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EXHIBIT 2.2
AGREEMENT
THIS AGREEMENT (this "Agreement") made as of December 13, 1996, by and
among NOBLE DRILLING CORPORATION, a Delaware corporation ("Parent"), NOBLE
PROPERTIES, INC., an Oklahoma corporation ("Noble-Properties"), NOBLE DRILLING
(CANADA) LTD., an Alberta corporation ("Noble-Canada"), NOBLE DRILLING (U.S.)
INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Noble
(U.S.)"), and NOBLE DRILLING LAND LIMITED, a Texas limited partnership in which
Noble (U.S.) is the sole general partner ("Noble Land"), and XXXXXX INDUSTRIES,
INC., a Delaware corporation ("Buyer"), XXXXXX DRILLING USA, INC., a Delaware
corporation and a wholly owned subsidiary of Buyer ("Nabors USA"), and XXXXXX
DRILLING LIMITED, a Canadian corporation and a wholly owned subsidiary of Buyer
("Nabors Canada");
W I T N E S S E T H:
WHEREAS, capitalized terms that are used herein but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement; and
WHEREAS, Sellers and Buyer are parties to that certain Asset Purchase
Agreement dated as of November 15, 1996 (the "Purchase Agreement"); and
WHEREAS, in accordance with Section 13.5(b)(i) of the Purchase
Agreement, Sellers desire to designate Noble (U.S.) and Noble Land (the "Seller
Designees") for the purpose of conveying title to certain of the Purchased
Assets to Buyer and/or any Buyer Designees; and
WHEREAS, in accordance with Section 13.5(b)(ii) of the Purchase
Agreement, Buyer desires to designate Nabors USA and Nabors Canada (the "Buyer
Designees") for the purpose of acquiring title to certain of the Purchased
Assets from Sellers and the Seller Designees; and
WHEREAS, the Seller Designees desire to execute and deliver this
Agreement in order to be made a party to the Purchase Agreement for the purpose
of conveying to Buyer and/or the Buyer Designees certain of the Purchased
Assets, and the Buyer Designees desire to execute and deliver this Agreement in
order to be made a party to the Purchase Agreement for the purpose of acquiring
all or a part of the Purchased Assets;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Purchase Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Seller Designees hereby enter into this Agreement and
agree to be bound by the Purchase Agreement, and Buyer and the Buyer Designees
acknowledge and agree that the Seller Designees may convey any of the Purchased
Assets to Buyer and/or the Buyer Designees, as contemplated by Section
13.5(b)(i) of the Purchase Agreement. This Agreement shall not relieve any of
the Sellers of their duties, liabilities or obligations under the Purchase
Agreement.
2. The Buyer Designees hereby enter into this Agreement and agree
to be bound by the Purchase Agreement, and Sellers and the Seller Designees
hereby acknowledge and agree that the Buyer Designees may acquire any or all of
the Purchased Assets, as contemplated by Section
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13.5(b)(ii) of the Purchase Agreement. This Agreement shall not relieve Buyer
of any of its duties, liabilities or obligations under the Purchase Agreement.
3. 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.
4. This Agreement may be executed 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their respective officers hereunto duly authorized as of the date first above
written.
NOBLE DRILLING CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President-Finance
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NOBLE PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: President
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NOBLE DRILLING (CANADA) LTD.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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NOBLE DRILLING (U.S.) INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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NOBLE DRILLING LAND LIMITED
By Noble Drilling (U.S.) Inc.,
General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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XXXXXX INDUSTRIES, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice Chairman
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XXXXXX DRILLING USA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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XXXXXX DRILLING LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Director
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