NINTH EXTENSION AGREEMENT
This EXTENSION AGREEMENT ("Extension") is made and entered into on the
16th day of December, 2003, to be effective as of November 30, 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. The Parties entered into a Eighth Extension Agreement on or about
September 30, 2003, extending the Maturity Date of the Note from October 31,
2003 to November 30, 2003; and
J. Not all of the conditions precedent have occurred or have been
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 December 31, 2003, provided that the parties agree to
automatically extend the Maturity Date of the Note to January
30, 2004, if the Financial Closing (as defined in the Closing
Agreement, dated February 20, 2003, by and between the
parties) has not occurred prior to December 31, 2003.
2. Default Interest. If an Event of Default occurs under the
Note, the parties have agreed that the Maker shall pay the
Holders default interest at the rate of thirty percent (30%)
per annum, compounded annually. Such
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interest shall accrue commencing February 20, 2003 (the Issue
Date) and continuing through the date of payment of all
principal and interest on the Note.
3. Interest Limitation. Interest payable under the Note and other
amounts which would be considered to be interest or other
charge for the use or loan of money shall never exceed the
highest rate allowed by law. If the interest or other charges
collected or to be collected in connection with the loan
evidenced hereby exceed the permitted limits, then: (i) any
such interest or loan charge shall be reduced by the amount
necessary to reduce the amount charged to the permitted limit,
and (ii) any sums already collected from Maker which exceed
the permitted limits will be refunded or used to reduce other
amounts payable to the Holders.
4. 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 Ninth Extension
Agreement to be effective as of November 30, 2003.
NATURAL SODA HOLDINGS, INC. AMERALIA, INC.
By: /s/ Bill H Gunn By: /s/ Bill H Gunn
-------------------------- -----------------------
Bill H. Gunn, Chairman Bill H. Gunn, President
THE SENTIENT GROUP ON BEHALF OF SENTIENT GLOBAL RESOURCES FUND I, L.P. AND
SENTIENT GLOBAL RESOURCES TRUST NO. 1
By: /s/ Mark Jackson
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Mark Jackson, Director
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