EXHIBIT 1
EIGHTH EXTENSION AGREEMENT
This EXTENSION AGREEMENT ("Extension") is made and entered into as of
October 31, 2003 and is by and among, AMERALIA, INC., a Utah corporation
("AmerAlia"), NATURAL SODA HOLDINGS, INC. formerly known as Natural Soda, Inc. a
Colorado corporation that is wholly-owned by AmerAlia ("NSHoldings"), SENTIENT
GLOBAL RESOURCES FUND I, L.P. ("SENTIENT FUND") and SENTIENT GLOBAL RESOURCES
TRUST NO. 1 ("SENTIENT TRUST") (each being a "Party").
RECITALS:
A. The Parties entered into a Closing Agreement dated as of February
20, 2003 (the "Closing Agreement") and pursuant to that agreement, NSHoldings
executed and delivered a promissory note (the "Note") in the amount of
$24,000,000, due March 24, 2003, payable to Sentient Fund and Sentient Trust
(collectively, the "Sentient Entities").
B. The Parties entered into an Extension Agreement on or about March
24, 2003 extending the Maturity Date of the Note from March 24, 2003 to April
17, 2003; and
C. The Parties entered into a Second Extension Agreement on or about
April 22, 2003, extending the Maturity Date of the Note from April 17, 2003 to
May 31, 2003; and
D. The Parties entered into a Third Extension Agreement on or about May
31, 2003, extending the Maturity Date of the Note from May 31, 2003 to June 30,
2003; and
E. The Parties entered into a Fourth Extension Agreement on or about
June 30, 2003, extending the Maturity Date of the Note from June 30, 2003 to
July 31, 2003; and
F. The Parties entered into a Fifth Extension Agreement on or about
July 31, 2003, extending the Maturity Date of the Note from July 31, 2003 to
August 31, 2003; and
G. The Parties entered into a Sixth Extension Agreement on or about
August 31, 2003, extending the Maturity Date of the Note from August 31, 2003 to
September 30, 2003; and
H. The Parties entered into a Seventh Extension Agreement on or about
September 30, 2003, extending the Maturity Date of the Note from September 30,
2003 to October 31, 2003; and
I. Not all of the conditions precedent have occurred or waived and the
Parties wish to extend the Maturity Date of the Note.
EIGHTH EXTENSION AGREEMENT PAGE 1 OF 2
NOW, THEREFORE, intending to be legally bound and for good and adequate
consideration, the receipt and sufficiency of which AmerAlia, NSHoldings, and
each of the Sentient Entities acknowledge, the parties hereto agree as follows:
1. Note Maturity Date. The Maturity Date of the Note is changed to
November 30, 2003.
2. No Other Changes. To the extent that this Extension conflicts with,
modifies or supplements the Closing Agreement, the provisions contained in this
Extension shall prevail and control, but in all other respects, said Closing
Agreement is ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Eighth Extension
Agreement to be effective as of October 31, 2003.
NATURAL SODA HOLDINGS, INC. AMERALIA, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
------------------------ ------------------------------
Xxxx X. Xxxx, Chairman Xxxx X. Xxxx, President
THE SENTIENT GROUP
ON BEHALF OF SENTIENT GLOBAL RESOURCES FUND I, L.P.
AND SENTIENT GLOBAL RESOURCES TRUST NO. 1
By: /s/ Xxxx X. Xxxxxxx
------------------------
Xxxx Xxxxxxx, Director
EIGHTH EXTENSION AGREEMENT PAGE 2 OF 2
