UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 8-K





CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): September 28, 2012





NOBLE ENERGY, INC.


(Exact name of Registrant as specified in its charter)





Delaware001-0796473-0785597(State or other jurisdiction ofincorporation or organization)CommissionFile Number(I.R.S. EmployerIdentification No.)100 Glenborough Drive, Suite 100Houston, Texas77067(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (281) 872-3100





(Former name, former address and former fiscal year, if changed since last report)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








---




|           |                                            
|---------- | -------------------------------------------
|Item 1.01. | Entry into a Material Definitive Agreement.




As originally described in a Current Report on Form 8-K dated October 18, 2011, Noble Energy, Inc., a Delaware corporation (the “Company”), is a party to a Credit Agreement, dated as of October 14, 2011 (the “Credit Agreement”), by and among the Company, as borrower, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, Citibank N.A., as syndication agent, Bank of America, N.A., Mizuho Corporate Bank, LTD., and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, and certain other commercial lending institutions named therein. The Credit Agreement provided for an initial commitment of $3.0 billion with an option to increase the overall commitment amount by up to an additional $1.0 billion, subject to the consent of any increasing lenders.


On September 28, 2012, the Company increased its borrowing capacity under the Credit Agreement from $3.0 billion to $4.0 billion by exercising the option in the Credit Agreement pursuant to (i) a Commitment Increase Agreement with JPMorgan, as administrative agent, and the existing lenders under the Credit Agreement and (ii) a Commitment Increase Agreement with JPMorgan, as administrative agent, and additional new lenders party to such agreement.


The foregoing description of the Commitment Increase Agreements with the existing lenders and the new lenders does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 and 10.2 hereto.


|           |                                           
|---------- | ------------------------------------------
|Item 2.03. | Creation of a Direct Financial Obligation.




The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.





Item 9.01. Financial Statements and Exhibits.





|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(d) | Exhibits.  The following exhibits are filed as part of this current report on Form 8-K:




|     |                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 | Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.




|     |                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 | Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.







---

SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.














NOBLE ENERGY, INC.Date: October 2, 2012By:/s/ Kenneth M. FisherKenneth M. FisherSenior Vice President, Chief Financial Officer














---

INDEX TO EXHIBITS





Exhibit No.Description10.1Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.10.2Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.