EXHIBIT 1
THIRD EXTENSION AGREEMENT
This EXTENSION AGREEMENT ("Extension") is made and entered into as of May
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. Not all of the conditions precedent have occurred or waived and the
Parties wish to extend the Maturity Date of the Note.
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 June 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 Third Extension
Agreement to be effective as of May 31, 2003.
NATURAL SODA HOLDINGS, INC. AMERALIA, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
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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 Xxxxxxx
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(Signature)
Xxxx Xxxxxxx, Director
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(Print Name and Title)
