<PAGE>   1
                                                                   EXHIBIT 10.16

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                            ASSET PURCHASE AGREEMENT

                                 by and between

                          Noble Drilling Corporation,

                             Noble Properties, Inc.

                                      and

                          Noble Drilling (Canada) Ltd.

                                      and

                            Nabors Industries, Inc.





                               November 15, 1996
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<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                           <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

RECITALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE I -- CERTAIN DEFINITIONS  . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE II -- PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . .    4
         2.1     Assets to be Purchased . . . . . . . . . . . . . . . . . .    4
         2.2     Excluded Assets  . . . . . . . . . . . . . . . . . . . . .    5
         2.3     Assumed Liabilities  . . . . . . . . . . . . . . . . . . .    6
         2.4     Limitation on Assignments  . . . . . . . . . . . . . . . .    6
         2.5     Delivery of Records  . . . . . . . . . . . . . . . . . . .    6

ARTICLE III -- PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . .    7
         3.1     Consideration for the Purchased Assets . . . . . . . . . .    7
         3.2     Buyer's Default  . . . . . . . . . . . . . . . . . . . . .    7
         3.3     Return of Deposit  . . . . . . . . . . . . . . . . . . . .    8
         3.4     Allocation of Purchase Price . . . . . . . . . . . . . . .    8

ARTICLE IV -- THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . .    8
         4.1     Time and Place of Closing  . . . . . . . . . . . . . . . .    8
         4.2     Deliveries by Sellers  . . . . . . . . . . . . . . . . . .    8
         4.3     Deliveries by Buyer  . . . . . . . . . . . . . . . . . . .    9

ARTICLE V -- REPRESENTATIONS AND WARRANTIES OF SELLERS  . . . . . . . . . .    9
         5.1     Organization and Existence . . . . . . . . . . . . . . . .    9
         5.2     Authority; Etc . . . . . . . . . . . . . . . . . . . . . .    9
         5.3     No Violations  . . . . . . . . . . . . . . . . . . . . . .   10
         5.4     Ownership of   . . . . . . . . . . . . . . . . . . . . . .   10
         5.5     Inventory  . . . . . . . . . . . . . . . . . . . . . . . .   10
         5.6     Contracts  . . . . . . . . . . . . . . . . . . . . . . . .   11
         5.7     Litigation . . . . . . . . . . . . . . . . . . . . . . . .   11
         5.8     Governmental Approval  . . . . . . . . . . . . . . . . . .   11
         5.9     Compliance With Laws . . . . . . . . . . . . . . . . . . .   12
         5.10    Employees and Related Matters  . . . . . . . . . . . . . .   12
         5.11    Real Property  . . . . . . . . . . . . . . . . . . . . . .   12
         5.12    Environmental Matters  . . . . . . . . . . . . . . . . . .   12
         5.13    No Brokers . . . . . . . . . . . . . . . . . . . . . . . .   13
         5.14    Decrees, etc.  . . . . . . . . . . . . . . . . . . . . . .   13
         5.15    Performance Bonds; Letters of Credit . . . . . . . . . . .   13
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>                                                                           <C>
ARTICLE VI -- REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . .   13
         6.1     Organization and Existence . . . . . . . . . . . . . . . .   13
         6.2     Authority; Etc . . . . . . . . . . . . . . . . . . . . . .   13
         6.3     No Violations  . . . . . . . . . . . . . . . . . . . . . .   14
         6.4     Governmental Approval  . . . . . . . . . . . . . . . . . .   14
         6.5     Litigation . . . . . . . . . . . . . . . . . . . . . . . .   15
         6.6     No Brokers . . . . . . . . . . . . . . . . . . . . . . . .   15
         6.7     Certain Knowledge Regarding Assignment of Contracts  . . .   15

ARTICLE VII -- CONDITIONS TO THE OBLIGATIONS OF SELLERS . . . . . . . . . .   15
         7.1     Accuracy of Representations and Warranties . . . . . . . .   15
         7.2     Covenants and Agreements Performed . . . . . . . . . . . .   15
         7.3     Officer's Certificate  . . . . . . . . . . . . . . . . . .   15
         7.4     Legal Opinion  . . . . . . . . . . . . . . . . . . . . . .   15
         7.5     HSR Act  . . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE VIII -- CONDITIONS TO THE OBLIGATIONS OF BUYER  . . . . . . . . . .   16
         8.1     Accuracy of Representations and Warranties . . . . . . . .   16
         8.2     Covenants and Agreements Performed . . . . . . . . . . . .   16
         8.3     Officer's Certificate  . . . . . . . . . . . . . . . . . .   16
         8.4     Legal Opinion  . . . . . . . . . . . . . . . . . . . . . .   16
         8.5     HSR Act  . . . . . . . . . . . . . . . . . . . . . . . . .   16

ARTICLE IX -- COVENANTS AND AGREEMENTS OF THE PARTIES BEFORE,
         RELATING TO AND SUBSEQUENT TO THE CLOSING  . . . . . . . . . . . .   16
         9.1     Expenses . . . . . . . . . . . . . . . . . . . . . . . . .   16
         9.2     HSR Act Compliance . . . . . . . . . . . . . . . . . . . .   16
         9.3     Access . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         9.4     Conduct of Business and Preservation of Assets . . . . . .   17
         9.5     Transition of Business Operations  . . . . . . . . . . . .   17
         9.6     Litigation . . . . . . . . . . . . . . . . . . . . . . . .   17
         9.7     Certain Taxes  . . . . . . . . . . . . . . . . . . . . . .   18
         9.8     Actions with Respect to Closing  . . . . . . . . . . . . .   18
         9.9     Public Statements  . . . . . . . . . . . . . . . . . . . .   18
         9.10    Books and Records  . . . . . . . . . . . . . . . . . . . .   18
         9.11    Purchased Asset Loss . . . . . . . . . . . . . . . . . . .   19
         9.12    Use of Name  . . . . . . . . . . . . . . . . . . . . . . .   19
         9.13    Continued Effectiveness of Representations
                 and Warranties . . . . . . . . . . . . . . . . . . . . . .   19
         9.14    Performance Bonds; Import Duties . . . . . . . . . . . . .   19
         9.15    Post-Closing Collection, Payment and
                 Administrative Procedures  . . . . . . . . . . . . . . . .   20
         9.16    Removal of Certain Purchased Assets  . . . . . . . . . . .   20

ARTICLE X -- EMPLOYEES  . . . . . . . . . . . . . . . . . . . . . . . . . .   20
         10.1    Employees  . . . . . . . . . . . . . . . . . . . . . . . .   20
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<S>                                                                           <C>
ARTICLE XI -- TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . .   21
         11.1    Termination  . . . . . . . . . . . . . . . . . . . . . . .   21
         11.2    Effect of Termination  . . . . . . . . . . . . . . . . . .   22

ARTICLE XII -- EXTENT AND SURVIVAL OF REPRESENTATIONS,
         WARRANTIES, COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . .   22
         12.1    Scope of Representations of Sellers  . . . . . . . . . . .   22
         12.2    Indemnification by Parent  . . . . . . . . . . . . . . . .   23
         12.3    Indemnification by Buyer . . . . . . . . . . . . . . . . .   23
         12.4    Indemnification Procedure  . . . . . . . . . . . . . . . .   23
         12.5    Survival . . . . . . . . . . . . . . . . . . . . . . . . .   24
         12.6    Tax Benefits; Insurance Proceeds . . . . . . . . . . . . .   24
         12.7    Applicability of Indemnification Obligation  . . . . . . .   24

ARTICLE XIII -- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .   25
         13.1    Notices  . . . . . . . . . . . . . . . . . . . . . . . . .   25
         13.2    Entire Agreement . . . . . . . . . . . . . . . . . . . . .   26
         13.3    Amendments and Waiver; Rights and Remedies . . . . . . . .   26
         13.4    Governing Law  . . . . . . . . . . . . . . . . . . . . . .   26
         13.5    Binding Effect; Assignment . . . . . . . . . . . . . . . .   26
         13.6    Counterparts . . . . . . . . . . . . . . . . . . . . . . .   27
         13.7    References . . . . . . . . . . . . . . . . . . . . . . . .   27
         13.8    Severability of Provisions . . . . . . . . . . . . . . . .   27
         13.9    Gender . . . . . . . . . . . . . . . . . . . . . . . . . .   27
         13.10   Descriptive Headings . . . . . . . . . . . . . . . . . . .   27
</TABLE>





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<PAGE>   5
                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of
November 15, 1996, by and between Nabors Industries, Inc., a Delaware
corporation ("Buyer"), and Noble Drilling Corporation, a Delaware corporation
("Parent"), Noble Properties, Inc., an Oklahoma corporation ("Noble-
Properties"), and Noble Drilling (Canada) Ltd., an Alberta, Canada corporation
("Noble-Canada" and, together with Parent and Noble-Properties, sometimes
referred to herein, collectively, as "Sellers" and, individually, as a
"Seller");

                              W I T N E S S E T H:

         WHEREAS, Buyer desires to purchase the Purchased Assets (as
hereinafter defined) from Sellers; and

         WHEREAS, Sellers desire to sell the Purchased Assets to Buyer in
exchange for the payment by Buyer of the Purchase Price (as hereinafter
defined) and the assumption by Buyer of the Assumed Liabilities (as hereinafter
defined);

         NOW, THEREFORE, in consideration of the premises and the mutual terms,
covenants and conditions herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS

         As used in this Agreement, the following terms have the following
respective meanings:

         "Affiliate" means, as to the person specified, any person controlling,
controlled by or under common control with such person, with the concept of
control in such context meaning the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
another, whether through the ownership of voting securities, by contract or
otherwise.

         "Agreement" has the meaning specified in the preamble.

         "Applicable Environmental Laws" has the meaning specified in Section
5.12(b).

         "Applicable Laws" has the meaning specified in Section 5.9.

         "Assumed Liabilities" has the meaning specified in Section 2.3.





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<PAGE>   6
         "Best Efforts" means a party's best efforts in accordance with
reasonable commercial practice and without the incurrence of unreasonable
expense.

         "Business Day" means a day on which national banks are generally open
for the transaction of business in Houston, Texas.

         "Buyer" has the meaning specified in the preamble.

         "Buyer Basket" has the meaning specified in Section 12.2.

         "Buyer Designee" has the meaning specified in Section 13.5(b)(ii).

         "Claims" has the meaning specified in Section 12.2.

         "Closing" means the consummation of the transactions contemplated by
Article II of this Agreement in accordance with the terms and upon the
conditions set forth in Article II.

         "Closing Date" has the meaning specified in Section 4.1.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Consent Required Contract" has the meaning specified in Section 2.4.

         "Deeds" has the meaning specified in Section 4.2(b).

         "Deposit" has the meaning specified in Section 3.1(a).

         "Drilling Contract" has the meaning specified in Section 2.1(f)(i).

         "Employees" has the meaning specified in Section 10.1(a).

         "Encumbrances" means liens, charges, pledges, options, mortgages,
security interests, claims, easements, rights-of-way, servitudes, title defects
and other encumbrances of every type and description, whether imposed by law,
agreement, understanding or otherwise.

         "Environmental Claims" has the meaning specified in Section 12.3.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" has the meaning specified in Section 5.10.





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<PAGE>   7
         "Escrow Agent" has the meaning specified in Section 3.1(a).

         "Escrow Agreement" has the meaning specified in Section 3.1(a).

         "Excluded Assets" has the meaning specified in Section 2.2.

         "General Assignment" has the meaning specified in Section 4.2(a).

         "Governmental Entity" means any court or tribunal in any jurisdiction
(domestic or foreign) or any public, governmental or regulatory body, agency,
department, commission, board, bureau or other authority or instrumentality
(domestic or foreign).

         "hazardous material" has the meaning specified in Section 5.12(b).

         "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

         "Indemnified Party" has the meaning specified in Section 12.4.

         "Indemnifying Party" has the meaning specified in Section 12.4.

         "Inventory" has the meaning specified in Section 2.1(c).

         "Leases" has the meaning specified in Section 2.1(d).

         "Marketed Rigs" has the meaning specified in Section 2.1(a).

         "Noble-Canada" has the meaning specified in the preamble.

         "Noble-Properties" has the meaning specified in the preamble.

         "Nonassigned Contract" has the meaning specified in Section 2.4.

         "Other Contract" has the meaning specified in Section 2.1(f)(ii).

         "Parent" has the meaning specified in the preamble.

         "Permits" has the meaning specified in Section 2.1(e)(ii).

         "Permitted Encumbrances" means (i) Encumbrances for taxes, assessments
and governmental charges not yet due and payable or the validity of which are
being contested in good faith by appropriate proceedings; (ii) statutory liens
arising in the ordinary course of business relating to obligations as to which
there is no default on the part of Sellers, excluding any mortgage; (iii) the
Drilling Contracts, Other Contracts and





                                       3
<PAGE>   8
Leases; and (iv) any other Encumbrances which in the aggregate do not exceed
$50,000; provided, however, that at the Closing "Permitted Encumbrances" shall
not include any Encumbrances for taxes, assessments or governmental charges
filed of record against the Purchased Assets, or statutory liens filed of
record against the Purchased Assets, unless any such Encumbrances are being
diligently contested in good faith by appropriate proceedings.

         "Permitted Real Property Encumbrances" means (i) Encumbrances for
taxes, assessments and governmental charges not yet due and payable or the
validity of which are being contested in good faith by appropriate proceedings;
(ii) statutory liens arising in the ordinary course of business relating to
obligations as to which there is no default on the part of Sellers, excluding
any mortgage; (iii) zoning laws and ordinances and similar governmental
regulations; (iv) rights reserved to any municipality or governmental,
statutory or public authority to regulate such property; (v) Encumbrances
arising from or relating to Environmental Claims; (vi) the Other Contracts; and
(vii) any other Encumbrances which in the aggregate do not exceed $50,000;
provided, however, that at the Closing "Permitted Real Property Encumbrances"
shall not include any Encumbrance for taxes, assessments or governmental
charges filed of record against the Real Estate Assets, or statutory liens
filed of record against the Real Estate Assets, unless any such Encumbrances
are being diligently contested in good faith by appropriate proceedings.

         "Proceedings" means all proceedings, actions, claims, suits,
investigations and inquiries by or before any arbitrator or Governmental
Entity.

         "Purchased Assets" has the meaning specified in Section 2.1.

         "Purchase Price" shall mean $60,000,000.

         "Real Estate Assets" has the meaning specified in Section 2.1(d).

         "Real Property" has the meaning specified in Section 2.1(d).

         "Rigs" has the meaning specified in Section 2.1(b).

         "Seller Basket" has the meaning specified in Section 12.3.

         "Seller Designee" has the meaning specified in Section 13.5(b)(i).

         "Sellers" has the meaning specified in the preamble.

         "Stacked Rigs" has the meaning specified in Section 2.1(b).

         "Taxes" has the meaning specified in Section 9.7.





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<PAGE>   9
                                   ARTICLE II

                          PURCHASE AND SALE OF ASSETS

         2.1     Assets to be Purchased.  Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing, Sellers agree to sell,
assign, transfer, deliver and convey to Buyer, and Buyer agrees to purchase,
the following (collectively, the "Purchased Assets"):

         (a)     the 19 land drilling rigs currently marketed by Sellers
described on Schedule 2.1(a) (collectively, the "Marketed Rigs");

         (b)     the equipment described on Schedule 2.1(b), which collectively
constitutes the Sellers' 28 stacked land drilling rigs (collectively, the
"Stacked Rigs," and, together with the Marketed Rigs, the "Rigs");

         (c)     the stocks owned by Sellers or any of their Affiliates
described on Schedule 2.1(c) (collectively, "Inventory"), as such Inventory may
be reduced through consumption thereof, or increased through replacement
thereof or addition thereto, in the ordinary course of the maintenance and
operation of the Rigs through the Closing Date;

         (d)     the leasehold interests in real property (the "Leases")
described on Schedule 2.1(d)(i) and real property fee ownership described on
Schedule 2.1(d)(ii) (the "Real Property"), together with all buildings,
fixtures and other improvements upon the Real Property (except, in the case of
Leases, buildings, fixtures and other improvements owned by persons or entities
other than Sellers or their Affiliates) and all rights, easements, rights-of-
way and other interests incidental thereto that are used or held for use by
Seller in connection with the ownership, maintenance or operation of the
Purchased Assets (the "Real Estate Assets");

         (e)     the following tangible and intangible assets used or held for
use in connection with the ownership, maintenance and operation of the Rigs or
the Real Estate Assets, to the extent assignable by law and Sellers or their
Affiliates have the right to assign and transfer such assets:

                 (i)      all records to be delivered to Buyer pursuant to
         Section 2.5; and

                 (ii)     the certificates, licenses, permits, consents,
         operating authorities, orders, exemptions, franchises, approvals,
         registrations and other authorizations and applications therefor
         specifically associated with the maintenance and operation of a Rig
         and listed on Schedule 2.1(e)(ii) hereto ("Permits"); and

         (f)     the benefit and burden subsequent to the Closing Date of:





                                       5
<PAGE>   10
                 (i)      all drilling contracts and any amendments thereto for
         the employment of the Rigs existing on the Closing Date (the "Drilling
         Contracts"), including without limitation the Drilling Contracts
         identified on Schedule 2.1(f)(i) hereto existing on the Closing Date;
         and

                 (ii)     all other contracts to which Sellers or any of their
         Affiliates is a party relating to the ownership, maintenance and
         operation of the Rigs or the Real Estate Assets existing on the
         Closing Date and described on Schedule 2.1(f)(ii) (the "Other
         Contracts").

         2.2     Excluded Assets.  The Purchased Assets to be transferred by
Sellers to Buyer hereunder shall include only those described or referred to in
Section 2.1, and no other assets or properties of Sellers shall be transferred
to Buyer hereunder.  Without limiting the generality of the preceding sentence,
the Purchased Assets shall not include (i) Seller's subsidiaries, (ii) any top
drive unit, (iii) any contractual rights or other assets relating to the
participation of any Affiliate of Parent in the "Hibernia Project" relating to
the operation and maintenance of platform rigs off the coast of Newfoundland,
(iv) any contractual rights or other assets of Sellers relating to Sellers' or
their Affiliates' business or operations in any country other than the United
States and Canada (including without limitation Russia or any of the countries
that formerly constituted the U.S.S.R.), (v) cash, accounts receivable, prepaid
expenses and deposits or (vi) claims and rights under contracts not assigned to
and assumed by Buyer hereunder and, in the case of contracts that are assigned
to and assumed by Buyer, claims and rights thereunder to the extent, but only
to the extent, that such claims and rights relate to the ownership or operation
of the Purchased Assets prior to the Closing, including, without limitation,
claims for reimbursements, day, footage or turnkey rates, lost equipment,
indemnity or escalation of fees that relate to periods prior to the Closing
Date, whether or not billed on the Closing Date (collectively, the "Excluded
Assets").

         2.3     Assumed Liabilities.  As of the Closing Date, Buyer shall not
assume or otherwise be obligated for any obligations of Sellers or their
Affiliates except for all obligations under the Drilling Contracts, Other
Contracts and Leases being assumed by Buyer to the extent, but only to the
extent, that such obligations relate to the conduct of the ownership or
operation of the Purchased Assets after the Closing, but, excluding accounts
payable and accrued liabilities for property received by Seller or for services
performed, on or prior to the Closing (collectively, the "Assumed
Liabilities"), which Drilling Contracts, Other Contracts and Leases Buyer shall
assume and thereafter perform.

         2.4     Limitation on Assignments.  Notwithstanding any other
provision hereof, this Agreement shall not constitute nor require an assignment
to Buyer of any Drilling Contract, Other Contract, Lease, Permit, license or
other right if an attempted assignment of the same without the consent of any
party would constitute a breach thereof or a violation of any law or any
judgment, decree, order, writ, injunction, rule or regulation of





                                       6
<PAGE>   11
any Governmental Entity unless and until such consent shall have been obtained.
In the case of any such Drilling Contract, Other Contract, Lease, Permit,
license or other right that cannot be effectively transferred to Buyer without
such consent (a "Consent Required Contract"), Sellers agree that between the
date hereof and the Closing Date they will use their Best Efforts to obtain or
cause to be obtained the necessary consents to the transfer of any Consent
Required Contract.  Buyer agrees to cooperate and to cause any Buyer Designee
to cooperate with Sellers in obtaining such consents and to enter into such
arrangement of assumption as may be reasonably requested by Sellers or the
other contracting party under a Consent Required Contract.  In the event that
Sellers shall have failed prior to the Closing Date to obtain consents to the
transfer of any Consent Required Contract, the terms of this Section 2.4 shall
govern the transfer of the benefits of each such contract.  Sellers and Buyer
shall use their Best Efforts after the Closing Date to obtain any required
consent to the assignment to, and assumption by, Buyer of each Consent Required
Contract that is not transferred to Buyer at the Closing (a "Nonassigned
Contract").  Sellers, or a Seller Designee, and Buyer, or a Buyer Designee,
shall enter into an agreement substantially in the form of that attached hereto
as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract
providing that until the rights and obligations of Sellers thereunder are
transferred to or assumed by Buyer, or, if earlier, until termination of such
Nonassigned Contract, Sellers shall continue to perform their obligations
thereunder and Buyer shall provide such assistance, at the sole expense of
Buyer, as Sellers may reasonably request for such purpose, including, without
limitation, the use of personnel and assets (by lease or otherwise) of Buyer
and its Affiliates of the type and quantity that Sellers would have used to
perform such Nonassigned Contract had the transactions contemplated by this
Agreement not been consummated.  Such agreement shall also provide that in
consideration of the provision of such assistance, Sellers shall, promptly
after payment of any amounts to Sellers by the other party to a Nonassigned
Contract, pay such amounts to Buyer after subtracting therefrom the costs and
expenses incurred by Sellers as a result of its performance of the Nonassigned
Contract.

         2.5     Delivery of Records.

         (a)     Buyer shall be entitled to the records physically located on
the Rigs or at the location thereof on the Closing Date and relevant to the
Rigs.

         (b)     As promptly following the Closing as practicable, Sellers
shall deliver or cause to be delivered to Buyer at the offices where such
records are located or such other location as mutually agreed, a copy of the
technical records described on Schedule 2.5(b) in the possession of Sellers or
their Affiliates related to the Rigs or the Inventory, and that are not
physically located on the Rigs or at the location thereof.

         (c)     Sellers shall be entitled to retain all originals of its
corporate, financial, accounting, legal, tax and audit records.





                                       7
<PAGE>   12
                                  ARTICLE III

                                 PURCHASE PRICE

         3.1     Consideration for the Purchased Assets.

         (a)     Concurrently with the execution and delivery of this
Agreement, Buyer, Parent and Southwest Bank of Texas, N.A. (the "Escrow Agent")
have executed and delivered the escrow agreement dated of even date herewith
among Buyer, Parent and the Escrow Agent (the "Escrow Agreement"), a copy of
which is attached as Exhibit 3.1(a), and Buyer has delivered to the Escrow
Agent an amount in cash equal to $10,000,000 (the "Deposit").  Buyer and
Sellers agree that the Escrow Agent shall hold and deliver the Deposit in
accordance with the terms and conditions set forth in the Escrow Agreement.

         (b)     At the Closing, Buyer shall pay to Sellers the Purchase Price
by (i) delivering to Sellers the amount of $50,000,000 in immediately available
funds by confirmed wire transfer to a bank account to be designated by Parent
(such designation to occur no later than the second business day prior to the
Closing Date), and (ii) causing the Escrow Agent to deliver by wire transfer to
such bank account of the Sellers the Deposit, in accordance with the Escrow
Agreement.

         (c)     As additional consideration for the Purchased Assets, the
Buyer shall assume at Closing and shall thereafter perform the Assumed
Liabilities.

         3.2     Buyer's Default.  Sellers shall be entitled to receive the
Deposit, as liquidated damages and not as a penalty, without right on the part
of Buyer to a return thereof if the Closing

                 (i)      does not occur on the Closing Date by reason of
         Buyer's default under the terms of this Agreement; or

                 (ii)     does not occur by January 31, 1997 and Sellers have
         performed their covenants set forth in Section 9.4, unless Buyers have
         performed their covenants set forth in Section 9.4 and the sole reason
         the Closing has not occurred by such date is that the conditions in
         Sections 7.5 and 8.5 have not been satisfied;

provided, however, that in the case of clause (i) and clause (ii), Sellers must
show themselves then able and willing to satisfy the conditions set forth in
Section 8.1, 8.2, 8.3 and 8.4.

         Buyer shall be deemed in default for the purpose of this Section 3.2
if Buyer (i) shall have been unable to satisfy any of the conditions set forth
in Sections 7.1, 7.2, 7.3 or 7.4, or (ii) shall have failed to perform any of
Buyer's material covenants of this Agreement or have been in material and
willful breach of this Agreement, including by not delivering or





                                       8
<PAGE>   13
having insufficient funds to deliver the Purchase Price.  Notwithstanding
anything to the contrary contained in this Agreement, if the Closing does not
occur on the Closing Date or there is no Closing by January 31, 1997 by reason
of Buyer's default under the terms of the immediately preceding sentence,
Sellers' sole and exclusive remedy against Buyer and its Affiliates shall be to
receive the Deposit, which the parties stipulate shall be liquidated damages
and not a penalty.

         3.3     Return of Deposit.  In the event the Closing shall not occur
and Sellers are not entitled to receive the Deposit pursuant to Section 3.2,
the Deposit shall be returned to Buyer in the manner specified in the Escrow
Agreement.

         3.4     Allocation of Purchase Price.  The Purchase Price shall be
allocated among the Purchased Assets in the manner set forth on Schedule 3.4.
After the Closing, Parent and Buyer shall cooperate with each other in the
preparation, execution and filing of (i) all information returns and
supplements thereto required to be filed with the Internal Revenue Service by
the parties under Section 1060 of the Code and the Treasury Regulations
promulgated thereunder relating to the allocation of the Purchase Price and
(ii) all similar filings required to be filed with respect to the transactions
contemplated by this Agreement with the Internal Revenue Service and other
appropriate taxing authorities.

                                   ARTICLE IV

                                  THE CLOSING

         4.1     Time and Place of Closing.  The Closing shall take place at
the offices of Thompson & Knight, P.C., 1700 Texas Commerce Tower, 600 Travis
Street, Houston, Texas 77002, at 9:00 a.m., local time, on the third Business
Day after the satisfaction of the conditions to the obligations of the parties
set forth in Sections 7.5 and 8.5, or at such other place, date or time as the
parties may agree in writing.  The date on which the Closing is required to
take place is herein referred to as the "Closing Date."

         4.2     Deliveries by Sellers.  At the Closing, Sellers shall deliver
the following to Buyer:

         (a)     a duly executed General Conveyance, Assignment and Bill of
Sale and Transfer and Assumption of Liabilities (the "General Assignment") in
the form of Exhibit 4.2(a), together with such other bills of sale, assignments
and other instruments of transfer, assignment and conveyance as Buyer shall
reasonably request to vest in Buyer or a Buyer Designee good and marketable
title to the Purchased Assets other than the Real Property;

         (b)     special warranty deeds in the form of Exhibit 4.2(b), with
such modifications as are necessary to comply with applicable local law in the
jurisdictions in





                                       9
<PAGE>   14
which the Real Property is located (the "Deeds"), sufficient to transfer to
Buyer good and defensible title to the Real Property, free and clear of all
Encumbrances except for Permitted Real Property Encumbrances.

         (c)     instructions in accordance with the Escrow Agreement;

         (d)     copies of any consents obtained as contemplated by Section
2.4;

         (e)     the certificate and opinion of counsel contemplated by
Sections 8.3 and 8.4, respectively; and

         (f)     an updated version of Schedule 10.1(a).

         4.3     Deliveries by Buyer.  At the Closing, Buyer shall deliver the
following to Sellers:

         (a)     the Purchase Price;

         (b)     a duly executed General Assignment and such other instruments
of transfer and assumption as Seller shall reasonably request in order to cause
an effective assignment to and assumption by Buyer of the Drilling Contracts,
Other Contracts and Leases;

         (c)     instructions in accordance with the Escrow Agreement; and

         (d)     the certificate and opinion of counsel contemplated by
Sections 7.3 and 7.4, respectively.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF SELLERS

         Except as discussed in this Agreement or in the schedules attached to
this Agreement, each Seller hereby represents and warrants, with respect to
itself and the Purchased Assets owned by it, to Buyer as follows:

         5.1     Organization and Existence.  Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the state
of its incorporation, with all necessary corporate power and authority to own
and lease the Purchased Assets and to carry on its business as such business is
currently conducted.  Seller is duly qualified or licensed to transact business
as a foreign corporation and is in good standing in all jurisdictions in which
the character of the Purchased Assets or the nature of the business currently
conducted by it requires it so to be qualified or licensed unless the failure
so to qualify or be licensed would not reasonably be expected to have a
material adverse effect





                                       10
<PAGE>   15
on Sellers' business taken as a whole or create an Encumbrance on any of the
Purchased Assets except for a Permitted Encumbrance or Permitted Real Property
Encumbrance.

         5.2     Authority; Etc.  Seller has all necessary corporate power and
authority to execute and deliver this Agreement and all agreements, instruments
and documents to be executed and delivered hereunder by Seller, to consummate
the transactions contemplated hereby and to perform all terms and conditions
hereof to be performed by it.  The execution and delivery of this Agreement by
Seller and all agreements, instruments and documents to be executed and
delivered by Seller hereunder, the performance by Seller of all the terms and
conditions hereof to be performed by it and the consummation of the
transactions contemplated hereby have been duly authorized and approved by the
board of directors of Seller, and no other corporate proceedings of Seller are
necessary with respect thereto, except for stockholder approval in the case of
Noble-Properties and Noble-Canada, which will be obtained prior to the Closing
Date.  All persons who have executed and delivered this Agreement, and all
persons who will execute and deliver the other agreements, documents and
instruments to be executed and delivered by Seller hereunder, have been duly
authorized to do so by all necessary actions on the part of Seller.  This
Agreement constitutes, and each other agreement or instrument to be executed by
Seller hereunder, when executed and delivered by Seller, will constitute, the
legal, valid and binding obligation of Seller, enforceable against it in
accordance with its terms, except to the extent the enforceability hereof and
thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or
other laws relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).

         5.3     No Violations.  The execution and delivery of this Agreement
by Seller, the fulfillment of and compliance by it with the terms and
conditions hereof and the consummation by it of the transactions contemplated
hereby will not:

         (a)     violate any of the terms of the certificate of incorporation
or bylaws (or the equivalent) of Seller;

         (b)     (i)      except for the consents to assignment referred to in
Section 2.4, result in a breach of or constitute a default under (whether with
notice or the lapse of time or both) any note, bond, mortgage, loan agreement,
indenture or other instrument evidencing borrowed money to which Seller is a
party or by which Seller is bound or to which any of the Purchased Assets is
subject which breach or default would reasonably be expected to have a material
adverse effect on the ownership or operation of the Purchased Assets, or (ii)
result in the creation of any Encumbrance on any of the Purchased Assets, or
otherwise give any person the right to terminate any Drilling Contract, Permit,
Other Contract or Lease assumed by Buyer; or

         (c)     to Seller's knowledge, violate any provision of any law,
statute, rule or administrative regulation or any judgment, order, injunction
or decree of any





                                       11
<PAGE>   16
Governmental Entity applicable to or binding upon Seller, or its assets, except
that no representation is made as to the application of any United States
antitrust law or regulation to the transactions contemplated by this Agreement,
which violation with respect to the matters specified in clauses (b) and (c) of
this Section 5.3 would reasonably be expected to have a material adverse effect
on the ownership or operation of the Purchased Assets taken as a whole.

         5.4     Ownership of Rigs.  Seller owns and, upon Seller's execution
and delivery of the General Assignment, Buyer will own, good and marketable
title to the Rigs, free and clear of all Encumbrances except for Permitted
Encumbrances.

         5.5     Inventory.  Seller owns, and upon Seller's execution and
delivery of the General Assignment, Buyer will own, good and marketable title
to the Inventory reflected on Schedule 2.1(c), as such Inventory may be reduced
through the consumption thereof, or increased through replacement thereof or
additions thereto, in the ordinary course of the maintenance and operation of
the Rigs through the Closing Date, free and clear of all Encumbrances except
for Permitted Encumbrances and Encumbrances, if any, created or permitted to be
imposed by Buyer or a Buyer Designee.

         5.6     Contracts.  Seller has made available to Buyer for review
complete and correct copies of all the Drilling Contracts, Other Contracts and
Leases.  Except as separately identified on Schedule 2.1(f)(i) or 2.1(f)(ii),
each of the Drilling Contracts, Other Contracts and Leases may be transferred
to Buyer without the consent of any person.  All the Drilling Contracts, Other
Contracts and Leases are valid, binding and in full force and effect against
Seller or its Affiliates, as the case may be, and, to Seller's knowledge, are
valid, binding and in full force and effect against the other parties thereto.
Except as set forth on Schedule 5.6, neither Seller nor any of its Affiliates
is in default in any material respect, and no notice of alleged default has
been received by Seller or any of its Affiliates, under any of the Drilling
Contracts, Other Contracts and Leases, no other party thereto is, to the
knowledge of Seller or its Affiliates, in default thereunder in any material
respect, and, to the knowledge of Seller or its Affiliates, there exists no
condition or event which, with or without notice or lapse of time or both,
would constitute a material default under any of the Drilling Contracts, Other
Contracts and Leases by Seller, any of its Affiliates or any other party
thereto.





                                       12
<PAGE>   17
         5.7     Litigation.

         (a)     Except for litigation adequately covered by insurance or
otherwise described on Schedule 5.7(a), there is no litigation and there are no
Proceedings, suits or investigations pending, instituted or, to the knowledge
of Seller, overtly threatened against any of the Purchased Assets or against
Seller or any of its Affiliates and relating to the ownership and operation of
the Purchased Assets before any Governmental Entity applicable to or binding
upon Seller or any of the Purchased Assets that (i) seeks permanent injunctive
relief, (ii) if adversely determined would delay or prevent the consummation of
the transactions contemplated by this Agreement or (iii) would reasonably be
expected to have a material adverse effect on the ownership, maintenance or
operation of the Purchased Assets taken as a whole.

         (b)     Except for matters described on Schedule 5.7(b), neither
Seller nor any of its properties or assets is subject to any judicial or
administrative judgment, order, decree or restraint currently affecting the
ownership, maintenance and operation of the Purchased Assets in a manner that
is material and adverse to the ownership, maintenance and operation of the
Purchased Assets taken as a whole.  Except as referred to on Schedule 5.7(b),
Seller has not received any notifications or charges in writing from any
Governmental Entity involving alleged violations of or alleged obligations to
remediate under occupational safety and health or water quality or other
environmental matters that materially and adversely affect the conduct by
Seller of the ownership, maintenance and operation of the Purchased Assets
taken as a whole or that have not been finally dismissed or otherwise disposed
of.

         5.8     Governmental Approval.  Except for required filings under the
HSR Act and as set forth on Schedule 5.8, no consent, approval, waiver, order
or authorization of, or registration, declaration or filing with, any
Governmental Entity is required to be obtained or made in connection with the
execution and delivery of this Agreement by Seller or the consummation by
Seller of the transactions contemplated hereby, the failure of which to obtain
would have a material adverse effect on the ownership, maintenance and
operation of the Purchased Assets taken as a whole.

         5.9     Compliance With Laws.  Except as set forth on Schedule 5.9,
Seller is not to its knowledge in violation of or in default under any
applicable law, rule, regulation, code, governmental determination, order,
governmental certification requirement or other public limitation that is not
an Applicable Environmental Law (collectively, "Applicable Laws") relating to
the ownership, maintenance or operation of the Purchased Assets, which
violation or default materially and adversely affects Seller's ownership,
maintenance or operation (as presently conducted) of the Purchased Assets, and
no claim is pending or, to Seller's knowledge, overtly threatened with respect
to any such matters which if determined adversely to Seller would have such
effect.





                                       13
<PAGE>   18
         5.10    Employees and Related Matters.  To Seller's knowledge, all of
the employee benefit plans (as defined in Section 3(3) of ERISA) which are or
have been maintained or contributed to by Seller or any incorporated or
unincorporated trade or business (an "ERISA Affiliate") which together with
Seller would be treated as a single employer under Section 414 of the Code have
been maintained and contributed to in compliance with the requirements of
ERISA, the Code and other applicable law; and to Seller's knowledge, Seller and
its ERISA Affiliates have paid and discharged when due all obligations and
liabilities arising under such plans, ERISA, the Code and other Applicable Law
of a character which, if not paid or discharged, are likely to result in the
imposition of an Encumbrance or the assertion of a liability enforceable
against the Purchased Assets.  There are no labor agreements between Seller or
any Affiliate of Seller and any collective bargaining representative who
represents employees employed by Seller or any of its Affiliates which relate
to or affect the ownership, maintenance or operation of the Purchased Assets.

         5.11    Real Property.  Seller owns, and upon execution and delivery
by Seller of the Deeds, Buyer will own, good and defensible title to the Real
Property described on Schedule 2.1(d)(ii), free and clear of all Encumbrances
except Permitted Real Property Encumbrances.

         5.12    Environmental Matters.

         (a)     Seller has received no written notice of any investigation or
inquiry by any Governmental Entity under any Applicable Environmental Laws (as
defined below) relating to the ownership or operation of the Purchased Assets.
To the actual current knowledge of Seller, Seller has not disposed of any
hazardous material (as defined below) on any of the Purchased Assets and no
condition exists on any of the Purchased Assets which would subject Seller or
the Purchased Assets to any remedial obligations under any Applicable
Environmental Laws.

         (b)     For purposes of this Agreement, "Applicable Environmental
Laws" means any and all Applicable Laws pertaining to health, safety, or the
environment in effect in any and all jurisdictions in which the Purchased
Assets are located or in which Seller has conducted operations using any of the
Purchase Assets, including, without limitation, the Clear Air Act, as amended,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, the Rivers and Harbors Act of 1899, as amended, the Federal
Water Pollution Control Act, as amended, the Occupational Safety and Health Act
of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as
amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control
Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as
amended, the Hazardous Materials Transportation Act, as amended, the Texas
Water Code, the Texas Solid Waste Disposal Act, and other environmental
conservation or protection laws.  For purposes of this Agreement, the term
"hazardous material" means (i) any substance which is listed or defined as a
hazardous substance, hazardous constituent, or solid waste





                                       14
<PAGE>   19
pursuant to any Applicable Environmental Laws and (ii) petroleum (including
crude oil and any fraction thereof), natural gas and natural gas liquids.

         5.13    No Brokers.  Except for Simmons & Company International (whose
fee in respect of the transactions contemplated hereby shall be paid solely by
Parent), Seller has not employed or authorized anyone to represent it as a
broker or finder in connection with the transactions contemplated by this
Agreement, and no broker or other person is entitled to any commission or
finder's fee from Seller in connection with such transactions.  Seller agrees
to indemnify and hold harmless Buyer from and against any and all losses,
claims, demands, damages, costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses, Buyer may sustain or incur as a result
of any claim for a commission or fee by a broker or finder acting on behalf of
Seller.

         5.14    Decrees, etc.  Except as set forth on Schedule 5.14, no order,
writ, injunction, decree, judgment, award or determination of any court or
Governmental Entity has been issued or entered against Seller or any of its
Affiliates which continues to be in effect and affects the ownership or
operation of the Purchased Assets.

         5.15    Performance Bonds; Letters of Credit.  Set forth on Schedule
5.15 is a listing of all performance and similar bonds and letters of credit
currently posted by Seller or any of its Affiliates for the purpose of
operating the Rigs.

                                   ARTICLE VI

                    REPRESENTATIONS AND WARRANTIES OF BUYER

         Except as disclosed in this Agreement or in the schedules attached to
this Agreement, Buyer hereby represents and warrants to each of the Sellers as
follows:

         6.1     Organization and Existence.  Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of the state
of its incorporation, with all necessary corporate power and authority to own
and lease the assets it currently owns and leases and to carry on its business
as such business is currently conducted.  Buyer is duly qualified or licensed
to transact business as a foreign corporation and is in good standing in all
jurisdictions in which the character of the assets currently owned or leased by
it or the nature of the business currently conducted by it requires it so to be
qualified or licensed unless the failure so to qualify or be licensed would not
reasonably be expected to have a material adverse effect on the business or
financial condition of Buyer and its subsidiaries taken as a whole.

         6.2     Authority; Etc.  Buyer has all necessary corporate power and
authority to execute and deliver this Agreement and all agreements, instruments
and documents to be executed and delivered hereunder by Buyer, to consummate
the transactions contemplated hereby and to perform all terms and conditions
hereof to be performed by





                                       15
<PAGE>   20
it.  The execution and delivery of this Agreement by Buyer and all agreements,
instruments and documents to be executed and delivered by Buyer hereunder, the
performance by Buyer of all the terms and conditions hereof to be performed by
it and the consummation of the transactions contemplated hereby have been duly
authorized and approved by the board of directors of Buyer, and no other
corporate proceedings of Buyer are necessary with respect thereto.  All persons
who have executed and delivered this Agreement, and all persons who will
execute and deliver the other agreements, documents and instruments to be
executed and delivered by Buyer hereunder, have been duly authorized to do so
by all necessary actions on the part of Buyer.  This Agreement constitutes, and
each other agreement or instrument to be executed by Buyer hereunder, when
executed and delivered by Buyer, will constitute, the legal, valid and binding
obligation of Buyer, enforceable against it in accordance with its terms,
except to the extent the enforceability hereof and thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other laws relating to or
affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

         6.3     No Violations.  The execution and delivery of this Agreement
by Buyer, the fulfillment of and compliance by it with the terms and conditions
hereof and the consummation by it of the transactions contemplated hereby will
not:

         (a)     violate any of the terms of the certificate of incorporation
or bylaws of Buyer;

         (b)     result in a breach of or constitute a default under (whether
with notice or the lapse of time or both) any note, bond, mortgage, loan
agreement, indenture or other instrument evidencing borrowed money to which
Buyer is a party or by which Buyer is bound or to which any of its assets is
subject or result in the creation of any Encumbrance on any of its assets,
which breach or default would reasonably be expected to have a material adverse
effect on its ability to perform its obligations hereunder; or

         (c)     to Buyer's knowledge, violate any provision of any law,
statute, rule or administrative regulation or any judgment, order, injunction
or decree of any Governmental Entity applicable to or binding upon Buyer or any
of its subsidiaries, except that no representation is made as to the
application of any United States antitrust law or regulation to the
transactions contemplated by this Agreement, which violation with respect to
the matters specified in clauses (b) and (c) of this Section 6.3 would
reasonably be expected to have a material adverse effect on its ability to
perform its obligations hereunder.

         6.4     Governmental Approval.  Except for required filings under the
HSR Act and as contemplated by Section 9.2 or set forth on Schedule 6.4, no
consent, approval, waiver, order or authorization of, or registration,
declaration or filing with, any Governmental Entity is required to be obtained
or made in connection with the execution





                                       16
<PAGE>   21
and delivery of this Agreement by Buyer or the consummation by Buyer of the
transactions contemplated hereby, the failure of which to obtain would delay or
prevent the consummation of the transactions contemplated by this Agreement.

         6.5     Litigation.  There is no litigation and there are no
Proceedings, suits or investigations pending, instituted or, to the knowledge
of Buyer overtly threatened against Buyer or its subsidiaries that could
reasonably be expected to delay or prevent the consummation of the transactions
contemplated by this Agreement.

         6.6     No Brokers.  Buyer has not employed or authorized anyone to
represent it as a broker or finder in connection with the transactions
contemplated by this Agreement, and no broker or other person is entitled to
any commission or finder's fee from Buyer in connection with such transactions.
Buyer will indemnify and hold harmless Seller from and against any and all
losses, claims, demands, damages, costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses, Seller may sustain or
incur as a result of any claim for a commission or fee by a broker or finder
acting on behalf of Buyer.

         6.7     Certain Knowledge Regarding Assignment of Contracts.  To the
knowledge of Buyer, no condition or circumstance exists that would prevent the
obtainment of any necessary consents to the effective assignment to and
assumption by Buyer of the Drilling Contracts, Other Contracts or Leases.

                                  ARTICLE VII

                    CONDITIONS TO THE OBLIGATIONS OF SELLERS

         The obligations of Sellers to proceed with the Closing contemplated by
this Agreement are subject to the satisfaction, on or before the Closing Date,
of all the following conditions, any one or more of which may be waived, in
whole or in part, by Parent:

         7.1     Accuracy of Representations and Warranties.  Each
representation and warranty of Buyer contained in this Agreement shall be true
and correct in all material respects as of the Closing Date with the same
effect as though made on the Closing Date, except as otherwise specifically
contemplated by this Agreement.

         7.2     Covenants and Agreements Performed.  Buyer shall have complied
on or before the Closing Date in all material respects with each of its
covenants or agreements contained in this Agreement to be performed on or
before the Closing Date.

         7.3     Officer's Certificate.  Seller shall have received a
certificate in the form of Exhibit 7.3 hereto, dated as of the Closing Date, of
the President or a Vice President of Buyer certifying as to the matters
specified in Sections 7.1 and 7.2.





                                       17
<PAGE>   22
         7.4     Legal Opinion.  Seller shall have received from Michael Dundy,
general counsel of Buyer, an opinion dated the Closing Date, substantially in
the form of Exhibit 7.4 hereto.

         7.5     HSR Act.  All required filings under the HSR Act shall have
been made as required and the waiting period (and any extension thereof) under
the HSR Act relating to the transactions contemplated hereby shall have expired
or been terminated without governmental objection thereto.

                                  ARTICLE VIII

                     CONDITIONS TO THE OBLIGATIONS OF BUYER

         The obligations of Buyer to proceed with the Closing contemplated by
this Agreement are subject to the satisfaction, on or before the Closing Date,
of all the following conditions, any one or more of which may be waived, in
whole or in part, by Buyer:

         8.1     Accuracy of Representations and Warranties.  Each
representation and warranty of Sellers contained in this Agreement shall be
true and correct in all material respects as of the Closing Date with the same
effect as though made on the Closing Date, except as otherwise specifically
contemplated by this Agreement.

         8.2     Covenants and Agreements Performed.  Sellers shall have
complied on or before the Closing Date in all material respects with each of
the covenants or agreements of Sellers contained in this Agreement to be
performed on or before the Closing Date.

         8.3     Officer's Certificate.  Buyer shall have received a
certificate in the form of Exhibit 8.3 hereto, dated as of the Closing Date, of
the President or a Vice President of Parent certifying as to the matters
specified in Sections 8.1 and 8.2.

         8.4     Legal Opinion.  Buyer shall have received from Thompson &
Knight, P.C., counsel for Sellers, an opinion dated the Closing Date,
substantially in the form of Exhibit 8.4 hereto.

         8.5     HSR Act.  All required filings under the HSR Act shall have
been made as required and the waiting period (and any extension thereof) under
the HSR Act relating to the transactions contemplated hereby shall have expired
or been terminated without governmental objection thereto.





                                       18
<PAGE>   23
                                   ARTICLE IX

                COVENANTS AND AGREEMENTS OF THE PARTIES BEFORE,
                   RELATING TO AND SUBSEQUENT TO THE CLOSING

         Sellers and Buyer hereby covenant and agree as follows:

         9.1     Expenses.  Except as otherwise expressly provided in this
Agreement, each of the parties hereto shall assume and bear all expenses, costs
and fees incurred or assumed by such party in the preparation and execution of
this Agreement and in compliance with and performance of the agreements and
covenants contained in this Agreement, regardless of whether the transactions
contemplated hereby are consummated.

         9.2     HSR Act Compliance.  The parties shall comply with all
provisions of the HSR Act.  Sellers and Buyer agree to cooperate with each
other and furnish all information to the other party that is necessary in
connection with the HSR Act filings required to be made by the parties hereto.
Buyer and Parent each agree to request early termination of any applicable
waiting period under the HSR Act.

         9.3     Access.  Until the Closing, Sellers shall give the officers,
employees and attorneys of Buyer reasonable access, subject to Applicable Laws,
during normal business hours upon Buyer's reasonable prior notice to Parent, to
the Purchased Assets and the records of Sellers specifically relating thereto.
Sellers will cooperate fully with such representatives of Buyer in connection
with such review.  Buyer will hold in strict confidence and not use for
purposes other than those contemplated by this Agreement any documents or
information furnished concerning Sellers or the Purchased Assets.  Such
confidence shall be maintained for at least two years after the date of this
Agreement.  If the transactions contemplated by this Agreement shall not be
consummated, all such documents and all copies thereof shall immediately
thereafter be returned to Parent, and all documents prepared by Buyer or any of
its Affiliates or their representatives shall be destroyed.  The
confidentiality obligations set forth in the preceding sentence shall not apply
to information (i) in the public domain, (ii) obtained by Buyer from a third
party source with the right to disclose such information or (iii) with respect
to which disclosure is required by law in the opinion of counsel to Buyer
reasonably acceptable to Parent.

         9.4     Conduct of Business and Preservation of Assets.  Until the
Closing, Buyer and Sellers agree to cooperate with each other to effect an
orderly transition of the ongoing operation of the Purchased Assets and Sellers
shall use their respective Best Efforts to preserve, maintain and protect the
Purchased Assets.  From and after the date of this Agreement and until the
Closing Date, without the prior express written consent of Buyer, which consent
shall not be unreasonably withheld or delayed, Sellers will not, and Parent
will not permit any of its Affiliates to, (i) make any material change in the
conduct





                                       19
<PAGE>   24
of the ongoing operation of the Rigs taken as a whole, (ii) enter into any new
drilling contracts with respect to the Rigs or any other contracts or
agreements with respect to the Rigs other than in the ordinary course of
business and only if such contracts are not expected to extend beyond 90 days,
or amend, in any respect adverse to Sellers or Buyer, any Drilling Contract,
Other Contract or Lease, (iii) enter into any footage or turnkey drilling
contracts or (iv) commit itself to do any of the foregoing.

         9.5     Transition of Business Operations.  Buyer will use its Best
Efforts to obtain and to cause any Buyer Designee to obtain prior to the
Closing Date all requisite qualifications or licenses to transact business as a
foreign corporation in each jurisdiction in which the consummation of the
transactions contemplated hereby or the nature of the business to be conducted
by it after the Closing requires it so to be qualified or licensed.  If Buyer
or any Buyer Designee is not so duly qualified or licensed on the Closing Date,
then (i) Buyer agrees to use its Best Efforts to become or to cause each Buyer
Designee to become so qualified or licensed at the earliest practicable date
and (ii) Sellers agree to cooperate with Buyer to effect the consummation of
the transactions contemplated by this Agreement, provided same can be effected
without violation of law in the jurisdiction involved and any additional
expense associated with same is borne by Buyer.

         9.6     Litigation.  Until the Closing, Parent will promptly notify
Buyer of any action, suit, proceeding, claim or investigation which is overtly
threatened or commenced against a Seller which is not fully insured against
(except standard deductible or self-retention amounts) and which relates to or
affects the Purchased Assets or this Agreement or the transactions contemplated
hereby, and Buyer will promptly notify Parent of any action, suit, proceeding,
claim or investigation which is overtly threatened or commenced against Buyer
which is not fully insured against (except standard deductible or self-
retention amounts) and which relates to and materially and adversely affects
Buyer or its business or affects this Agreement or the transactions
contemplated hereby.

         9.7     Certain Taxes.  Buyer shall be liable for and shall pay all
applicable sales, use, transfer, stamp, recording, value added or similar taxes
and assessments resulting from the consummation of the transactions
contemplated hereby, and Buyer and Sellers agree to cooperate to obtain all
available exemptions from such taxes.  All ad valorem taxes, utility and other
service charges and other taxes, fees and expenses relating to the Purchased
Assets (collectively, "Taxes"), for all periods up to and including the Closing
Date shall be the obligations of Sellers and for all periods following the
Closing Date shall be the obligation of Buyer.  All Taxes relating to periods
prior to the Closing that have been assessed prior to Closing and that are not
then being diligently contested in good faith by appropriate proceedings shall
be paid by a Seller prior to the Closing.  Each Seller shall promptly pay from
time to time such Seller's prorated share of all Taxes to Buyer upon Buyer's
request accompanied by appropriate documentation that such Taxes are due and
payable.  Buyer agrees to pay such amounts on behalf of such Seller and to
indemnify such Seller with respect to any Claims (as defined in Section 12.2)
for such Taxes if a Seller shall have paid to Buyer such Seller's pro rata
share thereof, if any.  Sellers





                                       20
<PAGE>   25
and Buyer agree to cooperate with each other in order to reduce the amount of
taxes or other assessments imposed on or charged to any Seller or Buyer as a
result of the consummation of the transactions contemplated by this Agreement;
provided, that neither any Seller nor Buyer shall be obligated to take any
action that it determines in its sole discretion may subject it to additional
taxes, liabilities or expenses.

         9.8     Actions with Respect to Closing.  Each Seller will use its
Best Efforts to obtain and to cause each Seller Designee to obtain the
satisfaction of the conditions to Closing applicable to such Seller set forth
in Article VIII as soon as practicable.  Buyer will use its Best Efforts to
obtain and to cause each Buyer Designee to obtain the satisfaction of the
conditions to Closing applicable to Buyer set forth in Article VII as soon as
practicable.

         9.9     Public Statements.  Prior to making any news release or other
announcement concerning the transactions contemplated hereby, Buyer and Parent
shall consult with each other regarding the proposed contents thereof (but no
approval thereof shall be required).

         9.10    Books and Records.  Sellers shall have the right, at their own
expense, at any time or from time to time within five years after the Closing
Date during reasonable business hours upon reasonable notice to Buyer to
inspect, and make copies of or extracts from, any of the records delivered to
Buyer at the Closing that are in the possession of Buyer or its Affiliates.
None of the records in the possession of Buyer shall be destroyed prior to
December 31, 2001 or five years after generated, whichever is earlier, without
the consent of Parent, unless first reproduced by microfilm or any other
similar process.  In the event that Buyer shall wish to destroy any of such
records at any time or from time to time after the Closing Date, Buyer shall
give not less than 60 days' notice to Parent and Parent shall have the right,
at its own expense, during reasonable business hours to remove such records and
to keep possession of the same.

         9.11    Purchased Asset Loss.  Notwithstanding any other provision of
this Agreement:

         (a)     If any Purchased Asset shall become an actual or constructive
total loss (as determined by Parent's insurance underwriter) prior to the
Closing Date: (i) Buyer shall not be required to purchase such Purchased Asset,
(ii) the Purchase Price shall be reduced by the amount allocated to such
Purchased Asset pursuant to Schedule 3.4, (iii) the term "Purchased Assets"
shall be deemed not to include such Purchased Asset and (iv) the other
provisions of this Agreement shall continue to be in effect and the Closing
shall take place in the manner contemplated herein.

         (b)     Without limiting any Seller's obligations under Section 9.4,
if a Purchased Asset sustains damage not amounting to an actual or constructive
total loss prior to the Closing Date, either (i) the Seller shall repair or
cause to be repaired the damage to the Purchased Asset at such Seller's own
expense or (ii) in the case of damage to a Purchased





                                       21
<PAGE>   26
Asset in respect of which insurance proceeds are available, Buyer, at its
option, may require such Seller to assign to Buyer at the Closing the rights
such Seller has to receive insurance proceeds in respect of such loss or damage
and pay to Buyer the amount by which any such insurance proceeds otherwise
payable to Buyer are reduced by any deductible or deductibles under the terms
of the relevant policy or policies (offset by any amounts paid through the
Closing Date by Seller for such repair), and, in the case of either (i) or (ii)
above, Buyer shall remain obligated to purchase the Purchased Assets on the
Closing Date and the Purchase Price shall not be reduced.  If, pursuant to this
subsection (b), Buyer is to conduct or cause to be conducted repairs to a
damaged Purchased Asset subsequent to Closing, then Parent and Buyer shall
agree on a plan for the manner of conduct and the scope of such repairs, and no
Seller shall be obligated to pay costs resulting from any deviation from such
plan.

         9.12    Use of Name.  Buyer agrees that (i) it will not use the name
"Noble" or "Noble Drilling" or any derivative thereof, and (ii) it will within
five days from the Closing Date, remove from the Purchased Assets or paint over
such name and any logos, symbols or trademarks relating thereto.

         9.13    Continued Effectiveness of Representations and Warranties.
Each Seller and Buyer shall use its Best Efforts to cause the representations
and warranties made by it herein to continue to be true and correct on and as
of the Closing Date as if made on and as of the Closing Date.  Nothing
contained in this Section 9.13 shall be construed as being inconsistent with or
in derogation of Sections 12.1 or 12.5.

         9.14    Performance Bonds; Import Duties.  If a Seller has posted a
performance or other similar bond or letter of credit in connection with such
Seller's ownership or operation of the Rigs or its performance under a Drilling
Contract, Buyer and such Seller shall cooperate with each other in order (i)
for such Seller to obtain the release of any such bond and (ii) to the extent
required, for Buyer to obtain a substitute bond or letter of credit or to
assume such Seller's existing bond.  Sellers and Buyer agree to cooperate with
each other in order to reduce import duties assessed against any Seller or
Buyer as a result of the consummation of the transactions contemplated by this
Agreement, if any, including by postponing the date of transfer of legal title
to any Rig operating in a foreign country until completion of the Drilling
Contract under which such a Rig is operating on the Closing Date; provided,
that neither any Seller nor Buyer shall be obligated to take any action that it
determines in its sole discretion may subject it to additional import duties,
liabilities or expenses.  Buyer shall reimburse a Seller for all costs incurred
by such Seller as a result of such Seller's leaving a performance or similar
bond or letter of credit in place after the Closing Date in order to permit
Buyer to operate the Purchased Assets after the Closing Date.





                                       22
<PAGE>   27
         9.15    Post-Closing Collection, Payment and Administrative
Procedures.  Subsequent to Closing, (i) Buyer agrees to deliver to Parent,
within three Business Days of Buyer's receipt of same, any and all (A) monies
paid to or received by Buyer in respect of amounts due Sellers or their
Affiliates, including, but not limited to, payment of receivables, refunds,
rebates, release of performance or similar bonds or letters of credit, and (B)
inquiries, correspondence or documents received by Buyer related to such
amounts; and (ii) Sellers agree to deliver to Buyer, within three Business Days
of Sellers' receipt of same, any and all (A) monies paid to or received by
Sellers in respect of amounts due Buyer or any of Buyer's Affiliates,
including, but not limited to, payment of receivables, refunds, rebates,
release of performance or similar bonds or letters of credit, and (B)
inquiries, correspondence or documents received by Sellers related to such
amounts.

         9.16    Removal of Certain Purchased Assets.  Certain items of
Inventory are currently stored at the Triton Tool and Supply, Inc. facility
located at 11917 FM 529 in Houston, Texas, which items are noted on Schedule
2.1(c).  As soon as practicable, and in any event within 120 days following the
Closing Date, Buyer will move such items of Inventory off the premises at
Buyer's expense.  Sellers agree to cooperate with Buyer in scheduling such
removal.

                                   ARTICLE X

                                   EMPLOYEES

         10.1    Employees.

         (a)     For the purposes of this Agreement, "Employees" shall mean the
employees of Sellers or any of their Affiliates listed on Schedule 10.1(a).
Schedule 10.1(a) sets forth a list of the names, positions and salaries or
hourly rates, as applicable, of the Employees as of the date hereof.  At the
Closing, Seller shall deliver to Buyer a revised Schedule 10.1(a) updating such
information as of the Closing Date.

         (b)     Immediately following the Closing Date, Buyer shall offer
employment to all Employees at salaries or hourly rates at least equal to the
salaries or hourly rates payable to Buyer's employees in similar jobs and
locations.  Employees who are hired by Buyer or an Affiliate of Buyer will have
the same rights to retaining their jobs in a layoff and rights of recall from
layoff as exist for Buyer's other employees of like job status and service.





                                       23
<PAGE>   28
         (c)     Immediately following the Closing Date, Buyer shall provide
all Employees hired by Buyer or its Affiliates with employee benefits under
employee benefit plans which are no less favorable than the employee benefits
provided for Buyer's or its subsidiaries' employees and former employees as of
the date hereof.  Under such benefit plans, programs and arrangements, (i)
service with Sellers and any of their Affiliates shall be counted for purposes
of determining (A) any period of eligibility to participate or to vest in
benefits, including vacation rights, and (B) the amount or accrual of benefits
under such plans, programs and arrangements, and (ii) any amounts previously
expended by the Employees for purposes of satisfying deductibles under any
medical or dental plans of Sellers or any of their Affiliates for the
applicable current plan year shall be credited for purposes of satisfying any
deductibles under Buyer's or its subsidiaries' plans and any prior years of
service for preexisting condition limitations shall be credited to the
Employees upon admittance into any health benefits plan, program or arrangement
maintained by Buyer or its subsidiaries.  Employees shall be eligible for 1996
vacations based on Buyer's general policies with no waiting period (offset by
any vacations taken in 1996 prior to the Closing Date).

                                   ARTICLE XI

                                  TERMINATION

         11.1    Termination.  This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing:

         (a)     by mutual written consent of Buyer and Parent;

         (b)     by either Buyer or Parent, if there shall be any statute, rule
or regulation that makes consummation of the transactions contemplated hereby
illegal or otherwise prohibited or a Governmental Entity shall have issued an
order, decree or ruling or taken any other action permanently restraining,
enjoining or otherwise prohibiting the consummation of the transactions
contemplated hereby, and such order, decree, ruling or other action shall have
become final and nonappealable;

         (c)     by Buyer, if

                 (i)      the Closing shall not have occurred by January 31,
         1997 (provided that the right to terminate this Agreement under this
         clause (i) shall not be available to Buyer if Buyer's failure to
         fulfill any of its obligations under this Agreement or its
         misrepresentation or breach of warranty hereunder has been the sole
         cause thereof); or

                 (ii)     there has been a material breach by any Seller of any
         covenant or agreement, or a material inaccuracy of any representation
         or warranty of any Seller, contained in this Agreement which has
         rendered the satisfaction of any





                                       24
<PAGE>   29
         condition to the obligations of Buyer impossible and such breach or
         inaccuracy has not been cured by any Seller within five Business Days
         after Parent's receipt of notice thereof from Buyer, or waived by
         Buyer; or

         (d)     by Parent, if

                 (i)      the Closing shall not have occurred by January 31,
         1997 (provided that the right to terminate this Agreement under this
         clause (i) shall not be available to Parent if Sellers' failure to
         fulfill any of their obligations under this Agreement or their
         misrepresentation or breach of warranty hereunder has been the sole
         cause thereof); or

                 (ii)     there has been a material breach by Buyer of any
         covenant or agreement, or a material inaccuracy of any representation
         or warranty of Buyer, contained in this Agreement which has rendered
         the satisfaction of any condition to the obligations of Sellers
         impossible and such breach or inaccuracy has not been cured by Buyer
         within five Business Days after Buyer's receipt of notice thereof from
         any Seller, or waived by Parent.

         11.2    Effect of Termination.  In the event of the termination of
this Agreement pursuant to Section 11.1 by Buyer or Parent, written notice
thereof shall forthwith be given to the other party specifying the provision
hereof pursuant to which such termination is made, and this Agreement shall
become void and have no effect, and, other than as set forth in Section 3.2
with regard to Sellers' right to receive the Deposit as liquidated damages,
there shall be no liability hereunder on the part of Buyer or Seller or any of
their respective directors, officers, employees, stockholders or
representatives, except that the agreements contained in this Section 11.2 and
in Article XII and Sections 5.13, 6.6, 9.1 and 9.3 shall survive the
termination hereof.  Nothing contained in this Section 11.2 shall relieve any
party from liability for damages actually incurred (excluding consequential
damages) for breach of any covenant or agreement, or for the inaccuracy of any
representation or warranty, contained herein.





                                       25
<PAGE>   30
                                  ARTICLE XII

                    EXTENT AND SURVIVAL OF REPRESENTATIONS,
                      WARRANTIES, COVENANTS AND AGREEMENTS

         12.1    Scope of Representations of Sellers.  Except as and to the
extent set forth in Article V, Sellers make no other representations or
warranties, and disclaim all liability and responsibility for any
representation, warranty, statement or information made or communicated (orally
or in writing) to Buyer (including, but not limited to, any opinion,
information, projection or advice that may have been provided to Buyer by any
officer, director, employee, agent, consultant or representative of Sellers, or
any Affiliate thereof, including without limitation, Simmons & Company
International or Sellers' counsel).  WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SELLERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR
IMPLIED, AS TO (A) THE CONTENTS OF THE DESCRIPTIVE MEMORANDUM DATED AUGUST
1996, RELATING TO "THE LAND DRILLING DIVISION OF NOBLE DRILLING CORPORATION",
(B) THE MAINTENANCE, REPAIR, CONDITION, DESIGN, WORKMANSHIP, SUITABILITY,
UTILITY OR MARKETABILITY OF THE RIGS OR OTHER PURCHASED ASSETS OR ANY PORTION
THEREOF OR PROPERTY THEREON OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER
LATENT OR PATENT, OR (C) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN
MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AGENTS, CONSULTANTS OR
REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, IT BEING THE EXPRESS AGREEMENT OF BUYER AND
SELLERS THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER WILL OBTAIN
RIGHTS IN THE PURCHASED ASSETS IN THEIR PRESENT CONDITION AND STATE OF REPAIR,
"AS IS" AND "WHERE IS" AND "WITH ALL FAULTS."  Buyer acknowledges and affirms
that it will have had the opportunity to complete its own independent
investigation, analysis and evaluation of the Purchased Assets, that it has
been afforded the opportunity to inspect the Purchased Assets, that in making
its decision to enter into this Agreement and to consummate the transactions
contemplated hereby it has relied solely on its own independent investigation,
analysis and evaluation of the Purchased Assets and on the express
representations and warranties by Sellers made in Article V hereof as a basis
for entering into this Agreement, and that it has made all such reviews and
inspections of the foregoing as it has deemed necessary or appropriate.

         12.2    Indemnification by Parent.  With respect only to the
representations, warranties, covenants and agreements made herein that,
pursuant to Section 12.5, shall survive after the Closing Date, Parent agrees
to reimburse Buyer for, and indemnify and hold Buyer harmless from, any losses,
liabilities, claims, demands, damages (excluding





                                       26
<PAGE>   31
consequential damages), costs or expenses (including reasonable attorneys'
fees) of every kind, nature and description (collectively, "Claims") sustained
by Buyer arising out of or resulting from any inaccuracy in or breach of any of
the representations, warranties, covenants or agreements made by Sellers
herein; provided, however, that Parent shall have no liability pursuant to this
Section 12.2 for the first $100,000 of aggregate Claims incurred by Buyer (the
"Buyer Basket") and Parent shall be responsible only for such amounts or such
Claims as exceed the Buyer Basket; and provided further, however, that the
aggregate of all Claims for which Buyer is entitled to reimbursement hereunder
shall not exceed the Purchase Price.

         12.3    Indemnification by Buyer.  Subject to Section 12.5, Buyer
hereby agrees to reimburse Sellers for, and indemnify and hold Sellers harmless
from, any Claims sustained by Sellers arising out of or resulting from (i) any
inaccuracy in or breach of any of the representations, warranties, covenants or
agreements made by Buyer herein or (ii) except to the extent Buyer is entitled
to indemnification from Parent in respect of any Sellers' breach of the
representations and warranties of Sellers set forth in Section 5.12, damage to
the environment, environmental cleanup, remediation or compliance, or for any
other relief, arising directly or indirectly from or incident to, the use,
occupation, operation, maintenance or condition (whether latent or patent) of
any of the Purchased Assets, including without limitation, contamination of the
property or premises with Naturally Occurring Radioactive Materials (NORM),
whether or not any such Claims result from conditions, actions or inactions
present or existing on or before the Closing (collectively, "Environmental
Claims"); provided, however, that Buyer shall have no liability pursuant to
this Section 12.3 for the first $100,000 of aggregate Claims incurred by
Sellers (the "Seller Basket") and Buyer shall be responsible only for such
amounts of such Claims as exceed the Seller Basket; and provided further,
however, that the aggregate of all Claims for which Sellers are entitled to
reimbursement hereunder shall not exceed the Purchase Price.

         12.4    Indemnification Procedure.  Any party seeking information or
reimbursement for Claims hereunder (the "Indemnified Party") shall notify the
party from which such indemnification is sought (the "Indemnifying Party")
within 45 Business Days of the assertion of any Claim or discovery of any fact
(which fact has been brought to the attention of a responsible executive
officer of the Indemnified Party) upon which the Indemnified Party intends to
base a claim for indemnification or reimbursement hereunder.  The failure of
the Indemnified Party so to notify the Indemnifying Party shall relieve the
Indemnifying Party from any liability under this Agreement to the Indemnifying
Party with respect to such claim for indemnification or reimbursement.  In the
event of any claims for indemnification or reimbursement, the Indemnifying
Party, at its option, may assume (with legal counsel reasonably acceptable to
the Indemnified Party) the defense of any claim, demand, lawsuit or other
proceeding brought against the Indemnified Party, which claim, demand, lawsuit
or other proceeding may give rise to the indemnity or reimbursement obligation
of the Indemnifying Party hereunder, and may assert any defense of any party;
provided, however, that the Indemnified Party shall have





                                       27
<PAGE>   32
the right at its own expense to participate jointly with the Indemnifying Party
in the defense of any claim, demand, lawsuit or other proceeding in connection
with which the Indemnified Party claims indemnification or reimbursement
hereunder.  Notwithstanding the right of the Indemnified Party so to
participate, the Indemnifying Party shall have the sole right to settle or
otherwise dispose of such claim, demand, lawsuit or other proceeding on such
terms as the Indemnifying Party, in its sole discretion, shall deem appropriate
with respect to any issue involved in such claim, demand, lawsuit or other
proceeding as to which (i) the Indemnifying Party shall have acknowledged the
obligation to indemnify the Indemnified Party hereunder, or (ii) the
Indemnified Party shall have declined so to participate; provided, however,
that no such Claim shall be settled by the Indemnifying Party in any manner
that could reasonably be expected to have a material adverse effect on the
business of the Indemnified Party and its subsidiaries, taken as a whole,
without the prior written consent of the Indemnifying Party.

         12.5    Survival.  The representations, warranties, covenants and
agreements set forth in this Agreement and in any certificate or instrument
delivered in connection herewith shall terminate upon Closing, following which
no party may bring any action or present any claim for the inaccuracy or breach
of such representations, warranties, covenants and agreements, except that the
representations, warranties, covenants and agreements set forth in Sections
3.2, 3.4, 5.1, 5.2, 5.12, 5.13, 6.1, 6.2, 6.6, 9.1, 9.3, 9.5, 9.7, 9.9, 9.10,
9.11, 9.12, 9.14, 9.15, 9.16 and 11.2 and Articles II, VII, VIII, X and XIII
and in the General Assignment and the Deeds shall survive the Closing Date.

         12.6    Tax Benefits; Insurance Proceeds.  In determining the amount
of any Claim, for which any party is entitled to reimbursement under Article
XII of this Agreement, the gross amount thereof will be reduced by any
correlative net tax benefit or insurance proceeds realized or to be realized by
such party and such correlative insurance benefit shall be net of any insurance
premium that becomes due as a result of such claim.

         12.7    Applicability of Indemnification Obligation.  EACH OF THE
AGREEMENTS TO INDEMNIFY, DEFEND OR HOLD HARMLESS CONTAINED IN SECTION 12.2 OR
12.3 SHALL APPLY IRRESPECTIVE OF WHETHER THE SUBJECT CLAIM IS BASED IN WHOLE OR
IN PART UPON THE SOLE OR CONTRIBUTORY NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR
GROSS), BREACH OF WARRANTY, OR BREACH OR VIOLATION OF ANY DUTY IMPOSED BY ANY
LAW OR REGULATION, ON THE PART OF THE BENEFICIARY OF THE AGREEMENT, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.





                                       28
<PAGE>   33
                                  ARTICLE XIII

                                 MISCELLANEOUS

         13.1    Notices.  All notices and other communications required or
permitted to be given or made hereunder by either party hereto shall be in
writing and shall be deemed to have been duly given if delivered personally or
transmitted by first class registered or certified mail, postage prepaid,
return receipt requested, or sent by prepaid overnight delivery service, or
sent by cable, telegram, telefax or telex, to the parties at the following
addresses (or at such other addresses as shall be specified by the parties by
like notice):

                 If to Buyer:

                          Nabors Industries, Inc.
                          515 West Greens Road
                          Suite 1200
                          Houston, Texas  77067-4525
                          Attention:  Richard A. Stratton
                                      Vice Chairman
                          Telephone:  (713) 775-8033
                          Facsimile:  (713) 775-8002

                 If to Sellers:

                          Noble Drilling Corporation
                          10370 Richmond Avenue
                          Suite 400
                          Houston, Texas  77042
                          Attention:  James C. Day, Chairman, President and
                                      Chief Executive Officer
                          Telephone:  (713) 974-3131
                          Facsimile:  (713) 953-1126
                                      
                 with a copy to:

                          Thompson & Knight, P.C.
                          1700 Pacific Avenue
                          Suite 3300
                          Dallas, Texas  75201
                          Attention:  Robert D. Campbell
                          Telephone:  (214) 969-1353
                          Facsimile:  (214) 969-1751





                                       29
<PAGE>   34
         Such notices, demands and other communications shall be effective (i)
if delivered personally or sent by courier service, upon actual receipt by the
intended receipt, (ii) if mailed, upon the earlier of five days after deposit
in the mail or the date of delivery as shown by the return receipt therefor, or
(iii) if sent by telecopy or facsimile transmission, when confirmation of
receipt is received.

         13.2    Entire Agreement.  This Agreement, including the Schedules,
Exhibits, Annexes and other writings referred to herein or delivered pursuant
hereto, constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.

         13.3    Amendments and Waiver; Rights and Remedies.  This Agreement
may be amended, superseded, cancelled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by the parties or, in
the case of a waiver, by the party waiving compliance.  No delay on the part of
either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of either party
of any such right, power or privilege, or any single or partial exercise of any
such right, power or privilege, preclude any further exercise thereof or the
exercise of any other such right, power or privilege.  The rights and remedies
herein provided are cumulative and are not exclusive of any rights or remedies
that any party may otherwise have at law or in equity.  The rights and remedies
of either party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or agreement
contained in this Agreement shall in no way be limited by the fact that the
act, omission, occurrence or other state of facts upon which any claim of any
such inaccuracy or breach is based may also be the subject matter of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.

         13.4    Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas,
without regard to the principles of conflicts of laws thereof.

         13.5    Binding Effect; Assignment.

         (a)     This Agreement and all the provisions hereof shall be binding
upon and inure to the benefit of the parties and their respective successors
and permitted assigns, and all future conveyances of all or any portion of the
Real Property shall expressly recognize and perpetuate the rights and
obligations set out in this Agreement; provided, however, that neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto (by operation of law or otherwise)
without the prior written consent of the other party, except as provided in
subsection (b) below.





                                       30
<PAGE>   35
         (b)     (i)      Sellers may upon notice to Buyer cause one or more of
         Parent's wholly owned subsidiaries (direct or indirect) (a "Seller
         Designee") to purchase any or all of the Purchased Assets from a
         Seller in order to allow such Seller Designee to become a transferor
         of such Purchased Assets hereunder; provided, however, that (y) each
         Seller Designee shall be made a party to this Agreement at or prior to
         the Closing and (z) no such designation shall relieve any Seller of
         any of its duties, liabilities or obligations hereunder.

                 (ii)     Buyer may upon notice to Sellers direct that title to
         all or part of the Purchased Assets be taken in one or more of Buyer's
         wholly owned subsidiaries (direct or indirect) (a "Buyer Designee");
         provided, however, that (y) each Buyer Designee shall be made a party
         to this Agreement at or prior to the Closing and (z) no such
         designation shall relieve Buyer of any of its duties, liabilities or
         obligations hereunder.

         13.6    Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same agreement.

         13.7    References.  All references in this Agreement to Articles,
Sections and other subdivisions refer to the Articles, Sections and other
subdivisions of this Agreement unless expressly provided otherwise.  The words
"this Agreement," "herein," "hereof," "hereby," "hereunder" and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited.

         13.8    Severability of Provisions.  If any provision of this
Agreement is held to be unenforceable, this Agreement shall be considered
divisible and such provision shall be deemed inoperative to the extent it is
deemed unenforceable, and in all other respects this Agreement shall remain in
full force and effect; provided, however, that if any such provision may be
made enforceable by limitation thereof, then such provision shall be deemed to
be so limited and shall be enforceable to the maximum extent permitted by
applicable law.

         13.9    Gender.  Pronouns in masculine, feminine and neuter genders
shall be construed to include any other gender, and words in the singular form
shall be construed to include the plural and vice versa, unless the context
otherwise requires.

         13.10   Descriptive Headings.  The descriptive headings herein are
inserted for convenience of reference only, do not constitute a part of this
Agreement, and shall not affect in any manner the meaning or interpretation of
this Agreement.





                                       31
<PAGE>   36
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers hereunto duly authorized as of the date
first above written.


                                      NABORS INDUSTRIES, INC.



                                      By:                                       
                                         ---------------------------------------
                                         Eugene M. Isenberg, Chairman and
                                         Chief Executive Officer



                                      NOBLE DRILLING CORPORATION



                                      By:                                       
                                         ---------------------------------------
                                         James C. Day, Chairman, President and
                                         Chief Executive Officer



                                      NOBLE PROPERTIES, INC.



                                      By:                                       
                                         ---------------------------------------
                                         Byron L. Welliver, President



                                      NOBLE DRILLING (CANADA) LTD.



                                      By:                                       
                                         ---------------------------------------
                                         James C. Day, President





                                       32
<PAGE>   37
                        INDEX TO SCHEDULES AND EXHIBITS

<TABLE>
<CAPTION>
Schedule
Number                            Description                                   
------                    ------------------------------------------------------
<S>                       <C>
2.1(a)                    Marketed Rigs
2.1(b)                    Stacked Rigs
2.1(c)                    Inventory
2.1(d)(i)                 Leases
2.1(d)(ii)                Real Property
2.1(e)(ii)                Permits
2.1(f)(i)                 Drilling Contracts
2.1(f)(ii)                Other Contracts
2.5(b)                    Engineering Drawings, etc.
3.4                       Allocation of Purchase Price
5.6                       Seller's Defaults
5.7(a)                    Seller's Litigation
5.7(b)                    Seller's Governmental Notifications
5.8                       Seller's Governmental Approvals
5.9                       Seller's Compliance With Laws
5.14                      Seller's Decrees, etc.
5.15                      Seller's Performance Bonds; Letters of Credit
6.4                       Buyer's Governmental Approvals
10.1(a)                   Employees

Exhibit
Number
------

2.4                       Form of Agreement Regarding Nonassigned Contracts
3.1(a)                    Form of Escrow Agreement
4.2(a)                    Form of General Assignment
4.2(d)                    Form of Deed
7.3                       Form of Buyer's Officer's Certificate
7.4                       Buyer's Opinion of Counsel
8.3                       Form of Sellers' Officer's Certificate
8.4                       Sellers' Opinion of Counsel
</TABLE>





                                       33
<PAGE>   38
                                                              SCHEDULE 2.1(D)(I)


                                     LEASES


1.*      Lease Agreement dated March 1, 1992 between Jaygee Brothers and Noble
         Drilling (U.S.) Inc. relating to yard in Evanstan, Wyoming.

2.*      Lease Agreement dated February 20, 1996 between Blackhills Trucking
         and Noble Drilling (U.S.) Inc. relating to yard in Williston, North
         Dakota.

3.       Lease Amendment Agreement dated May 17, 1994 between Pensionfund
         Properties Limited and Noble Drilling (Canada) Ltd. relating to office
         in Calgary, Alberta.





---------------

*        This lease is currently held by Noble Drilling (U.S.) Inc., an
         Affiliate of Parent.  Before Closing, either this lease will be
         assigned to a Seller or Noble Drilling (U.S.) Inc. will become a party
         to the Agreement.
<PAGE>   39
                                                             SCHEDULE 2.1(D)(II)


                                 REAL PROPERTY

Breen Road facility:      14.9965 acres of land (called 15.0000 acres) being
                          part of a called 37.725 acre tract in a called 450
                          acre tract, lying in the James Clarkson Survey,
                          Abstract No. 188, Harris County, Texas, as recorded
                          in Volume 971, Page 374 of the Deed Records of Harris
                          County, Texas, said 14.9965 acres.


Shreveport yard:          Block 35, Manchester Subdivision, a subdivision in
                          Caddo Parish, Louisiana, as per plat recorded in
                          Block 150, pages 376 and 377 of the Conveyance
                          Records of Caddo Parish, Louisiana, together with all
                          of Overdyke Avenue, lying to the East of Block 35,
                          Manchester Subdivision and together with KCS Railway
                          right-of-way running across the herein-described
                          property as abandoned in the records of Caddo Parish,
                          Louisiana (also described as Northeast Corner of
                          Pullerton and McClelland).

Oklahoma City facility:   A part of the Northeast Quarter (NE/4) of Section 35,
                          Township 12 North, Range 5 West of the Indian
                          Meridian, Canadian County, Oklahoma, subject to that
                          certain Reciprocal Easement Agreement dated April 14,
                          1992 by and between Noble Drilling Corporation and C
                          K Investment Corp.

Nisku facility:           Plan 862 2163; Block (A); Containing 15.204 hectares
                          (37.57 Acres) more or less; (N.W. 19-50-24-W4);
                          Excepting thereout all mines and minerals.
<PAGE>   40
                                                                    SCHEDULE 5.6


                               SELLER'S DEFAULTS




None.
<PAGE>   41
                                                                 SCHEDULE 5.7(A)


                              SELLER'S LITIGATION




None.
<PAGE>   42
                                                                 SCHEDULE 5.7(B)


                      SELLER'S GOVERNMENTAL NOTIFICATIONS




None.
<PAGE>   43
                                                                    SCHEDULE 5.8


                        SELLER'S GOVERNMENTAL APPROVALS




None.
<PAGE>   44
                                                                    SCHEDULE 5.9


                         SELLER'S COMPLIANCE WITH LAWS




None.
<PAGE>   45
                                                                   SCHEDULE 5.14


                             SELLER'S DECREES, ETC.




None.
<PAGE>   46
                                                                   SCHEDULE 5.15


                 SELLER'S PERFORMANCE BONDS; LETTERS OF CREDIT




None.
<PAGE>   47
                                                                 SCHEDULE 5.7(B)


                      SELLER'S GOVERNMENTAL NOTIFICATIONS




None.
<PAGE>   48
                                                                    SCHEDULE 6.4


                         BUYER'S GOVERNMENTAL APPROVALS




None.