SIXTH AMENDMENT OF OFFICE LEASE AGREEMENT

This Sixth Amendment of Office Lease Agreement (“Sixth Amendment”) is entered into as of February 16, 2007, by and between NORTHBOROUGH PARTNERS, LP, a Delaware limited partnership (“Landlord”), and NOBLE ENERGY, INC., a Delaware corporation (“Tenant”).

WHEREAS, EOP-Northborough Tower Limited Partnership, as landlord (“Original Landlord”) and Tenant executed an Office Lease Agreement dated on or about October 23, 2002, covering space located in the building known as Northborough Tower (the “Building”) in Houston, Texas;

WHEREAS, TX-Northborough Tower Limited Partnership (“Successor Landlord”), as successor-in-interest to Original Landlord, and Tenant executed that certain First Amendment dated as of May 14, 2003, that certain Second Amendment dated as of May 27, 2003, that certain Third Amendment dated as of September 27, 2004, that certain Fourth Amendment dated as of December 28, 2005, and that certain Fifth Amendment dated as of February 13, 2007, amending such Office Lease Agreement;

WHEREAS, such Office Lease Agreement, as so amended is herein referred to as the “Lease”;

WHEREAS, Landlord has succeeded to the interests of Original Landlord and Successor Landlord in and to the Lease;

WHEREAS, Landlord and Tenant desire to amend the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Definitions. All capitalized terms in this Sixth Amendment shall have the respective definitions as set forth in the Lease, except as otherwise expressly provided herein.

2.    Section 5(b) of the Fifth Amendment to the Lease is hereby revised to read in its entirety as follows:

Date”) which is one day after the later of (A) the Republic Termination Date or (B) the date Republic vacates the Seventh Expansion Space.

3.    Section 5(c) of the Fifth Amendment to the Lease is hereby revised to read in its entirety as follows:

All such Base Rent shall be payable by Tenant in accordance with the Lease. Provided no Material Default by Tenant then exists, Tenant shall be entitled to an abatement of Base Rent regarding the Seventh Expansion Space for 60 days beginning on May 1, 2007 (the “Seventh Expansion Base Rent Abatement Period”). If a Material Default exists at any time during the Seventh Expansion Base Rent Abatement Period, all abated Base Rent with respect to the Seventh Expansion Base Rent Abatement Period shall become immediately due and payable. The payment of abated Base Rent in the event of a default shall not limit or affect any of Landlord’s other rights pursuant to the Lease or at law or in equity. During the Seventh Expansion Base Rent Abatement Period, only Base Rent applicable to the Seventh Expansion Space shall be abated and all other Base Rent and all Additional Rent and other charges specified in the Lease shall continue to accrue.

4.    Tenant shall reimburse Landlord within thirty (30) days of Landlord’s demand for Landlord’s legal fees incurred in connection with this Sixth Amendment and the Republic Termination Agreement.

5.    Miscellaneous.

Executed as of the date first set forth above.