6. Debt

Debt consists of the following:



	September 30, 2017					December 31, 2016
(millions, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due August 27, 2020	$	275		2.27	%	$	—		—	%
Noble Midstream Services Revolving Credit Facility, due September 20, 2021	200			2.45	%	—			—	%
Term Loan Facility, due January 6, 2019	550			2.45	%	550			2.01	%
Leviathan Term Loan Facility, due February 23, 2025	—			—	%	—			—	%
Senior Notes, due March 1, 2019 ⁽¹⁾	—			—	%	1,000			8.25	%
Senior Notes, due May 1, 2021	379			5.625	%	379			5.625	%
Senior Notes, due December 15, 2021	1,000			4.15	%	1,000			4.15	%
Senior Notes, due October 15, 2023	100			7.25	%	100			7.25	%
Senior Notes, due November 15, 2024	650			3.90	%	650			3.90	%
Senior Notes, due April 1, 2027	250			8.00	%	250			8.00	%
Senior Notes, due January 15, 2028 ⁽¹⁾	600			3.85	%	—			—	%
Senior Notes, due March 1, 2041	850			6.00	%	850			6.00	%
Senior Notes, due November 15, 2043	1,000			5.25	%	1,000			5.25	%
Senior Notes, due November 15, 2044	850			5.05	%	850			5.05	%
Senior Notes, due August 15, 2047 ⁽¹⁾	500			4.95	%	—			—	%
Other Senior Notes and Debentures ⁽²⁾	110			6.93	%	110			6.93	%
Capital Lease and Other Obligations ⁽³⁾	290			—	%	375			—	%
Total	7,604					7,114
Unamortized Discount	(25		)			(23		)
Unamortized Premium	14					17
Unamortized Debt Issuance Costs	(41		)			(34		)
Total Debt, Net of Unamortized Discount, Premium and Debt Issuance Costs	7,552					7,074
Less Amounts Due Within One Year
Capital Lease Obligations	(65		)			(63		)
Long-Term Debt Due After One Year	$	7,487				$	7,011

⁽¹⁾In third quarter 2017, we redeemed all our Senior Notes due March 1, 2019 and issued Senior Notes due January 15, 2028 and August 15, 2047.

⁽²⁾Includes $18 million of Senior Notes due June 1, 2022, $8 million of Senior Notes due June 1, 2024 and $84 million of Senior Debentures due August 1, 2097. The weighted average interest rate for these instruments is 6.93%.

⁽³⁾The reduction includes $41 million related to other obligations for drilling commitments assumed by the acquirer of the Marcellus Shale upstream assets and $44 million of capital lease principal payments. See Note 4. Acquisitions and Divestitures and Note 12. Commitments and Contingencies.

Revolving Credit Facility Our Credit Agreement, as amended, provides for a $4 billion unsecured revolving credit facility (Revolving Credit Facility), which is available for general corporate purposes. The Revolving Credit Facility (i) provides for facility fee rates that range from 10 basis points to 25 basis points per year depending upon our credit rating, (ii) provides for interest rates that are based upon the Eurodollar rate plus a margin that ranges from 90 basis points to 150 basis points depending upon our credit rating.

During second quarter 2017, we borrowed $1.3 billion to fund the cash portion of the Clayton Williams Energy Acquisition consideration, redeem assumed Clayton Williams Energy long-term debt, pay associated make-whole premiums, pay related fees and expenses associated with the transaction and to fund other general corporate expenditures. We repaid all of the respective outstanding borrowings associated with the transaction during second quarter 2017 with proceeds received from the Marcellus Shale upstream divestiture, cash on hand, and cash generated by the Noble Midstream Partners private placement of limited partner units and Noble Midstream Services borrowings. As of September 30, 2017, $275 million was outstanding under our Revolving Credit Facility, which was utilized for general corporate purposes and for funding of our capital development program.

Noble Midstream Services Revolving Credit Facility In 2016, Noble Midstream Services, LLC, a subsidiary of Noble Midstream Partners, entered into a credit agreement for a $350 million revolving credit facility (Noble Midstream Services Revolving Credit Facility) which is available to fund working capital and to finance acquisitions and other capital expenditures of Noble Midstream Partners.

Borrowings by Noble Midstream Partners under the Noble Midstream Services Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at Noble Midstream Partners' option, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.00%; or (b) in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

As of September 30, 2017, $200 million was outstanding under the Noble Midstream Services Revolving Credit Facility which was used to partially fund second quarter 2017 acquisitions. See Note 4. Acquisitions and Divestitures.

Senior Notes Issuance and Completed Tender Offer On August 15, 2017, we issued $600 million of 3.85% senior unsecured notes that will mature on January 15, 2028 and $500 million of 4.95% senior unsecured notes that will mature on August 15, 2047. Interest on the 3.85% senior notes and 4.95% senior notes is payable semi-annually beginning January 15, 2018 and February 15, 2018, respectively. We may redeem some or all of the senior notes at any time at the applicable redemption price, plus accrued interest, if any. The senior notes were issued at a discount of $4 million and debt issuance costs incurred totaled $11 million, both of which are reflected as a reduction of long-term debt and are amortized over the life of the facility. Proceeds of $1.1 billion from the issuance of senior notes were used solely to fund the tender offer and the redemption of $1.0 billion of our 8.25% senior notes due March 1, 2019. As a result, we paid a premium of $96 million to the holders of the 8.25% senior notes and recognized a loss of $98 million in third quarter 2017, which is reflected in other non-operating (income) expense in our consolidated statements of operations.

Leviathan Term Loan Agreement On February 24, 2017, Noble Energy Mediterranean Ltd. (NEML), a wholly owned subsidiary of Noble Energy, entered into a facility agreement (Leviathan Term Loan Facility) which provides for a limited recourse secured term loan facility with an aggregate principal borrowing amount of up to $1.0 billion, of which $625 million is initially committed. Any amounts borrowed under the Leviathan Term Loan Facility will be available to fund a portion of our share of costs for the initial phase of development of the Leviathan field offshore Israel.

Any amounts borrowed will be subject to repayment on a quarterly basis following production startup for the first phase of development which is targeted for the end of 2019. Repayment will be in accordance with an amortization schedule set forth in the facility agreement, with a final balloon payment of no more than 35% of the loans outstanding. The Leviathan Term Loan Facility matures on February 23, 2025 and we can prepay borrowings at any time, in whole or in part, without penalty. The Leviathan Term Loan Facility contains customary representations and warranties, affirmative and negative covenants, events of default and also includes a prepayment mechanism that reduces the final balloon amount if cash flows exceed certain defined coverage ratios.

Any amounts borrowed will accrue interest at LIBOR, plus a margin of 3.50% per annum prior to production startup, 3.25% during the period following production startup until the last two years of maturity, and 3.75% during the last two years until the maturity date. We are also required to pay a commitment fee equal to 1.00% per annum on the unused and available commitments under the Leviathan Term Loan Facility until the beginning of the repayment period.

The Leviathan Term Loan Facility is secured by a first priority security interest in substantially all of NEML's interests in the Leviathan field and its marketing subsidiary, and in assets related to the initial phase of the project. All of NEML’s revenues from the first phase of Leviathan development will be deposited in collateral accounts and we will be required to maintain a debt service reserve account for the benefit of the lenders under the Leviathan Term Loan Facility. Once servicing accounts are replenished and debt service made, all remaining cash will be available to us and our subsidiaries.

Term Loan Agreement and Completed Tender Offers In 2016, we entered into a term loan agreement (Term Loan Facility) which provides for a three-year term loan facility for a principal amount of $1.4 billion. The Term Loan Facility accrues interest, at our option, at either (a) a base rate equal to the highest of (i) the rate announced by Citibank, N.A., as its prime rate, (ii) the Federal Funds Rate plus 0.5%, and (iii) LIBOR plus 1.0%, plus a margin that ranges from 10 basis points to 75 basis points depending upon our credit rating, or (b) LIBOR plus a margin that ranges from 100 basis points to 175 basis points depending upon our credit rating.

Borrowings under the Term Loan Facility were used solely to fund tender offers for approximately $1.38 billion of notes assumed in our merger with Rosetta Resources Inc. in 2015. As a result, we recognized a gain of $80 million in first quarter 2016 which is reflected in other non-operating (income) expense in our consolidated statements of operations. In fourth quarter 2016, we prepaid $850 million of long-term debt outstanding under the Term Loan Facility from cash on hand. As of September 30, 2017, $550 million was outstanding under the facility.

See Note 7. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

Annual Debt Maturities Annual maturities of outstanding debt, excluding capital lease payments and outstanding balances under the revolving credit facilities, are as follows:



(millions)	Debt Principal Payments
October - December 2017	$	—
2018	—
2019	550
2020	—
2021	1,379
Thereafter	4,910
Total	$	6,839