
the Rights Agreement).
NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Rights Agreement as follows:
Section 1 of the Rights Agreement is hereby
amended to include the following new definition in the
appropriate alphabetical position, with the subsequent
definitions being appropriately re-lettered and cross-references
thereto being appropriately revised:
"Qualified Institutional Investor" shall mean, as of any
time of determination, a Person that is described in Rule
13d-l(b)(1) promulgated under the Exchange Act (as such Rule
is in effect on the date hereof) and is eligible to report
(and, if such Person is the Beneficial Owner of greater than
5% of the Common Shares of the Company, does in fact report)
beneficial ownership of Common Shares of the Company on
Schedule 13G, and such Person (i) is not required to file a
Schedule 13D (or any successor or comparable report) with
respect to its beneficial ownership of Common Shares of the
Company, (ii) shall be the Beneficial Owner of less than 15%
of the Common Shares of the Company then outstanding
(including in such calculation the holdings of all of such
Person's Affiliates and Associates other than those which,
under published interpretations of the SEC or its Staff, are
eligible to file separate reports on Schedule 13G with
respect to their beneficial ownership of the Common Shares
of the Company) and (iii) shall be the Beneficial Owner of
less than 20% of the Common Shares of the Company then
outstanding.
* * *
IN WITNESS WHEREOF, this Amendment No. 5 has been duly
executed by the Company and the Rights Agent as of the day and
year first written above.
EOG RESOURCES, INC.
By:/s/ XXXXXX X. XXXXXX, III
Name: Xxxxxx X. Xxxxxx, III
Title: President and Chief of Staff
EQUISERVE TRUST COMPANY, N.A.
(as Rights Agent)
By:/s/ XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Managing Director
