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EXHIBIT 4.12
 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Amendment Lender Lenders WELLS FARGO FOOTHILL, INC. Agent PCI CHEMICALS CANADA COMPANY PIONEER AMERICAS LLC Borrower Borrowers
 RECITALS
 Agreement
   ARTICLE I
DEFINITIONS
 Definitions
 ARTICLE II
AMENDMENTS
 Amendment to Section 7.20(b) Section 7.20(b)
    EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 1




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EXHIBIT 4.12
 ARTICLE III 
CONDITIONS PRECEDENT
 Conditions
  Ratification
 Loan Document Loan
Documents
    ARTICLE IV
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
 Ratifications
 EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 2




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EXHIBIT 4.12
 Representations and Warranties
     ARTICLE V
MISCELLANEOUS
 Survival of Representations and Warranties
 Reference to Agreement
 Expenses of Agent
 EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 3




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EXHIBIT 4.12
  RELEASE
 Severability
 APPLICABLE LAW
 Successors and Assigns
 Counterparts
 Effect of Waiver
 EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 4




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EXHIBIT 4.12
  Headings
 FINAL AGREEMENT
  EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 5




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EXHIBIT 4.12
  PCI CHEMICALS CANADA COMPANYa Nova Scotia unlimited liability companyBy:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief Financial OfficerPIONEER AMERICAS LLCa Delaware limited liability companyBy:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief Financial OfficerWELLS FARGO FOOTHILL, INC.,a California corporation (f/k/a Foothill Capital Corporation),

as Agent and as a LenderBy:
Name:
Title:
    
    /s/ John Nocita

John Nocita
Senior Vice President
 EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 6




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EXHIBIT 4.12
 CONSENT AND RATIFICATION
 Guarantor Guarantors Guaranty WELLS FARGO FOOTHILL, INC. Amendment PCI CHEMICALS CANADA COMPANY PIONEER AMERICAS LLC Borrower Borrowers
 Pioneer Companies, Inc.By:
    
    /s/ Gary L. PittmanName:
Title:
    
    Gary L. Pittman
 Sr. Vice President and Chief
Financial OfficerPioneer (East), Inc.By:
    
    /s/ Gary L. PittmanName:
Title:
    
    Gary L. Pittman
 Sr. Vice President and Chief
Financial Officer
 CONSENT AND
RATIFICATION OF EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT  Page 1




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Exhibit 4.12
 Pioneer Licensing, Inc.By:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief
Financial OfficerImperial West Chemical Co.By:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief
Financial OfficerKNA California, Inc.By:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief
Financial OfficerPioneer Water Technologies, Inc.By:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief
Financial OfficerKWT, Inc.By:
Name:
Title:
    
    /s/ Gary L. Pittman

Gary L. Pittman
 Sr. Vice President and Chief
Financial Officer
 CONSENT AND
RATIFICATION OF EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 Page 2