EXHIBIT B
SENTIENT EXECUTIVE GP I, LIMITED
ON BEHALF OF THE GENERAL PARTNER OF
SENTIENT GLOBAL RESOURCES
FUND I, LP AND SENTIENT (AUST) PTY. LIMITED AS TRUSTEE OF
SENTIENT GLOBAL RESOURCES TRUST NO. 1
August 12, 2004
Xx. Xxxx Xxxx
AmerAlia, Inc.
Natural Soda, Inc.
Natural Soda Holdings, Inc.
00000 Xxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Securityholder Agreement
Dear Xxxx:
At the financial closing that occurred on March 19, 2004, we executed and
delivered a Securityholder Agreement (the "Securityholder Agreement"), by and
among AMERALIA, INC., a Utah corporation ("AmerAlia"), NATURAL SODA, INC., a
Colorado corporation (the "Subsidiary"), SENTIENT EXECUTIVE BP I, LIMITED ON
BEHALF OF THE GENERAL PARTNER OF SENTIENT GLOBAL RESOURCES FUND I, LP and
SENTIENT (AUST) PTY. LIMITED AS TRUSTEE OF SENTIENT GLOBAL RESOURCES TRUST NO. 1
(collectively the "Sentient Entities") (collectively AmerAlia, the Subsidiary
and the Sentient Entities are referred to herein as the "Securityholders"), and
NATURAL SODA HOLDINGS, INC., a Colorado corporation (the "Company"). By signing
below, please confirm that effective July 31, 2004, we have agreed to amend
Section 3.15(b)(i) of the Securityholder Agreement so that the right to exchange
commences at any time after the earlier of:
(i) the Company provides notice that it intends to prepay the Series B1
Debentures or the Series B2 Debentures, as appropriate; and
(ii) October 31, 2004.
AmerAlia, Inc.
Natural Soda, Inc.
Natural Soda Holdings, Inc.
August 12, 2004
Page 2 of 2
Thank you for your assistance and cooperation.
Very Truly Yours,
SENTIENT EXECUTIVE BP I, LIMITED
ON BEHALF OF THE GENERAL PARTNER OF
SENTIENT GLOBAL RESOURCES
FUND I, LP
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx, Director
SENTIENT (AUST) PTY. LIMITED AS TRUSTEE OF
SENTIENT GLOBAL RESOURCES TRUST NO. 1
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx, Director
By signing below, we agree to the above amendment.
AMERALIA, INC.
By: /s/ Xxxx X Xxxx
---------------------------------------
Xxxx X Xxxx, Chairman
NATURAL SODA HOLDINGS, INC.
By: /s/ Xxxx X Xxxx
---------------------------------------
Xxxx X Xxxx, Chairman
NATURAL SODA, INC.
By: /s/ Xxxx X. Xxxx
---------------------------------------
Xxxx X. Xxxx, President
