EXHIBIT 2.1
Amendment to Definitive Agreement
This Amendment is to restate and clarify the terms and conditions
of the Definitive Agreement first executed on August 9, 2002 and
approved by TransAmerican Holdings, Inc. as of August 15, 2002
(hereafter referred to as the "Agreement") by and between
TransAmerican and Xx. Xxxxx Xxxxxx Al Turky and Xx. Xxxx Al
Houssary, owners of a tourist project located in Sahel Xxxx,
Kesrwas (hereafter referred to as "the Tourist Project").
TransAmerican Holdings, Inc. (hereafter referred to as
"TransAmerican") a Nevada Corporation is a US public company
whose shares are traded on the OTC BB. Its head office is located
at 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000, Xxxxxx Xxxxxx of America.
Xx. Xxxxx Kaseem Al Turky whose office is located at L'Xxxx
Xxxxxx Str. Nay Xx Xxxxxx, Jedda, Kingdom of Saudi Arabia and Xx.
Xxxx Al Houssary, residing at Corniche Al Manara, near Lahoya
Suite, Beirut, Lebanon (hereafter referred to collectively as the
"Principals").
Whereas, TransAmerican and the Principals executed the Definitive
Agreement which set forth the terms and conditions of the
acquisition of the Tourist Project. This is the acquisition of
an asset, and shall not be considered as an acquisition of any
part of any corporate entity of either of the Principals. During
the closing process both TransAmerican and the Principals have
mutually agreed to amend the terms of the transaction.
Pursuant to the Second section of the Agreement; the Principals
are no longer bound to acquire any or all of the shares of
TransAmerican. Additionally, TransAmerican will now own eighty
percent (80%) of the Tourist Project for the total sum of Two
Million Two Hundred Thousand US Dollars (US $2,200,000). This
sum will be paid as follows One Hundred Thousand US Dollars (US
$100,000) as a down payment to buy eighty percent (80%) of the
Tourist Project and the balance of Two Million One Hundred
Thousand US Dollars (US $2,100,000) within three months of the
date of signing the purchase deed and the Principals abide by
their contractual obligations as previously stated in the
Definitive Agreement.
For ninety (90) days from the date of signing the purchase deed,
The Principals will have the right to re-acquire up to twenty
nine percent (29%) of the Tourist Project. The incremental price
to the Principals for re-acquiring ownership in the Project will
be set at Twenty Seven Thousand Five Hundred US Dollars (US
$27,500) per one percent (1%) of ownership.
Pursuant, to the Third section of the Agreement; after each party
executes its obligations as agreed, the ownership shares of the
Tourist Project shall be distributed as follows:
TransAmerican Holdings, Inc. 80%
Xx. Xxxxx Xxxxxx Al Turky and Xx. Xxxx Al Houssary 20%
Until such time the Principals re-acquire additional ownership
interest.
All the other terms and conditions of the Definitive Agreement
shall remain unchanged and all parties hereby agree to said
terms.
TransAmerican Holdings, Inc. Principals
---------------------------- --------------------------
_____________________ _____________________
By: Xxxxx Xxxxxxxx Xx. Xxxxx X. Al Turky
Chairman of the Board
_____________________
Xx. Xxxx Al Houssary
Executed this _____ October, 2002
At __________________, Lebanon
