Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of August 16,
1999 (this "First Amendment"), between Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation ("Parent"), Fire Acquisition Corp., a Florida
corporation ("Sub"), and Vistana, Inc., a Florida corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company have entered into that
certain Agreement and Plan of Merger, dated as of July 18, 1999 (the
"Agreement"), providing for the merger of the Company into Sub; and
WHEREAS, Parent, Sub and the Company desire to amend the
Agreement in certain respects in accordance with Section 7.3 thereof.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements set forth herein, the parties hereto agree as follows:
1. Section 1.5(c) of the Agreement is hereby amended by
deleting the word "thousandth" in each place it appears and replacing it with
the word "ten thousandth" in each place it appears.
2. Except as expressly set forth herein, this First Amendment
shall not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
3. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original and such
counterparts together shall constitute one instrument.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused
this First Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By: /S/ XXXXXX X. XXXXXX, XX.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Executive Vice President, General
Counsel and Treasurer
FIRE ACQUISITION CORP.
By: /S/ XXXXXX X. XXXXXX, XX.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title:
VISTANA, INC.
By: /S/ XXXXXXX X. XXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Co-Chief Executive Officer
