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Exhibit
Number Description of Exhibit
2.4 Amendment Agreement, dated as of March 24, 2006, to the Merger Agreement (incorporated by reference
to Exhibit 2.1 of the Joint Current Report on Form 8-K filed with the SEC on March 29, 2006).
3.1 Articles of Restatement of the Corporation, as of May 7, 2004 (incorporated by reference to Exhibit 10.1
to the Trust’s and the Corporation’s Joint Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004 (the “2004 Form 10-Q2”)).
3.2 Amended and Restated Bylaws of the Corporation, as amended and restated through April 10, 2006
(incorporated by reference to Exhibit 3.2 to the Corporation’s Current Report on Form 8-K filed with the
SEC on April 13, 2006 (the April 13 Form 8-K”).
4.1 Termination Agreement dated as of April 7, 2006 between the Corporation and the Trust (incorporated by
reference to Exhibit 4.1 of the April 13 Form 8-K).
4.2 Amended and Restated Rights Agreement, dated as of April 7, 2006, between the Corporation and
American Stock Transfer and Trust Company, as Rights Agent (which includes the form of Amended and
Restated Articles Supplementary of the Series A Junior Participating Preferred Stock as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as
Exhibit C) (incorporated by reference to Exhibit 4.2 of the April 13 Form 8-K).
4.3 Amended and Restated Indenture, dated as of November 15, 1995, as Amended and Restated as of
December 15, 1995 between ITT Corporation (formerly known as ITT Destinations, Inc.) and the First
National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.A.IV to the First Amendment
to ITT Corporation’s Registration Statement on Form S-3 filed November 13, 1996).
4.4 First Indenture Supplement, dated as of December 31, 1998, among ITT Corporation, the Corporation and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the Trust’s and the Corporation’s Joint
Current Report on Form 8-K filed January 8, 1999).
4.5 Second Indenture Supplement, dated as of April 9, 2006, among the Corporation, Sheraton Holding
Corporation and Bank of New York Trust Company, N.A., as trustee (incorporated by reference to
Exhibit 4.3 of the April 13 Form 8-K).
4.6 Indenture, dated as of May 25, 2001, by and among the Corporation, as Issuer, the guarantors named
therein and Firstar Bank, N.A., as Trustee (incorporated by reference to Exhibit 10.2 to the Corporation’s
and the Trust’s Joint Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 (the
“2001 Form 10-Q2”)).
4.7 Indenture, dated as of April 19, 2002, among the Corporation, the guarantor parties named therein and
U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Corporation’s
and Sheraton Holding Corporation’s Joint Registration Statement on Form S-4 filed on November 19,
2002 (the “2002 Forms S-4”)).
4.8 Indenture dated May 16, 2003 between the Corporation, the Trust, the Guarantor and U.S. Bank National
Association as trustee (incorporated by reference to Exhibit 4.9 to the July 8, 2003 Form S-3)
(Registration Nos. 333-106888, 333-106888-01, 333-106888-02) (the “Form S-3”).
4.9 First Indenture Supplement, dated as of January 11, 2006, between the Corporation, the Trust, the
Guarantor and U.S. Bank National Association as trustee (incorporated by reference to Exhibit 10.1 to the
Trust’s and the Corporation’s Joint Current Report on Form 8-K filed January 17, 2006).
The Registrants hereby agree to file with the Commission a copy of any instrument, including indentures,
defining the rights of long-term debt holders of the Registrants and their consolidated subsidiaries upon
the request of the Commission.
10.1 Third Amended and Restated Limited Partnership Agreement for Operating Partnership, dated January 6,
1999, among the Corporation and the limited partners of Operating Partnership (incorporated by reference
to Exhibit 10.2 to the 1998 Form 10-K).
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