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 withtheir respective successors and assigns, are referred to hereinafter each individually as a“Lender” and collectively as the “Lenders”), **WELLS FARGO FOOTHILL, INC.**, aCalifornia corporation (f/k/a Foothill Capital Corporation), as the arranger and administrativeagent for the Lenders (“Agent”), and, on the other hand, **PCI CHEMICALS CANADA COMPANY**, aNova Scotia unlimited liability company, and **PIONEER AMERICAS LLC**, a Delaware limited liabilitycompany (hereinafter each individually is referred to as a “Borrower” and collectively asthe “Borrowers”).**RECITALS**          A. Agent, the Lenders and the Borrowers have entered into that certain Loan and SecurityAgreement, 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 setforth.          NOW, THEREFORE, in consideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intendingto be legally bound, hereby agree as follows:**ARTICLE I****DEFINITIONS**     Section 1.01. Definitions. Capitalized terms used in this Amendment, to the extentnot 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) ofthe 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 thesatisfaction of the following conditions precedent, unless specifically waived by Agent:
 

 
     (a) Agent shall have received the following documents, each in form and substancesatisfactory to Agent:     (i) This Amendment, duly executed by Borrowers, together with the Consent andRatification (the “Ratification”) hereto, duly executed by the Guarantors;     (ii) Officers’ Certificates dated as of the date of this Amendment, in form andsubstance satisfactory to Agent, certified by the Secretary of the Borrowers and theGuarantors certifying among other things, that the Borrowers’ and Guarantors’ Boardof Directors have met and have adopted, approved, consented to and ratifiedresolutions which authorize the execution, delivery and performance by Borrowers ofthis 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 “LoanDocuments”);     (b) The representations and warranties contained herein, in the Agreement, as amendedhereby, 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 shallexist, unless such Event of Default or Default has been specifically waived in writing byAgent;     (d) All corporate proceedings taken in connection with the transactions contemplated bythis 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 bedue 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 Amendmentshall modify and supersede all inconsistent terms and provisions set forth in the Agreement andexcept as expressly modified and superseded by this Amendment, the terms and provisions of theAgreement and the other Loan Documents are ratified and confirmed and shall continue in full forceand effect. Borrowers and the Agent agree that the Agreement, as amended hereby, and the otherLoan Documents shall continue to be legal, valid, binding and enforceable in accordance with theirrespective terms.     Section 4.02. Representations and Warranties. Borrowers hereby represent and warrantto Agent as follows:
 

 
     (a) the execution, delivery and performance of this Amendment and any and all otherLoan Documents executed and/or delivered in connection herewith have been authorized by allrequisite corporate action on the part of Borrowers and do not and will not conflict with orviolate any provision of any Applicable Law, the Articles of Incorporation/Organization orBylaws/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 respectiveProperty; 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 theexecution, delivery or performance of this Amendment or to consummate the transactionscontemplated 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 madeon and as of the date hereof, except to the extent such representations and warrantiesrelate to an earlier date;     (c) Borrowers are in full compliance with all covenants and agreements contained in theAgreement, as amended hereby, and the other Loan Documents; and     (d) Borrowers have not amended their respective Articles of Incorporation/Organizationor Bylaws/Operating Agreement or other organizational documents since the date of theexecution of the Agreement.**ARTICLE V****MISCELLANEOUS**     Section 5.01. Survival of Representations and Warranties. All representations andwarranties made in the Agreement or any other document or documents relating thereto,including,without limitation, any Loan Document furnished in connection with thisAmendment, 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 theright of Agent to rely upon them.     Section 5.02. Reference to Agreement. Each of the Loan Documents, including theAgreement and any and all other agreements, documents or instruments now or hereafter executed anddelivered pursuant to the terms hereof or pursuant to the terms of the Agreement, as amendedhereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall meana reference to the Agreement, as amended hereby.     Section 5.03. Expenses of Agent. As provided in the Agreement, each Borrower agreesto pay on demand all reasonable costs and expenses incurred by Agent in connection with thepreparation, negotiation and execution of this Amendment and the other Loan Documents executedpursuant 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 reasonablecosts and expenses incurred by Agent in connection with the enforcement or preservation of anyrights under the Agreement, as amended hereby, or any other Loan Document, including, withoutlimitation, 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 BEASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TOSEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR THE LENDERS. EACHBORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND THELENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN ORUNKNOWN, 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 ISEXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE AGENT AND THE LENDERS, THEIRPREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANYSUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISINGFROM 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, THEEXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATIONFOR AND EXECUTION OF THIS AMENDMENT.     Section 5.05. Severability. Any provision of this Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainderof this Amendment and the effect thereof shall be confined to the provision so held to be invalidor unenforceable.     Section 5.06. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTEDPURSUANT HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFTEXAS.     Section 5.07. Successors and Assigns. This Amendment is binding upon and shall inureto 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 hereunderwithout the prior written consent of Agent.     Section 5.08. Counterparts. This Amendment may be executed in one or morecounterparts, each of which when so executed shall be deemed to be an original, but all of whichwhen taken together shall constitute one and the same instrument.     Section 5.09. Effect of Waiver. No consent or waiver, express or implied, by Agent toor for any breach of or deviation from any covenant or condition of the Agreement shall be deemed aconsent 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 thisAmendment 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 LOANDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREOFAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OFTHE 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 beexecuted on the date first written above by their duly authorized officers.      **PCI CHEMICALS CANADA COMPANY**