ex10_54.htm


    
      

    

    EXHIBIT
10.54

    


    AMENDMENT

    TO
THE

    RESTRUCTURING
AGREEMENT

    


    This Amendment to the Restructuring
Agreement (the “Amendment”) is made and entered into this 31st day of
October, 2008 and is by and among by and among AMERALIA, INC., a Utah
corporation (“AmerAlia”), NATURAL SODA HOLDINGS, INC., a
Colorado corporation (“Holdings”), NATURAL SODA, INC., a Colorado
corporation (“Soda”), BILL H.
GUNN (“Gunn”), ROBERT
VAN MOURIK (“van Mourik”), SENTIENT USA  RESOURCES
FUND, L.P., a Delaware limited partnership (“Sentient I”), SENTIENT USA RESOURCES FUND II,
L.P., a Delaware limited partnership (“Sentient II”) and SENTIENT GLOBAL RESOURCES FUND III,
L.P., a Cayman Islands limited partnership (“Sentient III”).

    


    Background
Statement

    


    The parties executed and delivered a
Restructuring Agreement effective as of September 25, 2008 (the “Restructuring
Agreement”) related to a restructuring of the indebtedness owed by Holdings and
AmerAlia, the issuance of additional equity in Holdings and AmerAlia, and the
other matters described therein. All capitalized terms not defined herein shall
have the same meanings ascribed to them in the Restructuring Agreement. The
parties hereto have agreed to modify the Restructuring Agreement as provided
herein.

    


    Agreement

    


    For and in consideration of the
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Restructuring Agreement as follows:

    


    1.            Section 3(a) of the
Restructuring Agreement is amended and restated in its entirety to read as
follows:

    


    a.            Purchase of AmerAlia Common
Stock.  At the Closing, Sentient I shall purchase 15,277,778
shares of AmerAlia Common Stock at a purchase price of $ 0.36 per share for a
total purchase price of $5,500,000. At the Second Closing (as defined in Section
5 below), Sentient I shall purchase 12,149,628 shares of AmerAlia Common Stock
at a purchase price of $ 0.36 per share for a
total purchase price of $4,373,866. The proceeds from the subscription amounts
paid at the Closing shall be used in the following priority: (i) to pay the
obligations described in Section 9.a.i that are not converted into AmerAlia
Common Stock, (ii) to pay any amounts that must be paid as a condition of
Closing, and (iii) as working capital reserve for AmerAlia.  The
proceeds from the subscription amounts paid at the Second Closing shall be used
in the following priority: (x) as working capital reserve for AmerAlia of
$1,000,000, (y) as a reserve to be used to solely fund AmerAlia's share of the
previously discussed and agreed upon anticipated capital calls of Holdings
(AmerAlia’s share of which is $2,880,000), and (z) as additional working capital
for AmerAlia (including the payment of any remaining obligations under Section
9a).  Any deviation from these priorities will require the prior
written consent of Sentient, which may be withheld by it in its sole
discretion. Upon delivery of the purchase price to AmerAlia such shares
shall be issued to Sentient I and shall be fully paid and non-assessable. In
addition, at any time, and from time to time, during the thirty-six (36) months
following Closing, Sentient I shall have the right to purchase up to a total of
5,500,000 additional shares of
AmerAlia Common Stock (the “Additional Shares”) at a price of $.36 per share.
Until the Second Closing, upon no less than thirty (30) days’ prior written
notice to Sentient I, AmerAlia will have the right to force Sentient I to
purchase up to 1,895,708 shares (for a total purchase price of $682,455) of the
Additional Shares solely for the purpose of providing additional working capital
for AmerAlia. Except as provided in the preceding sentence, AmerAlia will not
have the right to force Sentient I to purchase all or any part of the Additional
Shares.  Sentient I’s right to purchase the Additional Shares is only to be
exercised to resolve obligations of AmerAlia that exist at Closing and are not
discharged as of Closing, and then only if the holders of such unpaid
obligations pursue or, by written demand from counsel or a collector, threaten
to pursue claims against AmerAlia (or its affiliates). Prior to exercising this
option Sentient I will provide AmerAlia with ten days' prior written notice
of its intent to exercise this right to purchase stock, if AmerAlia doesn't
either pay off the obligation or enter into some other arrangement with the
creditor protecting AmerAlia from claims from that creditor for at least 24
months. If exercised, the proceeds from the purchase are to be used solely to
pay the obligation to the creditor named in the notice (or the holder of the
obligation referenced).

    

      
        
           


        

        
          Page 1 of
4

          
            

          

        

        
           


        

      

    

     

    2.            Section 5 of the
Restructuring Agreement is amended and restated in its entirety to read as
follows:

    


    5.            Closing. The Closing will
occur on October 31, 2008, at the offices of Holland & Hart, LLP, 8390 E.
Crescent Parkway, Suite 400, Greenwood Village, CO 80111, or at such other time
and place as the parties may agree (the “Closing”). At the Closing, the steps
described in Sections 3 and 4 of the Restructuring Agreement will occur. All
transactions occurring at the Closing will be deemed to have taken place
simultaneously as part of a single transaction and no transaction will be deemed
to have been completed and no document, certificate, or instrument deemed to
have been delivered until all transactions have been completed and all
documents, instruments, and certificates have been delivered.  The
transfers that take place at Closing will be deemed to be effective as of the
opening of business on the date of Closing. A second closing (the “Second
Closing”) will occur on or before December 5, 2008, or at such other time and at
such place as the parties may agree. At the Second Closing, the payment of money
and issuance of shares described in Section 3(a) as occurring at the Second
Closing shall occur. All transactions occurring at the Second Closing will be
deemed to have taken place simultaneously as part of a single transaction and no
transaction will be deemed to have been completed and no document, certificate,
or instrument deemed to have been delivered until all transactions have been
completed and all documents, instruments, and certificates have been
delivered.  The transfers that take place at Second Closing will be
deemed to be effective as of the opening of business on the date of the Second
Closing.

    


    3.            The initial sentence of
Section 6 of the Restructuring Agreement is amended and restated in its entirety
to read as follows:

    


    6.            Conditions. The obligations of
Sentient I to close the transactions contemplated by this Agreement at the
Closing shall be subject to the conditions precedent set forth in Sections 6.a.
through 6.o., any one or more of which may be waived by Sentient I in its
unfettered discretion. The obligations of Sentient I to close the transactions
contemplated by this Agreement at the Second Closing shall be subject to the
satisfaction of the conditions precedent set forth in subsections 6.d., 6.e.,
and 6.p any one or more of which may be waived by Sentient I in its unfettered
discretion.



    
      
         


      

      
        Page 2 of
4

        
          

        

      

      
         


      

    


    4.            Section 6.p. of the
Restructuring Agreement is amended and restated in its entirety to read as
follows:

    


    p.            EE Kinder
Obligations.  Obligations to EE Kinder Co. that have accrued
prior to the Second Closing shall have been satisfied by payment, conversion
into AmerAlia Common Stock, or a combination of payment and
conversion.

    


    5.            At the Second Closing,
AmerAlia, van Mourik and Gunn shall deliver to the Sentient Entities a
certificate concerning the matters described in Section 9.g. of the
Restructuring Agreement dated as of the Second Closing.

    


    6.            Sentient I agrees that it
will not cause or permit Holdings to make the previously discussed and
agreed-upon capital call at any time prior to the Second Closing without the
prior written approval of AmerAlia. The provisions of this Section shall
terminate if the Second Closing does not occur as a result of any breach of the
Agreement by AmerAlia or any failure of AmerAlia to satisfy any condition
precedent to Sentient I’s duty to close.

    


    7.            Either Sentient I or
AmerAlia shall have the right (but not the obligation) to terminate the
obligation to proceed with the Second Closing if the Second Closing has not
occurred ninety (90) days from the date scheduled (the “Second Closing Outside
Date”); provided that, such termination right shall not be available to any
party whose breach of a representation, warranty, covenant or agreement, or
failure to satisfy a condition precedent under this Agreement caused the failure
of the Closing to occur by the Second Closing Outside Date.  The
Second Closing Outside Date may be extended only by the written agreement of
Sentient I and AmerAlia. Any termination of the obligation to proceed with the
Second Closing under this Section shall not affect the release described in
Section 10.a, of the Restructuring Agreement, or any of the transactions
occurring at or as a result of the original Closing, nor shall it affect any
rights or remedies resulting from the breach of any agreement contained
herein.

    


    8.            Except as herein expressly
modified or amended, all the terms and conditions of the Restructuring Agreement
are hereby ratified, affirmed, and approved.  This Amendment shall be
binding upon and inure to the benefit of each of the parties to the
Restructuring Agreement and their respective successors and assigns, whether
voluntary by act of the parties or involuntary by operation of law. This
Amendment may be executed in several counterparts, each of which may be deemed
an original, and all of such counterparts together shall constitute one and the
same Amendment.

    

      
        
           


        

        
          Page 3 of
4

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date set forth in the introductory paragraph.

     

    
      


      
        
          
            	
                    AMERALIA,
      INC

                  	 
      	
                    NATURAL
      SODA HOLDINGS, INC.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Bill H. Gunn

                  	 
      	
                    By:

                  	
                    /s/
      Bill H. Gunn

                  
	
                    Name:

                  	
                    Bill
      H. Gunn

                  	 
      	
                    Name:

                  	
                    Bill
      H. Gunn

                  
	
                    Title:

                  	
                    President

                  	 
      	
                    Title:

                  	
                    President

                  
	 
      	 
      	 
      	 
      	 
      
	
                    NATURAL
      SODA, INC.

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Bill H. Gunn

                  	 
      	 
      	 
      
	
                    Name:

                  	
                    Bill
      H. Gunn

                  	 
      	 
      	 
      
	
                    Title:

                  	
                    President

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    VAN
      MOURIK

                  	 
      	 
      	
                    GUNN

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    /s/
      Robert van Mourik

                  	 
      	 
      	
                    /s/
      Bill H. Gunn

                  
	 
      	
                    Robert
      van Mourik, individually

                  	 
      	 
      	
                    Bill
      H. Gunn, individually

                  
	 
      	 
      	 
      	 
      	 
      
	
                    SENTIENT
      USA  RESOURCES FUND, L.P.

                  	 
      	
                    SENTIENT
      USA  RESOURCES FUND II, L.P.

                  
	
                    By:

                  	
                    Sentient
      Executive MLP 1, Limited,

                  	 
      	
                    By:

                  	
                    Sentient
      Executive MLP 1, Limited,

                  
	 
      	
                    General
      Partner

                  	 
      	 
      	
                    General
      Partner

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Gregory Link

                  	 
      	
                    By:

                  	
                    /s/
      Gregory Link

                  
	
                    Name:

                  	
                    Gregory
      Link

                  	 
      	
                    Name:

                  	
                    Gregory
      Link

                  
	
                    Title:

                  	Director	 
      	
                    Title:

                  	Director
	 
      	 
      	 
      	 
      	 
      
	
                    SENTIENT
      GLOBAL RESOURCES FUND III, LP

                  	 
      	 
      	 
      
	
                    By:

                  	
                    Sentient
      GP III, L.P., General Partner

                  	 
      	 
      	 
      
	 
      	
                    By:
      Sentient Executive GP III,

                  	 
      	 
      	 
      
	 
      	
                    Limited,
      General Partner

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Gregory Link

                  	 
      	 
      	 
      
	
                    Name:

                  	
                    Gregory
      Link

                  	 
      	 
      	 
      
	
                    Title:

                  	Director	 
      	 
      	 
      


          

        

      

       

       

      Page 4 of 4