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EXHIBIT 4.1




ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT




          THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter referred to as the
“Amendment”) is made and entered into as of the 7th day of June, 2007, between and among,
on the one hand, the lenders identified on the signature pages hereof (such lenders, together with
their respective successors and assigns, are referred to hereinafter each individually as a
“Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a
California corporation (f/k/a Foothill Capital Corporation), as the arranger and administrative
agent for the Lenders (“Agent”), and, on the other hand, PCI CHEMICALS CANADA COMPANY, a
Nova Scotia unlimited liability company, and PIONEER AMERICAS LLC, a Delaware limited liability
company (hereinafter each individually is referred to as a “Borrower” and collectively as
the “Borrowers”).



RECITALS




          A. Agent, the Lenders and the Borrowers have entered into that certain Loan and Security
Agreement, dated as of December 31, 2001 (as amended from time to time the “Agreement”).



          B. Agent, the Lenders and the Borrowers desire to amend the Agreement as hereinafter set
forth.



          NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:



ARTICLE I



DEFINITIONS




     Section 1.01. Definitions. Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meaning as in the Agreement, as amended hereby.



ARTICLE II



AMENDMENTS




     Section 2.01. Amendment to Definition of Maximum Revolver Amount. The definition of
“Maximum Revolver Amount” in Section 1.1 of the Agreement is amended by deleting
“$30,000,000.00” and inserting in lieu thereof “$33,000,000.00”.



     Section 2.02. Amendment to Section 2.12(a)(ii). Subsection (ii) of Section 2.12(a) of
the Agreement is hereby amended to hereafter read as follows:



          (ii) “the Letter of Credit Usage would exceed $33,000,000.00, or”




ARTICLE III



CONDITIONS PRECEDENT




     Section 3.01. Conditions. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent, unless specifically waived by Agent:



 









 






     (a) Agent shall have received the following documents, each in form and substance
satisfactory to Agent:




     (i) This Amendment, duly executed by Borrowers, together with the Consent and
Ratification (the “Ratification”) hereto, duly executed by the Guarantors;




     (ii) Officers’ Certificates dated as of the date of this Amendment, in form and
substance satisfactory to Agent, certified by the Secretary of the Borrowers and the
Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board
of Directors have met and have adopted, approved, consented to and ratified
resolutions which authorize the execution, delivery and performance by Borrowers of
this Amendment, and the Guarantors of the Ratification, and each other document,
instrument and agreement executed in connection with or relating to the Agreement,
this Amendment or the Ratification (hereinafter individually referred to as a
“Loan Document” and collectively referred to as the “Loan
Documents”);




     (b) The representations and warranties contained herein, in the Agreement, as amended
hereby, and/or in each other Loan Document shall be true and correct as of the date hereof,
as if made on the date hereof;




     (c) No Event of Default shall have occurred and be continuing and no Default shall
exist, unless such Event of Default or Default has been specifically waived in writing by
Agent;




     (d) All corporate proceedings taken in connection with the transactions contemplated by
this Amendment and all documents, instruments and other legal matters incident thereto,
shall be satisfactory to Agent; and




     (e) Borrowers shall pay to Agent a closing fee of U.S. $10,000.00, which fee shall be
due and payable in full upon execution of this Amendment.



ARTICLE IV



RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




     Section 4.01. Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and
except as expressly modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force
and effect. Borrowers and the Agent agree that the Agreement, as amended hereby, and the other
Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their
respective terms.



     Section 4.02. Representations and Warranties. Borrowers hereby represent and warrant
to Agent as follows:



 









 






     (a) the execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrowers and do not and will not conflict with or
violate any provision of any Applicable Law, the Articles of Incorporation/Organization or
Bylaws/Operating Agreement of any Borrower or any agreement, document, judgment, license,
order or permit applicable to or binding upon any of the Borrowers or their respective
Property; no consent, approval, authorization or order of and no notice to or filing with,
any court or governmental authority or third person is required in connection with the
execution, delivery or performance of this Amendment or to consummate the transactions
contemplated hereby;




     (b) the representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof as though made
on and as of the date hereof, except to the extent such representations and warranties
relate to an earlier date;




     (c) Borrowers are in full compliance with all covenants and agreements contained in the
Agreement, as amended hereby, and the other Loan Documents; and




     (d) Borrowers have not amended their respective Articles of Incorporation/Organization
or Bylaws/Operating Agreement or other organizational documents since the date of the
execution of the Agreement.



ARTICLE V



MISCELLANEOUS




     Section 5.01. Survival of Representations and Warranties. All representations and
warranties made in the Agreement or any other document or documents relating thereto,
including, without limitation, any Loan Document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents,
and no investigation by Agent or any closing shall affect the representations and warranties or the
right of Agent to rely upon them.



     Section 5.02. Reference to Agreement. Each of the Loan Documents, including the
Agreement and any and all other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Agreement, as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall mean
a reference to the Agreement, as amended hereby.



     Section 5.03. Expenses of Agent. As provided in the Agreement, each Borrower agrees
to pay on demand all reasonable costs and expenses incurred by Agent in connection with the
preparation, negotiation and execution of this Amendment and the other Loan Documents executed
pursuant hereto and any and all amendments, modifications, and supplements hereto, including,
without limitation, the reasonable costs and fees of Agent’s legal counsel, and all reasonable
costs and expenses incurred by Agent in connection with the enforcement or preservation of any
rights under the Agreement, as amended hereby, or any other Loan Document, including, without
limitation, the reasonable costs and fees of Agent’s legal counsel.



 









 





     Section 5.04. RELEASE. EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO
SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR THE LENDERS. EACH
BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND THE
LENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR
UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL,
AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE AGENT AND THE LENDERS, THEIR
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY
SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING
FROM ANY OF THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AMENDMENT.



     Section 5.05. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable.



     Section 5.06. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
PURSUANT HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.



     Section 5.07. Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of Agent, the Lenders and the Borrowers and their respective successors and assigns,
except the Borrowers may not assign or transfer any of their rights or obligations hereunder
without the prior written consent of Agent.



     Section 5.08. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.



     Section 5.09. Effect of Waiver. No consent or waiver, express or implied, by Agent to
or for any breach of or deviation from any covenant or condition of the Agreement shall be deemed a
consent or waiver to or of any other breach of the same or any other covenant, condition or duty.



 









 





     Section 5.10. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.



     Section 5.11. FINAL AGREEMENT. THE AGREEMENT, AS AMENDED HEREBY AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[The Remainder of this Page Intentionally Left Blank]




 









 








     IN WITNESS WHEREOF, the Borrowers, Agent and the Lenders have caused this Amendment to be
executed on the date first written above by their duly authorized officers.



	 	 	 	 	 
	 	PCI CHEMICALS CANADA COMPANY

a Nova Scotia unlimited liability company

 	 
	 	By:  	/s/  Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PIONEER AMERICAS LLC

a Delaware limited liability company

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	WELLS FARGO FOOTHILL, INC.,

a California corporation (f/k/a Foothill Capital Corporation),

as Agent and as a Lender

 	 
	 	By:  	/s/ John Nocita
 	 
	 	Name:  	John Nocita 	 
	 	Title:  	Senior Vice President 	 
	 




 









 








CONSENT AND RATIFICATION





     The undersigned, Pioneer Companies, Inc., Pioneer (East), Inc., Pioneer Licensing, Inc.,
Imperial West Chemical Co., KNA California, Inc., Pioneer Water Technologies, Inc., and KWT, Inc.
(each a “Guarantor” and collectively the “Guarantors”) have executed that certain
continuing general guaranty dated as of December 31, 2001 (the “Guaranty”), in favor of
WELLS FARGO FOOTHILL, INC., a California corporation (f/k/a Foothill Capital Corporation), as the
arranger and administrative agent for the Lenders (as defined in the Guaranty). The Guarantors
hereby consent and agree to the terms of the Eleventh Amendment to Loan and Security Agreement
dated as of June 7, 2007 (the “Amendment”), executed by PCI CHEMICALS CANADA COMPANY, a
Nova Scotia unlimited liability company, and PIONEER AMERICAS LLC, a Delaware limited liability
company (hereinafter each individually is referred to as a “Borrower” and collectively as
the “Borrowers”), the Lenders and Agent, a copy of which is attached hereto, amending that
certain Loan and Security Agreement dated as of December 31, 2001, as amended from time (such
agreement as previously amended and as further amended by the Amendment is called the
“Agreement”), and the undersigned agree that the Guaranty shall remain in full force and
effect and shall continue to be the legal, valid and binding obligation of the Guarantors,
enforceable against the Guarantors in accordance with its terms. Furthermore, each Guarantor
hereby agrees and acknowledges that (a) the Guaranty is a “Loan Document” as such term is defined
in the Amendment and as such term is defined in the Agreement, (b) the Guaranty is not subject to
any claims, defenses or offsets, (c) nothing contained in this Amendment or any other Loan Document
shall adversely affect any right or remedy of Agent under the Guaranty, (d) the execution and
delivery of the Amendment shall in no way reduce, impair or discharge any obligations of the
undersigned as guarantors pursuant to the Guaranty and shall not constitute a waiver by Agent of
any of Agent’s rights against the undersigned, (e) by virtue hereof and by virtue of the Guaranty,
each Guarantor hereby guarantees to Agent the prompt and full payment and full and faithful
performance by the Borrowers of the entirety of the Obligations (as defined in the Agreement) on
the terms and conditions set forth in the Agreement and any time further modified or amended, (f)
the Guarantors’ consent is not required to the effectiveness of the Amendment, and (g) no consent
by the Guarantors is required for the effectiveness of any future amendment, modification,
forbearance or other action with respect to the Agreement or any present or future Loan Document.



	 	 	 	 	 
	 	PIONEER COMPANIES, INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	PIONEER (EAST), INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PIONEER LICENSING, INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	IMPERIAL WEST CHEMICAL CO.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	KNA CALIFORNIA, INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	PIONEER WATER TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	KWT, INC.

 	 
	 	By:  	/s/ Gary L. Pittman
 	 
	 	Name:  	Gary L. Pittman 	 
	 	Title:  	Senior Vice President and Chief Financial Officer