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Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
3.Exhibits.
Exhibit
Number Description of Exhibit
2.1
Agreement and Plan of Merger, dated as of October 27, 2015, among the Company, Vistana Signature Experiences, Inc., Iris Merger Sub,
Inc. and Interval Leisure Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A
(Commission File Number 001-07959) filed with the SEC on November 3, 2015 (or the November 3 Form 8-K/A)).
2.2
Separation Agreement, dated as of October 27, 2015, among the Company, Vistana Signature Experiences, Inc. and Interval Leisure
Group, Inc. (incorporated by reference to Exhibit 2.2 to the November 3 Form 8-K/A).
2.3
Agreement and Plan of Merger, dated as of November 15, 2015, among Marriott International, Inc., the Company, Solar Merger Sub 1,
Inc., Solar Merger Sub 2, Inc., Mars Merger Sub, Inc. and Mars Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 16, 2015).
3.1
Articles of Amendment and Restatement of the Company, as of May 30, 2007 (incorporated by reference to Appendix A to the
Company’s 2007 Notice of Annual Meeting and Proxy Statement (Commission File Number 001-07959) filed with the SEC on April 26,
2007).
3.2
Amended and Restated Bylaws of the Company, as amended and restated through June 30, 2013 (incorporated by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on July 1, 2013).
4.1
Termination Agreement dated as of April 7, 2006 between the Company and the Trust (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on April 13, 2006 (or the April 13
Form 8-K)).
4.2
Amended and Restated Rights Agreement, dated as of April 7, 2006, between the Company 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 (Commission File Number 333-07221)
filed November 13, 1996).
4.4
First Indenture Supplement, dated as of December 31, 1998, among ITT Corporation, the Company and The Bank of New York
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed
with the SEC on January 8, 1999).
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