kiiexhibit.htm


    

      
        	 
      	                                                                                                         
      Exhibit 10.1
	 
      	
                Execution
      Copy

              
	 
      
	
                DATED
      26 May 2008

              
	
                KRONOS
      TITAN GMBH

                KRONOS
      EUROPE S.A./N.V.

                KRONOS
      TITAN AS

                KRONOS
      NORGE AS

                TITANIA
      AS

                AND

                KRONOS
      DENMARK APS

                AS
      BORROWERS

                KRONOS
      TITAN GMBH

                KRONOS
      EUROPE S.A./N.V.

                KRONOS
      NORGE AS

                 AND

                KRONOS
      DENMARK APS

                AS
      GUARANTORS

                WITH

                DEUTSCHE
      BANK LUXEMBOURG S.A.

                ACTING
      AS AGENT

                 

              
	 
      	
                THIRD
      AMENDMENT AGREEMENT

                RELATING
      TO A

                FACILITY
      AGREEMENT

                DATED
      25 JUNE 2002

                (as
      amended by an amendment agreement

                dated
      3 September 2004 and by an amendment agreement dated 14 June
      2005)

              	 
      


      

      


       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      CONTENTS

       

      CLAUSE                                                                                                             PAGE

       

      


       

      
        	
                1.

              	
                Definitions and
      Interpretation

              	
                 

              


      

       

      
        	
                2.

              	
                Amendment

              	
                 

              


      

       

      
        	
                3.

              	
                Representations

              	
                 

              


      

       

      
        	
                4.

              	
                Continuity and further
      Assurance

              	
                 

              


      

       

      
        	
                5.

              	
                Fees, Costs and
      Expenses 

              	
                 

              


      

       

      
        	
                6.

              	
                Transfer and
      Assignment

              	
                 

              


      

       

      
        	
                7.

              	
                Miscellaneous

              	
                 

              


      

       

      
        	
                8.

              	
                Conclusion of this
      Agreement (Vertragsschluss)

              	
                 

              


      

       

      
        	
                 
      

              	
                SCHEDULE 1 Conditions
      Precedent

              


      

       

      
        	
                 
      

              	
                SCHEDULE 2 Amended
      Facility Agreement

              


      

       

      
        	
                 
      

              	
                SCHEDULE 3 Transfer of
      Available
Commitments/Participations

              


      

       

      


       

      


       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      THIS THIRD AMENDMENT AGREEMENT
is dated 26 May 2008 (the "Agreement") and is made
between:

       

      
        	
                (1)

              	
                Kronos Titan GmbH
      (formerly known as Kronos Titan GmbH & Co. oHG), a limited liability
      company (Gesellschaft
      mit beschränkter Haftung) organised under the laws of the Federal
      Republic of Germany, having its business address at Peschstrasse 5, 51373
      Leverkusen, Federal Republic of Germany, which is registered in the
      commercial register (Handelsregister) of the
      local court (Amtsgericht) of Köln
      under HRB 52058 (the "German
      Borrower");

              


      

       

      
        	
                (2)

              	
                Kronos Europe S.A./N.V.,
      a Belgian company with its registered office at Langerbruggekaai 10, 9000
      Ghent, Belgium, registered nationally under RPR 0449.103.862 (the "Belgian
      Borrower");

              


      

       

      
        	
                (3)

              	
                Kronos Titan AS, a
      Norwegian company with registered office at Titangt. 1, 1630 Gamle
      Fredrikstad, Norway, registered under no. 948 616 491 (the "Norwegian Borrower
      1");

              


      

       

      
        	
                (4)

              	
                Titania AS, a Norwegian
      company with registered office at 4380 Hauge i Dalane, Norway, registered
      under no. 916 769 318 (the "Norwegian Borrower
      2");

              


      

       

      
        	
                (5)

              	
                Kronos Norge AS, a
      Norwegian company with registered office at Titangt. 1, 1630 Gamle
      Fredrikstad, Norway, registered under no. 816 769 132 (the "Norwegian Borrower 3"
      and together with the Norwegian Borrower 1 and the Norwegian Borrower 2,
      collectively the "Norwegian
      Borrowers");

              


      

       

      
        	
                (6)

              	
                Kronos Denmark ApS, a
      Danish company with registered office at c/o Gorrissen Federspiel
      Kierkegaard, H.C. Andersens Boulevard 12, 1553 København V, Denmark, with
      registration number CVR. no. 24 24 27 81 (the "Danish
      Borrower");

              


      

       

      
        	
                (7)

              	
                Deutsche Bank AG as
      mandated lead arranger;

              


      

       

      
        	
                (8)

              	
                THE EXITING LENDERS as
      specified on the signature page;

              


      

       

      
        	
                (9)

              	
                THE CONTINUING LENDERS
      as specified on the signature page (the Exiting Lenders and the
      Continuing Lenders are herein collectively referred to as the "Lenders"); and

              


      

       

      
        	
                (10)

              	
                Deutsche Bank Luxembourg
      S.A. as agent for the Finance Parties (as defined in the Original
      Facility Agreement) (the "Agent") and as security
      agent for the Secured Parties (as defined in the Original Facility
      Agreement).

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      RECITALS:

       

      
        	
                (A)

              	
                The
      Lenders made a facility available to the German Borrower, the Belgian
      Borrower, the Norwegian Borrowers and the Danish Borrower pursuant to the
      terms and conditions under the Original Facility Agreement (as defined
      below).

              


      

       

      
        	
                (B)

              	
                The
      parties hereto have agreed to amend the Original Facility Agreement
      pursuant to the terms and conditions of this
  Agreement.

              


      

       

      IT IS AGREED as
follows:

       

      
        	
                1.

              	
                DEFINITIONS AND
      INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement:

       

      "Amended Facility Agreement"
means the Original Facility Agreement, as amended by this
Agreement.

       

      "Effective Date" means the date
on which the Agent confirms to the Lenders and the German Borrower in writing
that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a
form and substance satisfactory to the Agent.

       

      "Original Facility Agreement"
means the EUR 80,000,000 multicurrency revolving facility agreement dated
25 June 2002 (as amended by a first amendment agreement dated 3 September
2004 and by an amendment agreement dated 14 June 2005) between, inter alia, Kronos Titan GmbH
(formerly known as Kronos Titan GmbH & Co. oHG), Kronos Europe S.A./N.V. and
others as borrowers, Kronos Titan GmbH (formerly known as Kronos Titan GmbH
& Co. oHG), Kronos Europe S.A./N.V. and others as guarantors, Deutsche Bank
AG as mandated lead arranger, Deutsche Bank Luxembourg S.A. as agent and
security agent and others.

       

      
        	
                1.2

              	
                Unless
      a contrary indication appears, terms used in the Original Facility
      Agreement shall, when used in this Agreement have the same meaning as in
      the Original Facility Agreement.

              


      

       

      
        	
                1.3

              	
                Any
      reference in this Agreement to a "Clause" or a "sub-clause" shall, subject
      to any contrary indication, be construed as a reference to a clause or a
      sub-clause hereof.

              


      

       

      
        	
                2.

              	
                AMENDMENT

              


      

       

      
        	
                2.1

              	
                Amendment
      of the Original Facility Agreement

              


      

       

      As of the
Effective Date, the Original Facility Agreement shall be amended so that it
shall be read and construed for all purposes as set out in Schedule 2 (Amended Facility
Agreement).

       

      
        	
                2.2

              	
                Security
      Confirmation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      German Borrower hereby confirms that the Security Documents entered into
      by it continue in full force and effect and also shall secure its
      obligations and the obligations of any of the other Obligors under the
      Amended Facility Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Belgian Borrower hereby confirms that the Security Documents entered into
      by it continue in full force and effect and also shall secure its
      obligations and the obligations of any of the other Obligors under the
      Amended Facility Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Kronos
      Denmark ApS hereby confirms that the Security Documents entered into by it
      continue in full force and effect and also shall secure its obligations
      and the obligations of any of the other Obligors under the Amended
      Facility Agreement

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Each
      of the Norwegian Borrowers hereby confirms that the Security Documents
      entered into by it continue in full force and effect and also shall secure
      its obligations and the obligations of any of the other Norwegian
      Borrowers under the Amended Facility Agreement, in each case to the extent
      as permitted under the Norwegian Companies Act 1997 Section 8-7 and
      8-10.

              


      

       

      
        	
                3.

              	
                REPRESENTATIONS

              


      

       

      As of the
Effective Date, the Obligors make the representations set out in Clause 22
(Representations)
(other than Clause 22.10) of the Original Facility Agreement as if each
reference in those representations to "this Agreement" or "the Finance
Documents" includes a reference to (a) this Agreement and (b) the Amended
Facility Agreement.

       

      
        	
                4.

              	
                CONTINUITY AND FURTHER
      ASSURANCE

              


      

       

      
        	
                4.1

              	
                Continuing
      obligations

              


      

       

      The
provisions of the Original Facility Agreement shall, save as amended in this
Agreement, continue in full force and effect.

       

      
        	
                4.2

              	
                Further
      assurance

              


      

       

      Each of
the Obligors shall, at the request of the Agent and at its own expense, do all
such acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.

       

      
        	
                5.

              	
                FEES, COSTS AND
      EXPENSES

              


      

       

      
        	
                5.1

              	
                Transaction
      expenses

              


      

       

      Each of
the Borrowers shall within three Business Days of demand, pay the Agent the
amount of all reasonable out-of-pocket costs and expenses (including reasonable
legal fees of outside counsel) reasonably incurred by the Agent in connection
with the negotiation, preparation, printing and execution of this Agreement and
any other documents referred to in this Agreement.

       

      
        	
                5.2

              	
                Enforcement
      costs

              


      

       

      Each of
the Borrowers shall, within three Business Days of demand, pay to each Secured
Party and the Mandated Lead Arranger the amount of all reasonable out-of-pocket
costs and expenses (including legal fees) reasonably incurred by that Secured
Party or the Mandated Lead Arranger in connection with the enforcement of, or
the preservation of any rights, powers and remedies under this
Agreement.

       

      
        	
                5.3

              	
                Stamp
      taxes

              


      

       

      The
Borrowers shall pay and, within three Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of this Agreement.

       

      
        	
                6.

              	
                TRANSFER AND
      ASSIGNMENT

              


      

       

      
        	
                6.1

              	
                Each
      Lender confirms that the details in Part I, Part II and Part III of
      Schedule 3 (Transfer of
      Available Commitment/Participations) accurately summarise its
      participation in the Facility made available under the Original Facility
      Agreement.

              


      

       

      
        	
                6.2

              	
                Each
      Exiting Lender hereby assigns and transfers, with effect from 26 May 2008
      (aufschiebende
      Befristung), such part of its Available Commitment and its
      participation in outstanding Loans and/or Letters of Credit (together with
      all its rights and obligations under the Finance Documents relating
      thereto) as is set out in Part IV, Part V and Part VI of Schedule 3 (Transfer of Available
      Commitments/Participations) to such Continuing Lender as is set out
      in Part IV, Part V and Part VI of Schedule 3 (Transfer of Available
      Commitments/Participations) in accordance with paragraph (b) of
      Clause 27.5 (Procedure
      for Transfer) of the Original Facility Agreement so that each
      Continuing Lender's Available Commitment is as referred to in Part IX of
      Schedule 3 (Transfer of
      Available Commitments/Participations) and each Continuing Lender's
      participation in outstanding Letters of Credit is as referred to in Part
      VII of Schedule 3 (Transfer of Available
      Commitments/Participations) and each continuing Lender's
      participation in Loans is as referred to in Part VIII of Schedule 3 (Transfer of Available
      Commitments/Participations).

              


      

       

      
        	
                6.3

              	
                Each
      of the Continuing Lenders hereby accepts such transfer and
      assignment.

              


      

       

      
        	
                6.4

              	
                Each
      Continuing Lender confirms that it has received such information as it has
      required in connection with this transaction and that it has not relied
      and will not hereafter rely on the respective Exiting Lender to check or
      enquire on its behalf into the legality, validity, effectiveness,
      adequacy, accuracy or completeness of any such information and further
      agrees that it has not relied and will not rely on the respective Exiting
      Lender to assess or keep under review on its behalf the financial
      condition, creditworthiness, condition, affairs, status or nature of the
      Obligors.

              


      

       

      
        	
                6.5

              	
                Each
      Exiting Lender makes no representation or warranty and assumes no
      responsibility with respect to the legality, validity, effectiveness,
      adequacy or enforceability of the Finance Documents or, in any case, any
      document relating thereto and assumes no responsibility for the financial
      condition of the Obligors or for the performance and observance by the
      Obligors of any of its obligations under the Finance Documents or, in any
      case, any document relating thereto and any and all such conditions and
      warranties, whether express or implied by law or, in any case, otherwise,
      are hereby excluded.

              


      

       

      
        	
                6.6

              	
                Each
      Exiting Lender hereby gives notice that nothing herein or in the other
      Finance Documents (or, in any case, any document relating thereto) shall
      oblige such Exiting Lender to (a) accept a re-transfer from the respective
      Continuing Lender of the whole or any part of its rights, benefits and/or
      obligations under the Finance Documents transferred pursuant hereto or (b)
      support any losses directly or indirectly sustained or incurred by the
      respective Continuing Lender for any reason whatsoever including the
      non-performance by an Obligor or any other party to the Finance Documents
      (or, in any case, any document relating thereto) of its obligations under
      any such document. The respective Continuing Lender hereby acknowledges
      the absence of any such obligation as is referred to in (a) or (b)
      above.

              


      

       

      
        	
                6.7

              	
                Each
      Exiting Lender and the respective Continuing Lender hereby agree that the
      benefit of the guarantees and indemnities granted pursuant to Clause 21
      (Guarantee and
      Indemnity) of the Original Facility Agreement and the benefit of
      each of the Security Documents shall be transferred to the respective
      Continuing Lender on 26 May 2008 to the extent such guarantees and
      indemnities relate to the portion of the Outstandings assigned and
      transferred to the respective Continuing Lender pursuant
      hereto.

              


      

       

      
        	
                7.

              	
                MISCELLANEOUS

              


      

       

      
        	
                7.1

              	
                Incorporation
      of terms

              


      

       

      The
provisions of Clause 37 (Partial Invalidity), Clause
38 (Remedies and
waivers), Clause 40 (Governing Law) and Clause
41.1 (Jurisdiction of German
Courts) of the Original Facility Agreement shall be incorporated into
this Agreement as if set out in full in this Agreement and as if references in
those clauses to "this Agreement" or "the Finance Documents" are references to
this Agreement.

       

      
        	
                7.2

              	
                Designation
      as Finance Document

              


      

       

      The
German Borrower and the Agent designate this Agreement as a Finance Document by
execution of this Agreement for the purposes of the definition of Finance
Document in the Original Facility Agreement.

       

      
        	
                8.

              	
                CONCLUSION OF THIS AGREEMENT
      (VERTRAGSSCHLUSS)

              


      

       

      
        	
                8.1

              	
                The
      Parties to this Agreement may choose to conclude this Agreement by an
      exchange of signed signature page(s), transmitted by means of
      telecommunication (telekommunikative Übermittlung) by way of fax or
      attached as an electronic photocopy (pdf., tif., etc.) to electronic
      mail.

              


      

       

      
        	
                8.2

              	
                If
      the Parties to this Agreement choose to conclude this Agreement in
      accordance with sub-clause 8.1 above, they
      will transmit the signed signature page(s) of this Agreement to Mrs.
      Corinna May / Mr. Frederik Lorenzen of Clifford Chance
      Partnerschaftsgesellschaft (each a "Recipient").  The
      Agreement will be considered concluded once a Recipient has actually
      received the signed signature page(s) (Zugang der
      Unterschriftsseite(n)) from all Parties to
      this Agreement and at the time of the receipt of the last outstanding
      signature page(s).

              


      

       

      
        	
                8.3

              	
                For
      the purposes of this Clause 8 only, the
      Parties to this Agreement appoint each Recipient individually as agent of
      receipt (Empfangsvertreter) and
      expressly allow (gestatten) the
      Recipients to collect the signed signature page(s) from all and for all
      Parties to this Agreement.  For the avoidance of doubt, no
      Recipient will have any further duties connected with its position as
      Recipient.  In particular, each Recipient may assume the
      conformity to the authentic original(s) of the signature page(s)
      transmitted to it by means of telecommunication, the genuineness of all
      signatures on the original signature page(s) and the signing authority of
      the signatories.

              


      

       

      THIS AGREEMENT has been
entered into on the date stated at the beginning of this Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

       

      SCHEDULE
1

       

       

      Conditions
Precedent

       

      


       

      
        	
                1.

              	
                Obligors

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      copy of the constitutional documents of each
  Obligor.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      copy of a resolution of the board of directors of the Belgian Borrower,
      each Norwegian Borrower and the Danish
Borrower:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                approving
      the terms of, and the transactions contemplated by, this Agreement and
      resolving that it executes this
Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                authorising
      a specified person or persons to execute this Agreement on its behalf;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices to be signed and/or despatched by it under or in
      connection with this Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      copy of a resolution signed by all the holders of the issued shares in the
      German Borrower, approving the terms of, and the transactions contemplated
      by, this Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      specimen of the signature of each person authorised to sign this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                A
      certificate validly signed on behalf of the relevant Obligor confirming
      that borrowing and/or guaranteeing the Total Commitments would not cause
      any borrowing and/or guaranteeing limit binding on it to be
      exceeded.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                A
      certificate of an authorised signatory of the relevant Obligor certifying
      that each copy document relating to it specified in this Schedule 1 is
      correct, complete and in full force and effect as at a date no earlier
      than the date of this Agreement.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Copies
      of the Original Financial Statements (as defined in the Amended Facility
      Agreement) of each Obligor.

              


      

       

      
        	
                2.

              	
                Legal
      Opinions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      legal opinion of Clifford Chance Partnerschaftsgesellschaft, legal
      advisers to the Agent in Germany, substantially in the form distributed to
      the Lenders prior to signing this
Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      legal opinion of Clifford Chance, legal advisers to the Agent in Belgium,
      substantially in the form distributed to the Lenders prior to signing this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      legal opinion of Bugge, Arentz-Hansen & Rasmussen, legal advisers to
      the Agent in Norway, substantially in the form distributed to the Lenders
      prior to signing this Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      legal opinion of Gorissen Federspiel Kierkegaard, legal advisers to the
      Agent in Denmark, substantially in the form distributed to the Lenders
      prior to signing this Agreement.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                A
      legal opinion of Clifford Chance LLP, legal advisers to the Agent in the
      United States of America, substantially in the form distributed to the
      Lenders prior to signing this
Agreement.

              


      

       

      
        	
                3.

              	
                Other documents and
      evidence

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      copy of a confirmation agreement relating to the Subordination Agreement,
      duly executed by the Parent and the German
  Borrower.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      copy of the Structure Chart as of recent
date.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      copy of any other Authorisation or other document, opinion or assurance
      which the Agent considers to be necessary or desirable in connection with
      the entry into and performance of the transaction contemplated by this
      Agreement or for the validity and enforceability of this
      Agreement.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      SCHEDULE
2

       

       

      Amended
Facility Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Execution
      Copy

                 

              	 
      
	
                Schedule
      2

                 

              	 
      
	
                DATED
      25 June 2002

                as
      amended by an amendment agreement dated 3 September 2004, a second
      amendment agreement dated 14 June 2005 and a third amendment agreement
      dated

                26
      May 2008

                 

              	 
      
	
                KRONOS
      TITAN GMBH & CO. OHG

                KRONOS
      EUROPE S.A./N.V.

                KRONOS
      TITAN AS

                and

                TITANIA
      AS

                as
      Borrowers

                 

                KRONOS
      TITAN GMBH & CO. OHG

                KRONOS
      EUROPE S.A./N.V.

                and

                KRONOS
      NORGE AS

                as
      Guarantors

                 

                KRONOS
      DENMARK APS

                as
      Security Provider

                 

                DEUTSCHE
      BANK AG

                as
      Mandated Lead Arranger

                 

                DEUTSCHE
      BANK LUXEMBOURG S.A.

                as
      Agent and Security Agent

                and

                KBC
      BANK NV

                as
      Fronting Bank

                and

                Others

              	 
      
	 
      	
                EUR 80,000,000

                FACILITY
      AGREEMENT

              	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTENTS

       

      CLAUSE                                                                                                           PAGE

       

      
        	
                1.

              	
                Definitions And
      Interpretation

              	
                 

              


      

       

      
        	
                2.

              	
                The
      Facility

              	
                 

              


      

       

      
        	
                3.

              	
                Purpose

              	
                 

              


      

       

      
        	
                4.

              	
                Conditions Of
      Utilisation

              	
                 

              


      

       

      
        	
                5.

              	
                Utilisation

              	
                 

              


      

       

      
        	
                6.

              	
                Optional
      Currencies    

              	
                 

              


      

       

      
        	
                7.

              	
                Letters of
      Credit

              	
                 

              


      

       

      
        	
                8.

              	
                Repayment

              	
                 

              


      

       

      
        	
                9.

              	
                Borrower's Liabilities
      In Relation To Letters Of Credit

              	
                 

              


      

       

      
        	
                10.

              	
                Prepayment And
      Cancellation

              	
                 

              


      

       

      
        	
                11.

              	
                Interest

              	
                 

              


      

       

      
        	
                12.

              	
                Default
      Interest

              	
                 

              


      

       

      
        	
                13.

              	
                Interest Periods and
      Terms

              	
                 

              


      

       

      
        	
                14.

              	
                Changes To The
      Calculation Of Interest

              	
                 

              


      

       

      
        	
                15.

              	
                Fees

              	
                 

              


      

       

      
        	
                16.

              	
                Tax Gross Up And
      Indemnities

              	
                 

              


      

       

      
        	
                17.

              	
                Increased
      Costs

              	
                 

              


      

       

      
        	
                18.

              	
                Other
      Indemnities

              	
                 

              


      

       

      
        	
                19.

              	
                Mitigation By The
      Lenders

              	
                 

              


      

       

      
        	
                20.

              	
                Costs And
      Expenses

              	
                 

              


      

       

      
        	
                21.

              	
                Guarantee And
      Indemnity

              	
                 

              


      

       

      
        	
                22.

              	
                Representations

              	
                 

              


      

       

      
        	
                23.

              	
                Information
      Undertakings

              	
                 

              


      

       

      
        	
                24.

              	
                Financial
      Covenants

              	
                 

              


      

       

      
        	
                25.

              	
                General
      Undertakings

              	
                 

              


      

       

      
        	
                26.

              	
                Events Of
      Default

              	
                 

              


      

       

      
        	
                27.

              	
                Changes To The
      Lenders

              	
                 

              


      

       

      
        	
                28.

              	
                Changes To The
      Obligors

              	
                 

              


      

       

      
        	
                29.

              	
                Role Of The Agent, the
      Security Agent And The
      Mandated Lead Arranger

              	
                 

              


      

       

      
        	
                30.

              	
                Conduct Of Business By
      The Finance Parties

              	
                 

              


      

       

      
        	
                31.

              	
                Sharing Among The
      Finance Parties

              	
                 

              


      

       

      
        	
                32.

              	
                The Lenders and the
      Fronting Bank

              	
                 

              


      

       

      
        	
                33.

              	
                Payment
      Mechanics

              	
                 

              


      

       

      
        	
                34.

              	
                Set-Off

              	
                 

              


      

       

      
        	
                35.

              	
                Notices

              	
                 

              


      

       

      
        	
                36.

              	
                Calculations And
      Certificates

              	
                 

              


      

       

      
        	
                37.

              	
                Partial
      Invalidity

              	
                 

              


      

       

      
        	
                38.

              	
                Remedies And
      Waivers

              	
                 

              


      

       

      
        	
                39.

              	
                Amendments And
      Waivers

              	
                 

              


      

       

      
        	
                40.

              	
                Governing
      Law

              	
                 

              


      

       

      
        	
                41.

              	
                Enforcement

              	
                 

              


      

       

      
        	
                SCHEDULE
      1  The Original Lenders

              	
                 

              


      

       

      
        	
                SCHEDULE
      2  Conditions Precedent

              	
                 

              


      

       

      
        	
                SCHEDULE
      3  Utilisation Request

              	
                 

              


      

       

      
        	
                SCHEDULE
      4  Mandatory Cost Formulae

              	
                 

              


      

       

      
        	
                SCHEDULE
      5 Form of
      Transfer Certificate

              	
                 

              


      

       

      
        	
                SCHEDULE 6 Form of
      Compliance Certificate

              	
                 

              


      

       

      
        	
                SCHEDULE
      7  Existing Security

              	
                 

              


      

       

      
        	
                SCHEDULE 8 Existing
      Financial Indebtedness

              	
                 

              


      

       

      
        	
                SCHEDULE 9
      Timetables

              	
                 

              


      

       

      
        	
                SCHEDULE 10 Form of
      Combining Schedule

              	
                 

              


      

       

      
        	
                SCHEDULE 11 Form of
      Confidentiality Undertaking

              	
                 

              


      

       

      
        	
                SCHEDULE 12 Form of
      Letter of Credit

              	
                 

              


      

       

      
        	
                SCHEDULE 13 Form of
      Auditor's Report

              	
                 

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      THIS AGREEMENT is dated 25
June 2002 and made between:

       

      
        	
                (11)

              	
                KRONOS TITAN GMBH & CO. OHG
      (the "German
      Borrower"), KRONOS
      EUROPE S.A./N.V. (the "Belgian Borrower"),
      KRONOS TITAN AS
      (the "Norwegian
      Borrower 1") and TITANIA AS (the "Norwegian Borrower 2")
      as borrowers (each a "Borrower" and together
      the "Borrowers");

              


      

       

      
        	
                (12)

              	
                KRONOS TITAN GMBH & CO.
      OHG (the "German
      Guarantor"),
      KRONOS EUROPE S.A./N.V. (the "Belgian Guarantor") and
      KRONOS NORGE AS
      (the "Norwegian
      Guarantor") as guarantors (each a "Guarantor" and together
      the "Guarantors");

              


      

       

      
        	
                (13)

              	
                KRONOS DENMARK APS as
      additional security provider ("Kronos
      Denmark");

              


      

       

      
        	
                (14)

              	
                DEUTSCHE BANK AG as
      mandated lead arranger (the "Mandated Lead
      Arranger");

              


      

       

      
        	
                (15)

              	
                KBC BANK NV as fronting
      bank (the "Fronting
      Bank");

              


      

       

      
        	
                (16)

              	
                THE FINANCIAL INSTITUTIONS
      listed in Schedule 1 as lenders (the "Original Lenders");
      and

              


      

       

      
        	
                (17)

              	
                DEUTSCHE BANK LUXEMBOURG S.A.
      as agent of the other Finance Parties (the "Agent") and as Security
      Agent for the Secured Parties (the "Security
      Agent").

              


      

       

      IT IS AGREED as
follows:

       

      SECTION
1

      INTERPRETATION

       

       

      
        	
                9.

              	
                DEFINITIONS AND
      INTERPRETATION

              


      

       

      
        	
                9.1

              	
                Definitions

              


      

      In this
Agreement:

       

      "Additional Cost Rate" has the
meaning given to it in Schedule 4 (Mandatory Cost
formulae).

       

      "Affiliate" means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Company.

       

      "Agent's Spot Rate of Exchange"
means the Agent's spot rate of exchange for the purchase of the relevant
currency with the Base Currency in the European foreign exchange market at or
about 11:00 a.m. on a particular day.

       

      "Applicable GAAP"
means:

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any Obligor whose jurisdiction of incorporation is the Federal
      Republic of Germany, generally accepted accounting principles in the
      Federal Republic of Germany;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      relation to any Obligor whose jurisdiction of incorporation is Belgium,
      generally accepted accounting principles in
  Belgium;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                in
      relation to any Obligor whose jurisdiction of incorporation is Norway,
      generally accepted accounting principles in Norway;
  and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                in
      relation to Kronos Denmark, generally accepted accounting principles in
      Denmark; and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                in
      relation to the Parent, US GAAP.

              


      

       

      "Authorisation" means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.

       

      "Availability Period" means the
period from and including the date of this Agreement to and including the
Business Day falling immediately before the Termination Date.

       

      "Available Commitment" means a
Lender's Commitment minus:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Base Currency Amount of its participation in any outstanding Loans and
      Letters of Credit; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any proposed Utilisation, the Base Currency Amount of its
      participation in any Loans and Letters of Credit that are due to be made
      on or before the proposed Utilisation
Date,

              


      

       

      other
than that Lender's participation in any Loans and Letters of Credit that are due
to be repaid, prepaid or expire on or before the proposed Utilisation
Date.

       

      "Available Facility" means the
aggregate for the time being of each Lender's Available Commitment.

       

      "Base Currency" means
euros.

       

      "Base Currency Amount" means,
in relation to a Loan or a Letter of Credit, the amount specified in the
Utilisation Request delivered by a Borrower for that Loan or a Letter of Credit
(or, in the case of a Loan only, if the amount requested is not denominated in
the Base Currency, that amount converted into the Base Currency at the Agent's
Spot Rate of Exchange on the date which is three Business Days before the
Utilisation Date adjusted to reflect any repayment or prepayment of the
Loan).

       

      "Break Costs" means the amount
(if any) by which:

       

      
        	
                 
      

              	
                (a)

              	
                the
      interest which a Lender should have received for the period from the date
      of receipt of all or any part of its participation in a Loan or Unpaid Sum
      to the last day of the current Interest Period in respect of that Loan or
      Unpaid Sum, had the principal amount or Unpaid Sum received been paid on
      the last day of that Interest
Period;

              


      

       

      exceeds:

       

      
        	
                 
      

              	
                (b)

              	
                the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount or Unpaid Sum received by it on deposit with
      a leading bank in the Relevant Interbank Market for a period starting on
      the Business Day following receipt or recovery and ending on the last day
      of the current Interest Period.

              


      

       

      "Business Day"
means:

       

      
        	
                 
      

              	
                (a)

              	
                (in
      relation to any day other than a date for the payment, purchase of, or
      rate fixing relating to euro) a day, other than a Saturday or Sunday, on
      which banks are open for general business in Luxembourg, (in relation to
      the Letter of Credit) the principal financial centre of the country of the
      Facility Office of the Fronting Bank and (in relation to any date for
      payment or purchase of, or rate fixing relating to, a sum denominated in a
      currency other than euro) the principal financial centre of the country of
      that currency; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (in
      relation to any date for payment, purchase of, or rate fixing relating to
      euro) any TARGET Day.

              


      

       

      "Capital Lease" means any lease
or hire purchase contract which would, in accordance with Applicable GAAP, be
treated as a finance or capital lease.

       

      "Cash Collateral" means, in
relation to any Letter of Credit or L/C Proportion of a Letter of Credit, a
deposit in an interest-bearing account or accounts with the Fronting Bank as the
Agent (with the consent of the Fronting Bank) may specify, that deposit and
account to be secured in favour of, and on terms and conditions acceptable to,
the Agent and the Fronting Bank.

       

      "Cash Collateral Documents"
means any documents as the Agent may specify, to be entered into in relation to
the Cash Collateral.

       

      "Cash Equivalent Investments"
means:

       

      
        	
                 
      

              	
                (a)

              	
                marketable
      debt securities for which a recognised trading market exists (including
      money market funds that invest substantially all of their assets in debt
      securities accessible within 30 days) maturing within one year after the
      relevant date of calculation, denominated in euros, sterling or dollars or
      kroner ("Accepted
      Currency") issued by any member state of the European Union, Norway
      and the United States of America which are not convertible into any other
      form of security;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                marketable
      debt securities for which a recognised trading market exists (including
      money market funds that invest substantially all of their assets in debt
      securities accessible within 30 days) maturing within one year after the
      relevant date of calculation, denominated in any Accepted Currency which
      are not convertible into any other form of security, rated P-1 (Moody's
      Investor Services Inc.) or A-1 (Standard & Poors'
      Corporation);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                certificates
      of deposit and time deposits maturing within one year after the relevant
      date of calculation, denominated in any Accepted Currency issued by, and
      acceptances by, banking institutions authorised under applicable
      legislation of any member state of the European Union, the United States
      of America or Norway which at the time of making such issue or
      acceptances, have outstanding debt securities rated as provided in
      paragraph (b) above or which have minimum capital of EUR 250,000,000;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                such
      other securities (if any) as are approved in writing by the
      Agent,

              


      

       

      in each
case to which any member of the Group is beneficially entitled at that time and
which are not issued or guaranteed by any member of the Group.

       

      "Charged Property" means all
the assets of the Borrowers or Kronos Denmark which from time to time are, or
are expressed to be, the subject of the Transaction Security.

       

      "Combining Schedule" means a
schedule substantially in the form set out in part I of Schedule 10 (Form of Combining Schedule)
when delivered pursuant to Clause 31.3(i)(A) and
part II of Schedule 10 (Form
of Combining Schedule) when delivered pursuant to Clause 31.3(i)(B), in each case combining the financial
information of the Parent including each of the Obligors and its Subsidiaries
(on a legal entity basis) which is used to prepare and corresponds with the
Parent's (audited, in the case of a financial year) consolidated balance sheet
and statements of income and cash flows for the relevant financial year or
financial quarter (as the case may be), in each case prepared using US
GAAP.

       

      "Commitment"
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to an Original Lender, the amount in the Base Currency set
      opposite its name under the heading "Commitment" in Schedule 1 (The Original Lenders)
      and the amount of any other Commitment transferred to it under this
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any other Lender, the amount in the Base Currency of any
      Commitment transferred to it under this
  Agreement,

              


      

       

      to the
extent not cancelled, reduced or transferred by it under this
Agreement.

       

      "Compliance Certificate" means
a certificate substantially in the form set out in part I of Schedule 6
(Form of Compliance
Certificate).

       

      "Confidentiality Undertaking"
means a confidentiality undertaking substantially as set out in Schedule 11
(Form of Confidentiality
Undertaking) or in any other form agreed between the German Borrower and
the Agent.

       

      "Default" means an Event of
Default or any event or circumstance specified in Clause 34 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.

       

      "Environmental Claim" means any
claim, proceeding or investigation by any person in respect of any Environmental
Law.

       

      "Environmental Law" means any
applicable law in any jurisdiction in which any member of the Group conducts
business which relates to the pollution or protection of the environment or harm
to or the protection of human health or the health of animals or
plants.

       

      "Environmental Permits" means
any permit, licence, consent, approval and other authorisation and the filing of
any notification, report or assessment required under any Environmental Law for
the operation of the business of any member of the Group conducted on or from
the properties owned or used by the relevant member of the Group.

       

      "EURIBOR" means, in relation to
any Loan in euro:

       

      
        	
                 
      

              	
                (a)

              	
                the
      applicable Screen Rate; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (if
      no Screen Rate is available for the Interest Period of that Loan) the
      arithmetic mean of the rates (rounded upwards to four decimal places) as
      supplied to the Agent at its request quoted by the Reference Banks to
      leading banks in the European interbank
market,

              


      

       

      as of the
Specified Time on the Quotation Day for the offering of deposits in euro for a
period comparable to the Interest Period of the relevant Loan.

       

      "Event of Default" means any
event or circumstance specified as such in Clause 34 (Events of
Default).

       

      "Expiry Date" means, in
relation to any Letter of Credit, the date on which the maximum aggregate
liability under that Letter of Credit is to be reduced to zero provided that any such date
will end on or before the Termination Date.

       

      "Facility" means the revolving
loan and letter of credit facility made available under this Agreement as
described in Clause 10 (The Facility).

       

      "Facility Office" means the
office or offices notified by a Lender to the Agent in writing on or before the
date it becomes a Lender (or, following that date, by not less than five
Business Days' written notice) as the office or offices through which it will
perform its obligations under this Agreement.

       

      "Fee Letter" means any letter
or letters dated on or about the date of this Agreement or on or about the date
of the Third Amendment Agreement between the Mandated Lead Arranger and the
German Borrower (or the Agent and the German Borrower or the Fronting Bank and
the relevant Borrower) setting out any of the fees referred to in Clause 23 (Fees).

       

      "Finance Document" means this
Agreement, the First Amendment Agreement, the Second Amendment Agreement, the
Third Amendment Agreement, the Security Documents, the Subordination Agreement,
any Fee Letter and any other document designated as such by the Agent and the
German Borrower.

       

      "Finance Party" means the
Agent, the Mandated Lead Arranger, the Fronting Bank, the Security Agent or a
Lender.

       

      "Financial Indebtedness" means
any indebtedness for or in respect of:

       

      
        	
                 
      

              	
                (a)

              	
                moneys
      borrowed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      amount raised by acceptance under any acceptance credit
      facility;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or any similar
      instrument;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      amount of any liability in respect of any Capital
  Lease;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                receivables
      sold or discounted (other than any receivables to the extent they are sold
      on a non-recourse basis);

              


      

       

      
        	
                 
      

              	
                (f)

              	
                any
      amount under any other transaction (including any forward sale or purchase
      agreement) having the commercial effect of a borrowing as defined in
      paragraphs (a) or (c) above (which, for the avoidance of doubt, shall not
      include deferred payment obligations which are standard within the
      industry and in the ordinary course of
  business);

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      derivative transaction and the resulting net liability as determined from
      time to time, if any, entered into in connection with protection against
      or benefit from fluctuation in any rate or price (and, when calculating
      the value of any derivative transaction, only the marked to market value
      shall be taken into account);

              


      

       

      
        	
                 
      

              	
                (h)

              	
                any
      counter-indemnity obligation in respect of a guarantee, indemnity, bond,
      standby or documentary letter of credit or any other instrument issued by
      a bank or financial institution;
and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      amount of any liability in respect of any guarantee or indemnity for any
      of the items referred to in paragraphs (a) to (h)
  above.

              


      

       

      "First Amendment Agreement" means the
amendment agreement dated 3 September 2004 relating to this
Agreement.

       

      "Fronting Bank" means KBC Bank
NV.

       

      "Group" means each of the
Obligors and their Subsidiaries.

       

      "Holding Company" means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

       

      "Intellectual Property" means
all patents, trade marks, service marks, trade names, design rights, copyright
(including rights in computer software and moral rights and in published and
unpublished work), titles, rights to know-how and other intellectual property
rights, in each case whether registered or unregistered and including
applications for the grant of any of the foregoing and all rights or forms of
protection having equivalent or similar effect to any of the foregoing which may
subsist anywhere in the world.

       

      "Interest Period" means, in
relation to a Loan, each period determined in accordance with Clause 21 (Interest Periods) and, in
relation to an Unpaid Sum, each period determined in accordance with
Clause 20.1 (Default interest
periods).

       

      "Intra-group Loan" means a
borrowing of money as defined in paragraphs (a), (c) and (f) of the definition
of Financial Indebtedness from the Parent or any other member of the Kronos
Group by any member of the Group.

       

      "Kronos Group" means Kronos
Worldwide, Inc. and its Subsidiaries (other than any such Subsidiaries which
form part of the Group).

       

      "L/C Amount"
means:

       

      
        	
                 
      

              	
                (a)

              	
                each
      sum paid or due and payable by the Fronting Bank to the beneficiary of a
      Letter of Credit pursuant to the terms of that Letter of Credit;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount which falls due from the Fronting Bank under a Letter
      of Credit), claims, losses and out-of-pocket expenses which the Fronting
      Bank incurs or sustains in connection with a Letter of
    Credit,

              


      

       

      in each
case which has not been reimbursed pursuant to Clause 17 (Borrower's liabilities in relation
to Letters of Credit).

       

      "L/C Commission Rate" means a
letter of credit commission rate of 1.75 per cent. per annum.

       

      "L/C Proportion" means, in
relation to a Lender in respect of any Letter of Credit and save as otherwise
provided in this Agreement, the proportion (expressed as a percentage) borne by
that Lender's Available Commitment to the Available Facility immediately prior
to the issue of that Letter of Credit.

       

      "Legal Opinions" means the
legal opinions delivered to the Agent pursuant to Clause 12.1 (Initial conditions
precedent).

       

      "Legal Reservations"
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      principle that equitable remedies may be granted or refused at the
      discretion of a court, the limitation of enforcement by laws relating to
      insolvency, reorganisation and other laws generally affecting the rights
      of creditors; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      time bearing of claims, defences of set-off or counterclaim and similar
      principles which are set out in the Legal Opinions as qualifications as to
      matters of law.

              


      

       

      "Lender" means:

       

      
        	
                 
      

              	
                (a)

              	
                any
      Original Lender; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      bank, financial institution, trust, fund or other entity which has become
      a Party in accordance with Clause 35
      (Changes to the
      Lenders),

              


      

       

      which in
each case has not ceased to be a Party in accordance with the terms of this
Agreement.

       

      "Letter of Credit" means a
letter of credit issued or to be issued by the Fronting Bank under the Facility
substantially in the form set out in Schedule 12 (Form of Letter of Credit) or
in such other form requested by the Borrower which is acceptable to the Agent
and the Fronting Bank.

       

      "LIBOR" means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to any Loan (other than a Loan denominated or to be denominated
      in sterling), the applicable Screen Rate;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to (i) any Loan denominated in or to be denominated in sterling
      or (ii) any other Loan if no Screen Rate is available for the currency or
      Interest Period of that other Loan, the arithmetic mean of the rates
      (rounded upwards to four decimal places) as supplied to the Agent at its
      request quoted by the Reference Banks to leading banks in the London
      interbank market,

              


      

       

      as of the
Specified Time on the Quotation Day for the offering of deposits in the currency
of that Loan and for a period comparable to the Interest Period for that
Loan.

       

      "Loan" means a loan made or to
be made under the Facility or the principal amount outstanding for the time
being of that loan.

       

      "LMA" means the Loan Market
Association.

       

      "Majority Lenders"
means:

       

      
        	
                 
      

              	
                (a)

              	
                until
      the Total Commitments have been reduced to zero, a Lender or Lenders whose
      Commitments aggregate more than 51% of the Total Commitments (or, if the
      Total Commitments have been reduced to zero and there are no Loans or
      Letters of Credit then outstanding, aggregated more than 51% of the Total
      Commitments immediately prior to the reduction);
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                at
      any other time, a Lender or Lenders whose participations in the
      Outstandings aggregate more than 51% of all the
    Outstanding.

              


      

       

      "Mandatory Cost" means the
percentage rate per annum calculated by the Agent in accordance with Schedule 4
(Mandatory Cost
formulae).

       

      "Margin" means 1.75 per cent.
per annum.

       

      "Material Adverse Effect" means
a material adverse effect on the business, assets or financial condition of the
German Borrower, the Belgian Borrower or the Group taken as a
whole.

       

      "Material Contracts" means any
agreements including licence agreements entered into by any member of the Group
which is reasonably likely to be material to the business or financial condition
of any Obligor or the Group taken as a whole.

       

      "Material Subsidiary" means
Unterstützungskasse Kronos Titan GmbH and any other Subsidiary of any
Obligor:

       

      
        	
                 
      

              	
                (a)

              	
                whose
      total assets represent 5 per cent. or more of the consolidated total
      assets of the Group; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                whose
      total operating income represents 5 per cent. or more of the consolidated
      total operating income of the
Group,

              


      

       

      all as
shown (in the case of any Subsidiary) in its most recent annual or half yearly
accounts (consolidated, as the case may be, if it has Subsidiaries) and (in the
case of the Group) the most recent annual or, as the case may be, half yearly
Combining Schedules of the Group, provided that:

       

      
        	
                 
      

              	
                (iv)

              	
                if
      any Material Subsidiary sells, transfers or otherwise disposes of the
      majority of its undertaking or assets (whether by a single transaction or
      a number of related transactions) to any other member of the
      Group:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                that
      other member of the Group shall be deemed to become a Material Subsidiary
      on the date of the relevant sale, transfer or disposal;
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any
      Material Subsidiary which sells, transfers or otherwise disposes of the
      majority of its undertaking or assets (whether by a single transaction or
      a number of related transactions) shall no longer be a Material Subsidiary
      on the date of the relevant sale, transfer or
  disposal,

              


      

       

      until the
Material Subsidiaries are next determined from the annual or half yearly
accounts referred to above;

       

      
        	
                 
      

              	
                (v)

              	
                if
      any Material Subsidiary does not satisfy either of the tests set out in
      paragraphs (a) and (b) above for reasons other than those referred to
      under paragraph (i) above, then such Material Subsidiary shall cease to be
      a Material Subsidiary from the point of time that the non-satisfaction of
      such tests can be determined from the annual audited accounts or the half
      yearly unaudited accounts referred to above;
and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                if
      a Subsidiary has been acquired since the date as of which the latest
      consolidated annual or half yearly accounts of the Group were prepared,
      such accounts shall be adjusted in order to take into account the
      acquisition of such Subsidiary.

              


      

       

      "Month" means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:

       

      
        	
                 
      

              	
                (a)

              	
                if
      the numerically corresponding day is not a Business Day, that period shall
      end on the next Business Day in that calendar month in which that period
      is to end if there is one, or if there is not, on the immediately
      preceding Business Day; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      there is no numerically corresponding day in the calendar month in which
      that period is to end, that period shall end on the last Business Day in
      that calendar month.

              


      

       

      The above
exceptions will only apply to the last Month of any period.

       

      "Norwegian Borrowers" means the
Norwegian Borrower 1, the Norwegian Borrower 2 and Kronos Norge AS.

       

      "Obligor" means a Borrower or a
Guarantor.

       

      "Optional Currency" means a
currency (other than the Base Currency) which complies with the conditions set
out in Clause 12.3 (Conditions relating to Optional
Currencies).

       

      "Original Financial Statements"
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to the Norwegian Guarantor, its audited consolidated financial
      statements for the financial year ended 31 December 2007 prepared using
      Applicable GAAP;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to each Obligor, its audited unconsolidated financial statements
      for the financial year ended 31 December 2007 prepared using Applicable
      GAAP; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      relation to the Group, a Combining Schedule for the financial year ended
      31 December 2007 prepared using US
GAAP.

              


      

       

      "Outstandings" means at any
time, the aggregate of the Base Currency Amounts of the outstanding Loans and
the amount of the maximum actual and contingent liabilities of the Lenders in
respect of each outstanding Letter of Credit.

       

      "Parent" means Kronos
International, Inc., a Delaware corporation.

       

      "Participating Member State"
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.

       

      "Party" means a party to this
Agreement.

       

      "Permitted Affiliate
Transactions" means any transaction entered into between any member of
the Group and the Parent or any other member of the Kronos Group either (i) in
the ordinary course of trading or business and in accordance with past practice
or (ii) which is necessary to accommodate legal or regulatory requirements of
such member of the Group.

       

      "Permitted Financial
Indebtedness" means Financial Indebtedness, without
duplication:

       

      
        	
                 
      

              	
                (i)

              	
                arising
      under or permitted pursuant to the Finance
  Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                incurred
      with the prior written consent of the Majority Lenders and any Refinancing
      thereof;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                existing
      on the date of this Agreement and listed in Schedule 8 (Existing Financial
      Indebtedness) and any Refinancing thereof, provided that the
      Financial Indebtedness referred to in item 1 of Schedule 8 (Existing Financial
      Indebtedness) (or any Refinancing thereof) is repaid upon the first
      Utilisation Date and the Financial Indebtedness referred to in item 7 of
      Schedule 8 (Existing
      Financial Indebtedness) (or any Refinancing thereof) is repaid no
      later than 120 days from the date of this Agreement and provided further that any Refinancing of
      the Financial Indebtedness referred to in items 2 and 3 of Schedule 8
      (Existing Financial
      Indebtedness) is subject to a subordination agreement between the
      debtor, the creditor and the Security Agent on substantially the same
      terms as in the Subordination
Agreement;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                arising
      under any derivative transaction entered into by any member of the Group
      in respect of Financial Indebtedness of such members of the Group and any
      Refinancing thereof provided that such
      derivative transactions are (i) entered into to protect members of the
      Group from fluctuations in interest rates on outstanding Financial
      Indebtedness to the extent the notional principal amount of such
      derivative transactions does not, at the time of the incurrence thereof,
      exceed the principal amount of the Financial Indebtedness to which such
      derivative transaction relates and (ii) entered into in the ordinary
      course of business of such members of the Group and not for investment or
      speculative purposes;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                arising
      under any commodity agreements or currency agreements entered into by any
      member of the Group provided that (i) in the
      case of any such currency agreements which relate to Financial
      Indebtedness or trade payables of any member of the Group, such currency
      agreements do not increase the outstanding Financial Indebtedness or trade
      payables of such member of the Group (other than as a result of
      fluctuations in foreign currency exchange rates or by reason of fees,
      indemnities and compensation payable thereunder) and (ii) in the case of
      any such commodity agreements or currency agreements, such agreements are
      entered into in the ordinary course of business of such members of the
      Group and not for investment or speculative
  purposes;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                owed
      by any Obligor to any other
Obligor;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                owed
      by any member of the Group which is not an Obligor to any other member of
      the Group which is not an Obligor or to an Obligor, unless incurred in
      violation of this Agreement;

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                arising
      under any Intra-group Loans provided that the
      payment claims of the Parent or any other member of the Kronos Group in
      respect of any such Intra-group Loans have been subordinated to the claims
      of the Finance Parties pursuant to the Subordination Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                arising
      from the honouring by a Lender or other financial institution of a cheque,
      draft or similar instrument inadvertently (except in the case of daylight
      overdrafts) drawn against insufficient funds in the ordinary course of
      business, provided
      that such Financial Indebtedness is extinguished within two
      Business Days of incurrence;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                consisting
      of guarantees, indemnities or obligations in respect of customary purchase
      price adjustments in connection with the acquisition of or disposal over
      assets up to an aggregate amount of EUR 2,000,000 (or its equivalent
      in another currency or currencies);

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                incurred
      by the Norwegian Borrower 2 in the ordinary course of business to finance
      the purchase price for the acquisition of heavy earth moving equipment or
      other similar equipment related to mining by it or any Refinancing thereof
      up to an aggregate amount of EUR 10,000,000 (or its equivalent in
      another currency or currencies);

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                incurred
      by any member of the Group the principal amount of which (when aggregated
      with the principal amount of all other Financial Indebtedness incurred by
      the members of the Group other than any Financial Indebtedness permitted
      under paragraphs (a) to (k) above) does not exceed EUR 5,000,000 (or its
      equivalent in another currency or
currencies).

              


      

       

      "Permitted Loans and
Guarantees" means:

       

      
        	
                 
      

              	
                any
      guarantee or indemnity granted by any member of the Group or any
      assumption of liability in respect of any obligation of any other person
      made by any member of the Group in the ordinary course of its trading or
      business and upon terms usual for such trading or
  business;

              


      

       

      
        	
                 
      

              	
                any
      guarantee or indemnity required under any of the Finance
      Documents;

              


      

       

      
        	
                 
      

              	
                any
      loan, grant of credit, guarantee or indemnity or assumption of any
      liability in respect of any other person which is granted or made by any
      member of the Group who is not an Obligor to or for the benefit of an
      Obligor;

              


      

       

      
        	
                 
      

              	
                any
      loan, grant of credit, guarantee or indemnity or assumption of any
      liability in respect of any other person which is granted or made by any
      Obligor to or for the benefit of any other Obligor;
  and

              


      

       

      
        	
                 
      

              	
                any
      loan granted by any Obligor to any wholly-owned subsidiary being a member
      of the Group which is not an Obligor (including the sale or discounting of
      receivables by any member of the Group to the German Borrower) up to an
      aggregate amount of
EUR 5,000,000.

              


      

       

      "Quotation Day" means, in
relation to any period for which an interest rate is to be
determined:

       

      
        	
                 
      

              	
                (a)

              	
                (if
      the currency is euro) two TARGET Days before the first day of that period;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (for
      any other currency) two Business Days before the first day of that
      period,

              


      

       

      unless
market practice differs in the Relevant Interbank Market for a currency, in
which case the Quotation Day for that currency will be determined by the Agent
in accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day will be the last of those
days).

       

      "Reference Banks" means
Deutsche Bank Luxembourg S.A. and the principal offices of KBC Bank N.V. and
DnBNOR Bank ASA or such other bank or banks as may from time to time be agreed
between the German Borrower and the Agent acting on the instructions of the
Majority Lenders.

       

      "Refinance" means, in respect
of any Financial Indebtedness, to refinance in whole or in part the amount of
such Financial Indebtedness on arms' length terms and in accordance with market
standards and the terms "Refinanced" and "Refinancing" shall be construed
accordingly.

       

      "Relevant Interbank Market"
means in relation to euro, the European interbank market and, in relation to any
other currency, the London interbank market.

       

      "Relevant Jurisdiction"
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      jurisdiction of incorporation of each member of the Group;
    and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      jurisdiction where any asset subject to or intended to be subject to the
      Transaction Security is situated.

              


      

       

      "Repeating Representations"
means each of the representations set out in Clauses 30.1 (Status) to 30.6 (Governing law and
enforcement), Clause 30.9 (No default), Clause 30.13 (No proceedings pending or
threatened), Clause 30.19 (Legal and beneficial owner)
and Clause 30.20 (No winding up).

       

      "Rollover Loan" means one or
more Loans:

       

      
        	
                 
      

              	
                made
      or to be made on the same day that
a:

              


      

       

      
        	
                 
      

              	
                maturing
      Loan is due to be repaid; or

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                demand
      in respect of a Letter of Credit is due to be
  met;

              


      

       

      
        	
                 
      

              	
                (xiii)

              	
                the
      aggregate amount of which is equal to or less than the maturing Loan or
      Letter of Credit;

              


      

       

      
        	
                 
      

              	
                (xiv)

              	
                in
      the same currency as the maturing Loan (unless it arose as a result of the
      operation of Clause 14.2 (Unavailability of a
      currency)) or Letter of Credit;
and

              


      

       

      
        	
                 
      

              	
                (xv)

              	
                made
      or to be made to the same Borrower for the purpose
  of:

              


      

       

      
        	
                 
      

              	
                refinancing
      a maturing Loan; or

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                satisfying
      any demand made by the Fronting Bank through the Agent pursuant to a
      drawing under a Letter of Credit.

              


      

       

      "Screen Rate"
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to any amount to be advanced or owing in euro, the percentage
      rate per annum determined by the Banking Federation of the European Union
      for the relevant period; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      all other respects, the British Bankers Association Interest Settlement
      Rate for the relevant currency and
period,

              


      

       

      displayed
on the appropriate page of the Reuters screen.  If the agreed page is
replaced or service ceases to be available, the Agent may specify another page
or service displaying the appropriate rate in the Agent's reasonable discretion
with the approval of the German Borrower (which approval shall not be
unreasonably withheld or delayed) and after consultation with the
Lenders.

       

      "Second Amendment Agreement" means the
amendment agreement dated 14 June 2005 relating to this Agreement.

       

      "Secured Parties" means the
Security Agent, the Agent, the Fronting Bank and each Lender from time to time
party to this Agreement.

       

      "Security" means a mortgage,
charge, pledge, lien or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar
effect.

       

      "Security Document" means each
of the documents delivered to the Agent listed in Section 4 of
Schedule 2 (Conditions
Precedent) together with any other document entered into by a Borrower or
Kronos Denmark creating or expressed to create Security over all or any part of
its assets in respect of the obligations of any of the Obligors under any of the
Finance Documents.

       

      "Specified Time" means a time
determined in accordance with Schedule 9 (Timetables).

       

      "Structure Chart" means a chart
showing the Parent and its Subsidiaries and any direct shareholders of any
member of the Group and the relationship between all such entities.

       

      "Subordination Agreement" means
the subordination agreement entered into between the Security Agent, the Parent
and the German Borrower.

       

      "Subsidiary" means in relation
to any company or corporation, a company or corporation:

       

      
        	
                 
      

              	
                (a)

              	
                which
      is controlled, directly or indirectly, by the first mentioned company or
      corporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                more
      than half the issued share capital of which is beneficially owned,
      directly or indirectly by the first mentioned company or corporation;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                which
      is a Subsidiary of another Subsidiary of the first mentioned company or
      corporation,

              


      

       

      and for
this purpose, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to direct its affairs
and/or to control the composition of its board of directors or equivalent
body.

       

      "TARGET" means Trans-European
Automated Real-time Gross Settlement Express Transfer payment
system.

       

      "TARGET2" means the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19
November 2007.

       

      "TARGET Day"
means:

       

      
        	
                 
      

              	
                (a)

              	
                until
      such time as TARGET is permanently closed down and ceases operations, any
      day on which both TARGET and TARGET2 are;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                following
      such time as TARGET is permanently closed down and ceases operations, any
      day on which TARGET2 is,

              


      

       

      open for
the settlement of payments in euro.

       

      "Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).

       

      "Term" means, in relation to
any Letter of Credit, the period from its Utilisation Date until its Expiry
Date.

       

      "Termination Date" means the
date falling 36 Months after the date of the Third Amendment
Agreement.

       

      "Third Amendment Agreement" means the
amendment agreement dated [on or about 26 May] 2008 relating to this
Agreement.

       

      "Total Commitments" means the
aggregate of the Commitments, being EUR 80,000,000 at the date of this
Agreement.

       

      "Transaction Security" means
the Security created or expressed to be created in favour of the Security Agent
and/or the Secured Parties pursuant to the Security Documents or this
Agreement.

       

      "Transfer Certificate" means a
certificate substantially in one of the forms set out in Schedule 5 (Form of Transfer Certificate)
or any other form agreed between the Agent and the German Borrower.

       

      "Transfer Date" means, in
relation to a transfer, the later of:

       

      
        	
                 
      

              	
                (a)

              	
                the
      proposed Transfer Date specified in the Transfer Certificate;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      date on which the Agent executes the Transfer
  Certificate.

              


      

       

      "Unpaid Sum" means any sum due
and payable but unpaid by an Obligor under the Finance Documents.

       

      "US GAAP" means generally accepted
accounting principles in the United States of America.

       

      "Utilisation" means a
utilisation of the Facility, whether by way of Loan or Letter of
Credit.

       

      "Utilisation Date" means the
date of a Utilisation, being the date on which a Loan is to be made or the
relevant Letter of Credit is to be issued.

       

      "Utilisation Request" means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request).

       

      
        	
                9.2

              	
                Construction

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Unless
      a contrary indication appears, any reference in this Agreement
      to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      "Agent", the
      "Mandated Lead
      Arranger", the "Security Agent", any
      "Finance Party",
      any "Lender", the
      "Parent", any
      "Obligor" or any
      "Party" shall be
      construed so as to include its successors in title, permitted assigns and
      permitted transferees;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                "assets" includes present
      and future properties, revenues and rights of every
      description;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      "European interbank
      market" means the interbank market for euro operating in
      Participating Member States;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                a
      "Finance Document"
      or any other agreement or instrument is a reference to that Finance
      Document or other agreement or instrument as amended or
      novated;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                "indebtedness" includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                a
      Lender's "participation", in
      relation to a Letter of Credit, shall be construed as a reference to the
      rights and obligations of that Lender in relation to that Letter of Credit
      as are expressly set out in this
Agreement;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                a
      "person" includes
      any individual, person, firm, company, corporation, unincorporated
      organisation, government, state or agency of a state or any association,
      trust, joint venture or partnership (whether or not having separate legal
      personality) or two or more of the
foregoing;

              


      

       

      
        	
                 
      

              	
                (H)

              	
                a
      "regulation"
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or regulatory,
      self-regulatory or other authority or
  organisation;

              


      

       

      
        	
                 
      

              	
                (I)

              	
                a
      provision of law is a reference to that provision as amended or
      re-enacted; and

              


      

       

      
        	
                 
      

              	
                (J)

              	
                a
      time of day is a reference to Luxembourg
time.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Section,
      Clause and Schedule headings are for ease of reference
      only.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance Document
      has the same meaning in that Finance Document or notice as in this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                A
      Default (other than an Event of Default) is "continuing" if it has
      not been remedied or waived and an Event of Default is "continuing" if it has
      not been waived.

              


      

       

      
        	
                9.3

              	
                Currency Symbols and
      Definitions

              


      

      "$" and "dollars" denote lawful
currency of the United States of America, "£" and "sterling" denote lawful
currency of the United Kingdom, "NOK" and "kroner" denote lawful currency
of Norway and "EUR" and
"euro" means the single
currency unit of the Participating Member States.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
2

      THE
FACILITY

       

       

      
        	
                10.

              	
                THE
    FACILITY

              


      

       

      
        	
                10.1

              	
                The
    Facility

              


      

      Subject
to the terms of this Agreement, the Lenders make available to the Borrowers a
multicurrency revolving loan and letter of credit facility in an aggregate
amount equal to the Total Commitments.

       

      
        	
                10.2

              	
                Finance Parties' rights and
      obligations

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      obligations of each Finance Party under the Finance Documents are
      several.  Failure by a Finance Party to perform its obligations
      under the Finance Documents does not affect the obligations of any other
      Party under the Finance Documents.  No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising under
      the Finance Documents to a Finance Party from an Obligor shall be a
      separate and independent debt.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance
  Documents.

              


      

       

       

      
        	
                11.

              	
                PURPOSE

              


      

       

      
        	
                11.1

              	
                Purpose

              


      

      Each
Borrower shall apply all amounts borrowed by it under the Facility towards its
general corporate purposes, including its working capital requirements and
refinancing its existing indebtedness.

       

      
        	
                11.2

              	
                Monitoring

              


      

      No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

       

       

      
        	
                12.

              	
                CONDITIONS OF
      UTILISATION

              


      

       

      
        	
                12.1

              	
                Initial conditions
      precedent

              


      

      No
Borrower may deliver a Utilisation Request unless the Agent has received all of
the documents and other evidence listed in Schedule 2 (Conditions precedent) in form
and substance satisfactory to the Agent, except for the evidence referred to in
paragraph 3 (a) of Schedule 2, provided that such evidence must be received by
the Agent no later than on the Utilisation Date and prior to the first
Utilisation.  The Agent shall notify the German Borrower and the
Lenders promptly upon being so satisfied.

       

      
        	
                12.2

              	
                Further conditions
      precedent

              


      

      The
Lenders and the Fronting Bank will only be obliged to comply with Clause 13.4 (Lenders' and Fronting Bank
participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date:

       

      
        	
                 
      

              	
                (i)

              	
                no
      Default is continuing or would result from the proposed Loan or Letter of
      Credit, as the case may be; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Repeating Representations to be made by each Obligor and Kronos Denmark
      are true in all material respects.

              


      

       

      
        	
                12.3

              	
                Conditions relating to Optional
      Currencies

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      currency will constitute an Optional Currency in relation to a Loan
      if:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                it
      is readily available in the amount required and freely convertible into
      the Base Currency in the Relevant Interbank Market on the Quotation Day
      and the Utilisation Date for that Loan;
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                it
      is either (y) dollars or kroner or (z) some other currency that has been
      approved by the Agent (acting on the instructions of all the Lenders) on
      or prior to receipt by the Agent of the relevant Utilisation
      Request  for that Loan.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      the Agent has received a written request from a Borrower for a currency to
      be approved under paragraph (i)(B) above, the Agent will confirm to that Borrower
      by the Specified Time:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                whether
      or not the Lenders have granted their approval;
  and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                if
      approval has been granted, the minimum amount (and, if required, integral
      multiples) for any subsequent Utilisation in that
  currency.

              


      

       

      
        	
                12.4

              	
                Maximum number of
      Loans

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      Borrower may not deliver a Utilisation Request if as a result of the
      proposed Utilisation 8 or more Loans and/or 6 or more Letters of Credit
      would be outstanding.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      Loan made by a single Lender under Clause 14.2 (Unavailability of a
      currency) shall not be taken into account in this Clause 12.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
3

      UTILISATION

       

       

      
        	
                13.

              	
                UTILISATION

              


      

       

      
        	
                13.1

              	
                Delivery of a Utilisation
      Request

              


      

      A
Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.

       

      
        	
                13.2

              	
                Completion of a Utilisation
      Request

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      Utilisation Request is irrevocable and will not be regarded as having been
      duly completed unless:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      proposed Utilisation Date is a Business Day within the Availability
      Period;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      currency and amount of the Utilisation comply with Clause 13.3 (Currency and amount);
      and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      proposed Interest Period or Term, as the case may be, complies with
      Clause 21 (Interest Periods and
      Terms).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Only
      one Loan or Letter of Credit may be requested in each Utilisation
      Request.

              


      

       

      
        	
                13.3

              	
                Currency and
      amount

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      currency specified in a Utilisation Request must be the Base Currency or,
      in the case of Loans only, an Optional
Currency.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      amount of the proposed Loan or Letter of Credit must
  be:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                (in
      respect of a Loan) if the currency selected is the Base Currency, a
      minimum of EUR 5,000,000 or, if less, the  Available
      Facility; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                if
      the currency selected is dollars, a minimum of $ 5,000,000 or, if
      less, the Available Facility; or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                if
      the currency selected is kroner, a minimum of NOK 50,000,000, or, if
      less, the Available Facility; or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                if
      the currency selected is an Optional Currency other than dollars or
      kroner, the minimum amount (and, if required, integral multiple) specified
      by the Agent pursuant to paragraph (ii)(B) of Clause 12.3
      (Conditions relating to
      Optional Currencies) or, if less, the Available Facility provided that the
      minimum amount so specified by the Agent does not materially exceed the
      minimum amount set out in sub-paragraphs (A)
      of paragraph (ii)
  above;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                (in
      respect of a Letter of Credit) an amount which, when aggregated with the
      amount of Outstandings in respect of Letters of Credit at such time, does
      not exceed EUR 5,000,000; and

              


      

       

      
        	
                 
      

              	
                (F)

              	
                in
      any event such that its Base Currency Amount is less than or equal to the
      Available Facility.

              


      

       

      
        	
                13.4

              	
                Lenders' and Fronting Bank
      participation

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      the conditions set out in this Agreement have been met, (i) each Lender
      shall make its participation in each Loan available by the Utilisation
      Date through its Facility Office, and (ii) the Fronting Bank shall issue
      each Letter of Credit through its Facility
  Office.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      amount of each Lender's participation in each Loan and each Letter of
      Credit will be equal to the proportion borne by its Available Commitment
      to the Available Facility immediately prior to making the Loan or issuing
      the Letter of Credit.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Agent shall determine the Base Currency Amount of each Loan which is to be
      made in an Optional Currency and shall notify each Lender of the amount,
      currency and the Base Currency Amount of each Loan and the amount of its
      participation in that Loan, in each case by the Specified
      Time.

              


      

       

       

      
        	
                14.

              	
                OPTIONAL
      CURRENCIES

              


      

       

      
        	
                14.1

              	
                Selection of
      currency

              


      

      A
Borrower shall select the currency of a Loan in a Utilisation
Request.

       

      
        	
                14.2

              	
                Unavailability of a
      currency

              


      

      If before
the Specified Time on any Quotation Day:

       

      
        	
                 
      

              	
                (i)

              	
                a
      Lender notifies the Agent that the Optional Currency (other than an
      Optional Currency which is dollars or kroner) requested is not readily
      available to it in the amount required;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      Lender notifies the Agent that compliance with its obligation to
      participate in a Loan in the proposed Optional Currency would contravene a
      law or regulation applicable to it,

              


      

       

      the Agent
will give notice to the relevant Borrower to that effect by the Specified Time
on that day.  In this event, any Lender that gives notice pursuant to
this Clause 14.2 will be required to participate
in the Loan in the Base Currency (in an amount equal to that Lender's proportion
of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal
to that Lender's proportion of the Base Currency Amount of the maturing Loan
that is due to be made) and its participation will be treated as a separate Loan
denominated in the Base Currency during that Interest Period.

       

      
        	
                14.3

              	
                Participation in a
      Loan

              


      

      Each
Lender's participation in a Loan will be determined in accordance with paragraph
(ii) of Clause 13.4
(Lenders' and Fronting Bank
participation).

       

       

      
        	
                15.

              	
                LETTERS OF
      CREDIT

              


      

       

      
        	
                15.1

              	
                Completion of Letters of
      Credit

              


      

      The
Fronting Bank is authorised to issue any Letter of Credit pursuant to
Clause 13 (Utilisation) by:

       

      
        	
                 
      

              	
                (i)

              	
                completing
      the issue date and the proposed Expiry Date of that Letter of Credit;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                executing
      and delivering that Letter of Credit to the relevant recipient on the
      Utilisation Date.

              


      

       

      
        	
                15.2

              	
                Renewal of a Letter of
      Credit

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Not
      less than three Business Days before the Expiry Date of a Letter of Credit
      the Borrower may, by written notice to the Agent, request that the Term of
      that Letter of Credit be extended.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Finance Parties shall treat the request in the same way as a Utilisation
      Request for a Letter of Credit in the amount and maturity of the Letter of
      Credit (as to be extended).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      terms of each renewed Letter of Credit shall be the same as those of the
      relevant Letter of Credit immediately prior to its renewal, save that its
      Term shall commence on the date which was the Expiry Date of that Letter
      of Credit immediately prior to its renewal and shall end on the proposed
      Expiry Date specified in the
request.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      Fronting Bank is authorised to amend any Letter of Credit pursuant to a
      request if the conditions set out in this Agreement have been complied
      with.

              


      

       

      
        	
                15.3

              	
                Restrictions on participation
      in Letters of Credit

              


      

      If at any
time prior to the issue of a Letter of Credit any Lender is prohibited by law or
pursuant to any request from or requirement of any central bank or other fiscal,
monetary or other authority from having any right or obligation under this
Agreement in respect of a Letter of Credit, that Lender shall notify the Agent
on or before the Business Day prior to the proposed Utilisation Date
and:

       

      
        	
                 
      

              	
                (i)

              	
                the
      maximum actual and contingent liabilities of the Fronting Bank under that
      Letter of Credit shall be reduced by an amount equal to an amount which
      would have been the amount of that Lender's L/C Proportion of that Letter
      of Credit if the prohibition had not
occurred;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      L/C Proportion of that Lender in relation to that Letter of Credit shall
      be nil; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                that
      Lender's Available Commitment shall be reduced by an amount equal to an
      amount which would have been the amount of that Lender's L/C Proportion of
      the Letter of Credit if the prohibition had not
  occurred.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
4

      REPAYMENT,
PREPAYMENT AND CANCELLATION

       

      
        	
                16.

              	
                REPAYMENT

              


      

       

      
        	
                16.1

              	
                Repayment of
      Loans

              


      

      Each
Borrower which has drawn a Loan shall repay that Loan on the last day of its
Interest Period.

       

       

      
        	
                17.

              	
                BORROWER'S LIABILITIES IN
      RELATION TO LETTERS OF
CREDIT

              


      

       

      
        	
                17.1

              	
                Demands under Letters of
      Credit

              


      

      If a
demand is made under a Letter of Credit or the Fronting Bank incurs in
connection with a Letter of Credit any other liability, cost, claim, loss or
expense which is to be reimbursed pursuant to this Agreement, the Fronting Bank
shall promptly notify the Agent of the amount of such demand or such liability,
cost, claim, loss or expense and the Letter of Credit to which it relates and
the Agent shall promptly make demand upon the relevant Borrower in accordance
with this Agreement and notify the Lenders.

       

      
        	
                17.2

              	
                Borrowers' indemnity to
      Fronting Banks

              


      

      The
relevant Borrower shall irrevocably and unconditionally as a primary obligation
indemnify (within three Business Days of demand of the Agent) the Fronting Bank
at its request against:

       

      
        	
                 
      

              	
                (i)

              	
                any
      sum paid or due and payable by the Fronting Bank under the Letter of
      Credit; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount which falls due from the Fronting Bank under any Letter
      of Credit or in connection with any such Letter of Credit), claims, losses
      and out-of-pocket expenses which the Fronting Bank may at any time incur
      or sustain in connection with or arising out of any such Letter of
      Credit.

              


      

       

      
        	
                17.3

              	
                Borrowers' indemnity to
      Lenders

              


      

      The
relevant Borrower shall irrevocably and unconditionally as a primary obligation
indemnify (within three Business Days of demand of the Agent) each Lender
against:

       

      
        	
                 
      

              	
                (i)

              	
                any
      sum paid or due and payable by that Lender (whether under Clause 40.1 (Lenders' Indemnity) or
      otherwise) in connection with that Letter of Credit;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount which falls due from that Lender in connection with
      that Letter of Credit), claims, losses and expenses which that Lender may
      at any time incur or sustain in connection with any Letter of
      Credit.

              


      

       

      
        	
                17.4

              	
                Preservation of
      rights

              


      

      Neither
the obligations of the relevant Borrower set out in this Clause 17 nor the rights, powers and remedies conferred on the
Fronting Bank or Lender by this Agreement or by law shall be discharged,
impaired or otherwise affected by:

       

      
        	
                 
      

              	
                (i)

              	
                the
      winding-up, dissolution, administration or re-organisation of the Fronting
      Bank, any Lender or any other person or any change in its status,
      function, control or ownership;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      of the obligations of the Fronting Bank, any Lender or any other person
      under this Agreement or under any Letter of Credit or under any other
      security taken in respect of its obligations under this Agreement or
      otherwise in connection with a Letter of Credit being or becoming illegal,
      invalid, unenforceable or ineffective in any
  respect;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                time
      or other indulgence being granted or agreed to be granted to the Fronting
      Bank, any Lender or any other person in respect of its obligations under
      this Agreement or under or in connection with a Letter of Credit or under
      any other security;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      amendment to, or any variation, waiver or release of, any obligation of
      the Fronting Bank, any Lender or any other person under a Letter of Credit
      or this Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      other act, event or omission which, but for this Clause 17, might operate to discharge, impair or
      otherwise affect any of the obligations of the relevant Borrower set out
      in this Clause 17 or any of the rights,
      powers or remedies conferred upon that Fronting Bank or any Lender by this
      Agreement or by law.

              


      

       

      The
obligations of the relevant Borrower set out in this Clause 17 shall be in addition to and independent of every
other security which the Fronting Bank or any Lender may at any time hold in
respect of the Borrower's obligations under this Agreement.

       

      
        	
                17.5

              	
                Settlement
      conditional

              


      

      Any
settlement or discharge between the relevant Borrower and the Fronting Bank or a
Lender shall be conditional upon no security or payment to the Fronting Bank or
Lender by the Borrower, or any other person on behalf of the Borrower, being
avoided or reduced by virtue of any laws relating to bankruptcy, insolvency,
liquidation or similar laws of general application and, if any such security or
payment is so avoided or reduced, the Fronting Bank or Lender shall be entitled
to recover the value or amount of such security or payment from the Borrower
subsequently as if such settlement or discharge had not occurred.

       

      
        	
                17.6

              	
                Right to make payments under
      Letters of Credit

              


      

      The
Fronting Bank shall be entitled to make any payment in accordance with the terms
of the relevant Letter of Credit without any reference to or further authority
from the relevant Borrower or any other investigation or enquiry.  The
relevant Borrower irrevocably authorises the Fronting Bank to comply with any
demand under a Letter of Credit which is valid on its face.

       

       

      
        	
                18.

              	
                PREPAYMENT AND
      CANCELLATION

              


      

       

      
        	
                18.1

              	
                Illegality

              


      

      If it
becomes unlawful after the date of this Agreement in any applicable jurisdiction
for a Lender or the Fronting Bank to perform any of its obligations as
contemplated by this Agreement or to fund, issue or participate in any Loan or
Letter of Credit and without prejudice to its rights and obligations under
Clause 27 (Mitigation by the
Lenders):

       

      
        	
                 
      

              	
                (i)

              	
                that
      Lender or the Fronting Bank, as the case may be, shall promptly notify the
      Agent upon becoming aware of that
event;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                upon
      the Agent notifying the German Borrower (on behalf of the Borrowers), the
      Commitment of that Lender will be immediately cancelled;
    and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                upon
      cancellation of such Lender's Commitment, each Borrower
    shall:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                repay
      that Lender's participation in the Loans made to that Borrower;
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                ensure
      that the liabilities of that Lender or the Fronting Bank under or in
      respect of each Letter of Credit are reduced to zero or otherwise secured
      by providing Cash Collateral in an amount equal to such Lender's L/C
      Proportion of those Letters of Credit or the Fronting Bank's maximum
      actual and contingent liabilities under that Letter of Credit in the
      currency of those Letters of Credit

              


      

       

      on the
last day of the Interest Period for each Loan or Term for each Letter of Credit,
as the case may be, outstanding as at the date upon which the Agent has so
notified the German Borrower or, if earlier, the date specified by the Lender in
the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).

       

      
        	
                18.2

              	
                Voluntary
      cancellation

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      German Borrower may, if it gives the Agent not less than ten (10) days'
      (or such shorter period as the Majority Lenders may agree) prior written
      notice, cancel the whole or any part (being a minimum amount of
      EUR 10,000,000) of the Available Facility.  Any
      cancellation under this Clause 18.2 shall
      reduce the Commitments of the Lenders
rateably.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      relevant Borrower may give the Agent not less than ten Business Days'
      prior notice of its intention to procure that the Fronting Bank's
      liability under a Letter of Credit is reduced to zero (whereupon it shall
      do so)

              


      

       

      
        	
                18.3

              	
                Right of repayment and
      cancellation in relation to a single
  Lender

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      sum payable to any Lender or the Fronting Bank by an Obligor is required
      to be increased under Clause 24.2 (Tax gross-up);
      or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      Lender or the Fronting Bank claims indemnification from the Borrowers
      under Clause 24.3 (Tax indemnity) or
      Clause 25.1 (Increased costs);
      or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      Lender or Fronting Bank notifies the Agent of its Additional Cost Rate
      under paragraph 3 of Schedule 4 (Mandatory Cost
      formulae),

              


      

       

      the
German Borrower may, whilst (in the case of paragraphs (A) and (B) above) the
circumstance giving rise to the requirement or indemnification continues or (in
the case of paragraph (C) above) that the Additional
Cost Rate is greater than zero, give the Agent notice:

       

      
        	
                 
      

              	
                (1)

              	
                of
      cancellation of the Commitment of that Lender and its intention to procure
      the repayment of that Lender's participation in the Loans;
    or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                (if
      such circumstance relates to the Fronting Bank) of cancellation of the
      Letters of Credit or of the Borrower's intention to provide Cash
      Collateral in respect of the Fronting Bank's liability under such Letters
      of Credit.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                On
      receipt of a notice from the German Borrower referred to in paragraph (i) above, the Commitment of that Lender shall
      immediately be reduced to zero.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                On
      the last day of each Interest Period or Term, as the case may be, which
      ends after the German Borrower has given notice under paragraph (i) above (or, if earlier, the date specified by
      the German Borrower in that notice), each Borrower to which a Loan or
      Letter of Credit is outstanding shall repay that Lender's participation in
      that Loan and shall procure either that such Lender's L/C Proportion of
      each relevant Letter of Credit be reduced to zero (by reduction of the
      amount of that Letter of Credit in an amount equal to that Lender's L/C
      Proportion) or that Cash Collateral be provided to the Agent in an amount
      equal to such Lender's L/C Proportion of that Letter of Credit); and (if
      the circumstance relates to the Fronting Bank) the Borrower shall procure
      that the Fronting Bank's liability under any Letters of Credit issued by
      it shall either be reduced to zero or otherwise secured by the Borrower
      providing Cash Collateral in an amount equal to the Fronting Bank's
      maximum actual and contingent liabilities under those Letters of
      Credit.

              


      

       

      
        	
                18.4

              	
                Restrictions

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      notice of cancellation or prepayment given by any Party under this
      Clause 18 shall be irrevocable and, unless
      a contrary indication appears in this Agreement, shall specify the date or
      dates upon which the relevant cancellation or prepayment is to be made and
      the amount of that cancellation or
prepayment.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      prepayment under this Agreement shall be made together with accrued
      interest on the amount prepaid and, subject to any Break Costs, without
      premium or penalty.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Unless
      a contrary indication appears in this Agreement, any part of the Facility
      which is prepaid may be reborrowed in accordance with the terms of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      Borrowers shall not repay or prepay all or any part of the Outstandings or
      cancel all or any part of the Commitments except at the times and in the
      manner expressly provided for in this
Agreement.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                No
      amount of the Total Commitments cancelled under this Agreement may be
      subsequently reinstated.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                If
      the Agent receives a notice under this Clause 18 it shall promptly forward a copy of that notice
      to either the German Borrower or the affected Lender, as
      appropriate.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
5

      COSTS
OF UTILISATIONS

       

      
        	
                19.

              	
                INTEREST

              


      

       

      
        	
                19.1

              	
                Calculation of
      interest

              


      

      The rate
of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:

       

      
        	
                 
      

              	
                (i)

              	
                Margin;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LIBOR
      or, in relation to any Loan in euro, EURIBOR;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Mandatory
      Cost, if any.

              


      

       

      
        	
                19.2

              	
                Payment of
      interest

              


      

      The
Borrower to which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period (and, if the Interest Period is longer
than six Months, on the dates falling at six monthly intervals after the first
day of the Interest Period).

       

       

      
        	
                20.

              	
                DEFAULT
      INTEREST

              


      

       

      
        	
                20.1

              	
                Default interest
      periods

              


      

      If any
sum due and payable by an Obligor hereunder is not paid on the due date therefor
in accordance with Clause 41.1 (Payments to the Agent) or if
any sum due and payable by an Obligor under any judgment of any court in
connection herewith is not paid on the date of such judgment, the period
beginning on such due date or, as the case may be, the date of such judgment and
ending on the date upon which the obligation of such Obligor to pay such sum is
discharged shall be divided into successive periods, each of which (other than
the first) shall start on the last day of the preceding such period and the
duration of each of which shall (except as otherwise provided in this
Clause 20) be selected by the
Agent.

       

      
        	
                20.2

              	
                Default
      interest

              


      

      An Unpaid
Sum shall bear interest, or, insofar as it relates to unpaid interest, shall
give rise to a claim for lump sum damages, during each Interest Period in
respect thereof at the rate per annum which is one per cent. per annum above the
percentage rate which would apply if it had been a Loan in the amount and
currency of such Unpaid Sum and for the same Interest Period (provided that in the case of
lump sum damages, the Obligor shall be free to prove that no damage has arisen
or that damage has not arisen in the asserted amount, whereas in the case of
lump sum damages and default interest the Finance Party shall be entitled to
assert further damages), provided that if such Unpaid
Sum relates to a Loan which became due and payable on a day other than the last
day of an Interest Period relating thereto:

       

      
        	
                (a)

              	
                the
      first Interest Period applicable to such Unpaid Sum shall be of a duration
      equal to the unexpired portion of the current Interest Period relating to
      that Loan; and

              


      

       

      
        	
                (b)

              	
                the
      percentage rate of interest applicable thereto from time to time during
      such period shall be that which exceeds by one per cent. the rate which
      would have been applicable to it had it not so fallen
  due.

              


      

       

      
        	
                20.3

              	
                Payment of default
      interest

              


      

      Any
interest which shall have accrued under Clause 20.2 (Default Interest) in respect
of an Unpaid Sum shall be due and payable and shall be paid by
the  Obligor owing such Unpaid Sum on the last day of each Interest
Period in respect thereof or on such other dates as the Agent may specify by
notice to such Obligor.

       

      
        	
                20.4

              	
                Notification of rates of
      interest

              


      

      The Agent
shall promptly notify the Lenders and the relevant Borrower of the determination
of a rate of interest under this Agreement.

       

       

      
        	
                21.

              	
                INTEREST PERIODS AND
    TERMS

              


      

       

      
        	
                21.1

              	
                Selection of Interest
      Periods and
      Terms

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      Borrower may select an Interest Period for a Loan and a Term for a Letter
      of Credit in the Utilisation Request for that Loan or Letter of Credit, as
      the case may be.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Subject
      to this Clause 21, a Borrower may select
      an Interest Period of one, two, three or six Months or any other period
      not exceeding twelve Months agreed between such Borrower and the Agent
      (acting on the instructions of all the
Lenders).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Borrower may select a Term for a Letter of Credit of a period not
      exceeding twelve months, ending on or before the Termination
      Date.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                An
      Interest Period for a Loan and a Term for a Letter of Credit shall not
      extend beyond the Termination Date.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                Each
      Interest Period for a Loan and each Term for a Letter of Credit shall
      start on the Utilisation Date.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                A
      Loan has one Interest Period only.

              


      

       

      
        	
                21.2

              	
                Non-Business
      Days

              


      

      If an
Interest Period or Term would otherwise end on a day which is not a Business
Day, that Interest Period or Term, as the case may be, will instead end on the
next Business Day in that calendar month (if there is one) or the preceding
Business Day (if there is not).

       

       

      
        	
                22.

              	
                CHANGES TO THE CALCULATION OF
      INTEREST

              


      

       

      
        	
                22.1

              	
                Absence of
      quotations

              


      

      Subject
to Clause 22.2 (Market disruption), if LIBOR
or, if applicable, EURIBOR is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation by the Specified Time on
the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the
basis of the quotations of the remaining Reference Banks.

       

      
        	
                22.2

              	
                Market
      disruption

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      a Market Disruption Event occurs in relation to a Loan for any Interest
      Period, then the rate of interest on each Lender's share of that Loan for
      the Interest Period shall be the rate per annum which is the sum
      of:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      Margin;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      rate notified to the Agent by that Lender as soon as practicable and in
      any event before interest is due to be paid in respect of that Interest
      Period, to be that which expresses as a percentage rate per annum the cost
      to that Lender of funding its participation in that Loan from whatever
      source it may reasonably select;
and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      Mandatory Cost, if any, applicable to that Lender's participation in the
      Loan.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      this Agreement "Market
      Disruption Event" means:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                at
      or about noon on the Quotation Day for the relevant Interest Period the
      Screen Rate is not available and none or only one of the Reference Banks
      supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR
      for the relevant currency and Interest Period;
  or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                before
      close of business in Luxembourg on the Quotation Day for the relevant
      Interest Period, the Agent receives notifications from a Lender or Lenders
      (whose participations in a Loan exceed 35 per cent. of that Loan) that the
      cost to it of obtaining matching deposits in the Relevant Interbank Market
      would be in excess of LIBOR or, if applicable,
  EURIBOR.

              


      

       

      
        	
                22.3

              	
                Alternative basis of interest
      or funding

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      a Market Disruption Event occurs and the Agent or the German Borrower so
      requires, the Agent and the German Borrower shall enter into negotiations
      (for a period of not more than thirty days) with a view to agreeing a
      substitute basis for determining the rate of
  interest.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      alternative basis agreed pursuant to paragraph (i) above shall, with the prior consent of all the
      Lenders and the German Borrower, be binding on all
  Parties.

              


      

       

      
        	
                22.4

              	
                Break
    Costs

              


      

      Each
Borrower shall, within three Business Days of demand by a Finance Party (which
demand shall be accompanied by a certificate showing, in reasonable detail, the
calculation of the Break Costs incurred by such Finance Party in respect of the
relevant Interest Period), pay to that Finance Party its Break Costs
attributable to all or any part of a Loan or Unpaid Sum being paid by that
Borrower on a day other than the last day of an Interest Period for that Loan or
Unpaid Sum.

       

       

      
        	
                23.

              	
                FEES

              


      

       

      
        	
                23.1

              	
                Commitment
      fee

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      of the Borrowers shall jointly and severally pay to the Agent (for the
      account of each Lender) a fee in the Base Currency computed at the rate of
      0.70 per cent. per annum on that Lender's Available Commitment for the
      Availability Period, provided that the
      Norwegian Borrowers shall only be liable to the extent which is permitted
      under the Norwegian Companies Act 1997 Section
  8-7.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      accrued commitment fee is payable on the last day of each successive
      period of three Months which ends during the Availability Period, on the
      last day of the Availability Period and, if cancelled in full, on the
      cancelled amount of the relevant Lender's Commitment at the time the
      cancellation is effective.

              


      

       

      
        	
                23.2

              	
                Utilisation
      fee

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      at any time the total amount of the Loans exceeds 50 per cent. of the
      Total Commitments then the Borrowers shall pay to the Agent (for the
      account of each Lender) a utilisation fee in the Base Currency computed at
      the rate of 0.15 per cent. per annum of the total amount of such
      Loans calculated on a daily basis.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      fee referred to in sub-clause (i) above
      shall be payable jointly and severally by each of the Borrowers in the
      Base Currency on the last day of each successive period of three Months
      and on the Termination Date, provided that the
      Norwegian Borrowers shall only be liable to the extent which is permitted
      under the Norwegian Companies Act 1997 Section
  8-7.

              


      

       

      
        	
                23.3

              	
                Agency and security handling
      fee

              


      

      Each of
the Borrowers shall jointly and severally pay to Deutsche Bank Luxembourg S.A.
for its own account in its capacity as Agent and Security Agent an agency and
security handling fee in the amount and at the times agreed in a Fee Letter
provided that the
Norwegian Borrowers shall only be liable to the extent which is permitted under
the Norwegian Companies Act 1997 Section 8-7.

       

      
        	
                23.4

              	
                Letter of Credit
      Commission

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      relevant Borrower shall, in respect of each Letter of Credit, pay to the
      Agent (for the account of each Lender) (for distribution in proportion to
      each Lender's L/C Proportion of that Letter of Credit) a letter of credit
      commission at the L/C Commission Rate on the maximum actual and contingent
      liabilities of the Fronting Bank under the relevant Letter of
      Credit.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      letter of credit commission shall be paid in advance in respect of each
      successive period of three Months (or such shorter period as shall end on
      the relevant Expiry Date) which begins during the Term of the relevant
      Letter of Credit, the first payment to be made on the Utilisation Date for
      that Letter of Credit and after that on the first day of each such
      period.

              


      

       

      
        	
                23.5

              	
                Fronting Bank
      Fee

              


      

      The
relevant Borrower shall, in respect of each Letter of Credit, pay to the
Fronting Bank a fee in the amounts and at the times agreed between such Fronting
Bank and the Borrower.

       

      
        	
                23.6

              	
                Arrangement and Participation
      Fee

              


      

      Each of
the Borrowers shall jointly and severally pay to Deutsche Bank AG for its own
account in its capacity as Mandated Lead Arranger an arrangement and
participation fee in the amount and at the times agreed in a Fee Letter, provided that the Norwegian
Borrowers shall only be liable to the extent which is permitted under the
Norwegian Companies Act 1997 Section 8-7.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
6

      ADDITIONAL
PAYMENT OBLIGATIONS

       

      
        	
                24.

              	
                TAX GROSS UP AND
      INDEMNITIES

              


      

       

      
        	
                24.1

              	
                Definitions

              


      

      In this
Agreement:

       

      "Qualifying Lender" means any
Lender which is a bank or financial institution and which is incorporated or
resident or acting out of a Facility Office in a member state of the European
Union (but excluding the United Kingdom of Great Britain and Northern Ireland),
provided that with
regard to any Original Lender, Qualifying Lender means any Original Lender which
is a bank or financial institution and is a resident for tax purposes in either
Germany, Norway, Luxembourg or the Netherlands or is acting out of a Facility
Office, registered with the Belgian Banking and Finance Commission, in
Belgium.

       

      
        	
                24.2

              	
                Tax
    gross-up

              


      

      All
payments to be made by an Obligor to any Finance Party hereunder shall be made
free and clear of and without deduction for or on account of Tax unless such
Obligor is required to make such a payment subject to the deduction or
withholding of Tax, in which case the sum payable by such Obligor (in respect of
which such deduction or withholding is required to be made) shall be increased
to the extent necessary to ensure that such Finance Party receives a sum net of
any withholding or deduction equal to the sum which it would have received had
no such deduction or withholding been made or required to be made.

       

      
        	
                24.3

              	
                Tax
      indemnity

              


      

      Without
prejudice to Clause 24.2 (Tax Gross-up), if any Finance
Party is required to make any payment of or on account of Tax on or in relation
to any sum received or receivable hereunder (including any sum deemed for the
purposes of Tax to be received or receivable by such Finance Party whether or
not actually received or receivable) or if any liability in respect of any such
payment is asserted, imposed, levied or assessed against any Finance Party, the
Borrowers shall, upon demand of the Agent, promptly indemnify the Finance Party
which suffers a loss or liability as a result against such payment or liability
together with any interest, penalties, costs and expenses payable or incurred in
connection therewith, provided
that this Clause 24.3 shall not apply
to:

       

      
        	
                 
      

              	
                (i)

              	
                any
      Tax imposed on and calculated by reference to the net income actually
      received or receivable by such Finance Party (but, for the avoidance of
      doubt, not including any sum deemed for purposes of Tax to be received or
      receivable by such Finance Party but not actually receivable) by the
      jurisdiction in which such Finance Party is incorporated and any other
      jurisdiction where such Finance Party is subject to such tax;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      Tax imposed on and calculated by reference to the net income of the
      Facility Office of such Finance Party actually received or receivable by
      such Finance Party (but, for the avoidance of doubt, not including any sum
      deemed for purposes of Tax to be received or receivable by such Finance
      party but not actually receivable) by the jurisdiction in which its
      Facility Office is located and any other jurisdiction where such Finance
      Party is subject to such tax.

              


      

       

      
        	
                24.4

              	
                Claims by Finance
      Parties

              


      

      
        	
                (a)

              	
                A
      Finance Party intending to make a claim pursuant to Clause 24.3 (Tax indemnity) shall
      notify the Agent of the event giving rise to the claim, whereupon the
      Agent shall notify the Borrowers
thereof.

              


      

       

      
        	
                (b)

              	
                A
      Lender and each Obligor which makes a payment or would be required to make
      a payment under this Clause 24 (Tax Gross-Up and
      Indemnities) shall co-operate in completing any procedural
      formalities necessary for that Obligor to (i) obtain authorisation to make
      that payment without a deduction or withholding, and (ii) provide any
      relevant information which would be required by any relevant taxation
      authority from the Obligor or the Lender in order to justify a payment
      made without a deduction or
withholding.

              


      

       

      
        	
                24.5

              	
                Notification of requirement to
      deduct Tax

              


      

      If, at
any time, an Obligor is required by law to make any deduction or withholding
from any sum payable by it hereunder (or if thereafter there is any change in
the rates at which or the manner in which such deductions or withholdings are
calculated), such Obligor shall promptly notify the Agent.

       

      
        	
                24.6

              	
                Evidence of payment of
      Tax

              


      

      If an
Obligor makes any payment hereunder in respect of which it is required to make
any deduction or withholding, it shall pay the full amount required to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Agent for
each Lender, within sixty days after it has made such payment to the applicable
authority, an original receipt (or a certified copy thereof) issued by such
authority evidencing the payment to such authority of all amounts so required to
be deducted or withheld in respect of that Lender's share of such
payment.

       

      
        	
                24.7

              	
                Excluded
      Claims

              


      

      If any
Lender is not or ceases to be a Qualifying Lender, or if the circumstances set
out in Clause 35.2(vii) apply or if any Lender fails
to cooperate as required under Clause 24.4(b), no
Obligor shall be liable to pay to that Lender under Clause 24.2 (Tax gross-up) or
Clause 24.3 (Tax indemnity) any amount in
respect of Taxes asserted, assessed, levied or imposed in excess of the amount
it would have been obliged to pay if that Lender had been or had not ceased to
be a Qualifying Lender or had cooperated provided that this
Clause 24.7 (Excluded claims) shall not
apply (and each Obligor shall be obliged to comply with its obligations under
Clause 24.2 (Tax gross-up) or
Clause 24.3 (Tax indemnity))
if:

       

      
        	
                 
      

              	
                (i)

              	
                after
      the date hereof and after the date when such Lender first becomes a Lender
      for the purposes of this Agreement, there shall have been any introduction
      of, change in, or change in the interpretation, administration or
      application of, any law or regulation or order or governmental rule or
      treaty or any published practice or published concession of any relevant
      tax authority and it is as a result thereof that such Lender was not or
      ceased to be a Qualifying Lender;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      Lender is not or ceases to be a Qualifying Lender but would have been or
      would not have ceased to be, a Qualifying Lender, had all representations,
      confirmations and other documents and information provided by each Obligor
      to any Finance Party been true and
accurate.

              


      

       

      
        	
                24.8

              	
                Tax credit
      payment

              


      

      If an
additional payment is made under Clause 24
(Tax gross-up and
indemnities) by an Obligor for the
benefit of any Finance Party, including for the avoidance of doubt any payment
in respect of any deduction or withholding, and such Finance Party, in its
reasonable discretion, determines that it has obtained a credit against, a
relief or remission for, or repayment of, any tax, then, if and to the extent
that such Finance Party, in its sole opinion, determines that:

       

      
        	
                (a)

              	
                such
      credit, relief, remission or repayment is in respect of or calculated with
      reference to the additional payment made pursuant to Clause 24 (Tax gross-up and
      indemnities); and

              


      

       

      
        	
                (b)

              	
                its
      tax affairs for its year in respect of which such credit, relief,
      remission or repayment was obtained have been finally
    settled,

              


      

       

      such
Finance Party shall, to the extent that it can do so without prejudice to the
retention of the amount of such credit, relief, remission or repayment, pay to
such Obligor such amount as such  Finance Party shall, in its
reasonable opinion, determine to be the amount which will leave such Finance
Party (after such payment) in no worse after-tax position than it would have
been in had the additional payment in question not been required to be made by
such Obligor.

       

      
        	
                24.9

              	
                Tax credit
      clawback

              


      

      If any
Finance Party makes any payment to an Obligor pursuant to Clause 24.8 (Tax credit payment) and such
Finance Party subsequently determines, in its reasonable opinion, that the
credit, relief, remission or repayment in respect of which such payment was made
was not available or has been withdrawn or that it was unable to use such
credit, relief, remission or repayment in full, such Obligor shall reimburse
such Finance Party such amount as such Finance Party determines, in its
reasonable opinion, is necessary to place it in the same after-tax position as
it would have been in if such credit, relief, remission or repayment had been
obtained and fully used and retained by such Finance Party.

       

      
        	
                24.10

              	
                Tax and other
      affairs

              


      

      Subject
to the provisions of Clause 27 (Mitigation by the Lenders) no
provision of this Agreement shall interfere with the right of any Finance Party
to arrange its tax or any other affairs in whatever manner it thinks fit, oblige
any Finance Party to claim any credit, relief, remission or repayment in respect
of any payment under Clause 24 (Tax gross-up and indemnities)
in priority to any other credit, relief, remission or repayment available to it
nor oblige any Finance Party to disclose any information relating to its tax or
other affairs or any computations in respect thereof.

       

      
        	
                24.11

              	
                Stamp
    taxes

              


      

      The
Borrowers shall pay and, within three Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.

       

      
        	
                24.12

              	
                Value added
      tax

              


      

       

      
        	
                 
      

              	
                (i)

              	
                All
      consideration expressed to be payable under a Finance Document by any
      Party to a Finance Party shall be deemed to be exclusive of any
      VAT.  If VAT is chargeable on any supply made by any Finance
      Party to any Party in connection with a Finance Document, that Party shall
      pay to the Finance Party (in addition to and at the same time as paying
      the consideration) an amount equal to the amount of the
    VAT.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses, that Party shall also at the same time pay and
      indemnify the Finance Party against all VAT incurred by the Finance Party
      in respect of the costs or expenses to the extent that the Finance Party
      reasonably determines that it is not entitled to credit or repayment of
      the VAT.

              


      

       

       

      
        	
                25.

              	
                INCREASED
      COSTS

              


      

       

      
        	
                25.1

              	
                Increased
      costs

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to Clause 25.3 (Exceptions) the
      Borrowers shall, within three Business Days of a demand by the Agent, pay
      for the account of a Finance Party the amount of any Increased Costs
      incurred by that Finance Party or any of its Affiliates as a result of (i)
      the introduction of or any change in (or in the interpretation,
      administration or application of) any law or regulation or (ii) compliance
      with any law or regulation made after the date of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      this Agreement "Increased
      Costs" means:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                a
      reduction in the rate of return from the Facility or on a Finance Party's
      (or its Affiliate's) overall
capital;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                an
      additional or increased cost; or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                a
      reduction of any amount due and payable under any Finance
      Document,

              


      

       

      which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Finance Document or Letter of
Credit.

       

      
        	
                25.2

              	
                Increased cost
      claims

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      Finance Party intending to make a claim pursuant to Clause 25.1 (Increased costs) shall
      notify the Agent of the event giving rise to the claim, following which
      the Agent shall promptly notify the
Borrowers.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      Finance Party shall, as soon as practicable after a demand by the Agent,
      provide a certificate confirming the amount of and basis for its Increased
      Costs and showing in reasonable detail the calculation
      thereof.

              


      

       

      In
determining such Increased Costs, each Finance Party will act reasonably and in
good faith and on a non-discretionary basis.

       

      
        	
                25.3

              	
                Exceptions

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Clause 25.1 (Increased costs) does
      not apply to the extent any Increased Cost
is:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                attributable
      to a Tax Deduction required by law to be made by an
    Obligor;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                compensated
      for by Clause 24.3 (Tax indemnity) (or
      would have been compensated for under Clause 24.3 (Tax indemnity) but was
      not so compensated solely because the exclusion in paragraphs (a) and (b)
      of Clause 24.3 (Tax indemnity)
      applied);

              


      

       

      
        	
                 
      

              	
                (C)

              	
                compensated
      for by the payment of the Mandatory Cost;
or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      this Clause 25.3, a reference to a "Tax Deduction" means any
      deduction or withholding for or on account of Tax from a payment under a
      Finance Document

              


      

       

       

      
        	
                26.

              	
                OTHER
      INDEMNITIES

              


      

       

      
        	
                26.1

              	
                Currency
      indemnity

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      any sum due from an Obligor under the Finance Documents (a "Sum"), or any order,
      judgment or award given or made in relation to a Sum, has to be converted
      from the currency (the "First Currency") in
      which that Sum is payable into another currency (the "Second Currency") for
      the purpose of:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                making
      or filing a claim or proof against that
Obligor;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

              


      

       

      that
Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.

       

      
        	
                 
      

              	
                (ii)

              	
                To
      the extent permitted by applicable law, each Obligor waives any right it
      may have in any jurisdiction to pay any amount under the Finance Documents
      in a currency or currency unit other than that in which it is expressed to
      be payable.

              


      

       

      
        	
                26.2

              	
                Other
      indemnities

              


      

      The
Borrowers shall, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability incurred by that Finance Party as a
result of:

       

      
        	
                 
      

              	
                (i)

              	
                the
      occurrence of any Event of Default;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      failure by an Obligor to pay any amount due under a Finance Document on
      its due date, including without limitation, any cost, loss or liability
      arising as a result of Clause 39 (Sharing among the Finance
      Parties);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                funding,
      or making arrangements to fund, its participation in a Loan requested by a
      Borrower in a Utilisation Request but not made by reason of the operation
      of any one or more of the provisions of this Agreement (other than by
      reason of default or negligence by that Finance Party
    alone);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                issuing
      or making arrangements to issue a Letter of Credit requested by the
      Borrower in a Utilisation Request but not issued by reason of the
      operation of any one or more of the provisions of this Agreement;
      or

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      prepayment given by a Borrower.

              


      

       

      
        	
                26.3

              	
                Indemnity to the
      Agent

              


      

      The
Borrowers shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of:

       

      
        	
                 
      

              	
                (i)

              	
                investigating
      any event which it reasonably believes is a Default;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                acting
      or relying on any notice, request or instruction which it reasonably
      believes to be genuine, correct and appropriately
    authorised.

              


      

       

       

      
        	
                27.

              	
                MITIGATION BY THE
      LENDERS

              


      

       

      
        	
                27.1

              	
                Mitigation

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      Finance Party shall, in consultation with the relevant Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 18.1 (Illegality),
      Clause 24 (Tax gross-up and
      indemnities), Clause 25 (Increased costs) or
      paragraph 3 of Schedule 4 (Mandatory Cost
      formulae) including (but not limited to) transferring its rights
      and obligations under the Finance Documents to another Affiliate or
      Facility Office or to another Lender which is willing to accept such
      transfer.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Paragraph
      (i) above does not in any way limit the
      obligations of any Obligor under the Finance
  Documents.

              


      

       

      
        	
                27.2

              	
                Limitation of
      liability

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Prior
      to taking any of the steps referred to in Clause 27.1 (Mitigation) the
      relevant Finance Party will consult with the relevant Borrower and
      following a request from such Borrower will provide the relevant Borrower
      with an estimate of any costs and expenses which are likely to be incurred
      by it as a result of it taking such steps.  The Borrower shall
      then be entitled to request that the relevant Finance Party does not take
      those steps.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      relevant Borrower shall indemnify each Finance Party for all costs and
      expenses reasonably incurred by that Finance Party as a result of steps
      taken by it under Clause 27.1 (Mitigation).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      Finance Party is not obliged to take any steps under Clause 27.1 (Mitigation) if, in the
      opinion of that Finance Party (acting reasonably), to do so might be
      prejudicial to it.  The incurring of minor costs and expenses of
      an administrative nature will not be regarded as prejudicial to such
      Finance Party.

              


      

       

       

      
        	
                28.

              	
                COSTS AND
      EXPENSES

              


      

       

      
        	
                28.1

              	
                Transaction
      expenses

              


      

      Each of
the Borrowers shall promptly on demand pay the Agent, the Mandated Lead Arranger
and the Security Agent the amount of all reasonable out-of-pocket costs and
expenses (including legal fees of outside counsel) reasonably incurred by any of
them in connection with the negotiation, preparation, printing, execution and
syndication and perfection of:

       

      
        	
                 
      

              	
                (i)

              	
                this
      Agreement, the Security Documents and any other documents referred to in
      this Agreement and the Transaction Security;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      other Finance Documents executed after the date of this
      Agreement.

              


      

       

      
        	
                28.2

              	
                Amendment
      costs

              


      

      If (a) an
Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 41.9 (Change of currency), each of
the Borrowers shall, within three Business Days of demand, reimburse the Agent
for the amount of all reasonable out-of-pocket costs and expenses (including
reasonable legal fees of outside counsel) reasonably incurred by the Agent in
responding to, evaluating, negotiating or complying with that request or
requirement.

       

      
        	
                28.3

              	
                Enforcement
      costs

              


      

      Each of
the Borrowers shall, within three Business Days of demand, pay to each Secured
Party and the Mandated Lead Arranger the amount of all reasonable out-of-pocket
costs and expenses (including legal fees) reasonably incurred by that Secured
Party or the Mandated Lead Arranger in connection with the enforcement of, or
the preservation of any rights, powers and remedies under any Finance Document
and the Transaction Security and any proceedings instituted by or against the
Security Agent as a consequence of taking or holding the Transaction Security or
enforcing those rights, powers and remedies.

       

      
        	
                28.4

              	
                Limitation

              


      

      Notwithstanding
anything to the contrary in any Finance Document, the Borrower shall not be
obliged to pay any losses, costs or expenses under any Finance Document arising
from or relating to disputes solely among the Agent and the Lenders, or losses,
costs or expenses of the Agent or any Lender resulting from its gross negligence
or wilful misconduct.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      SECTION
7

      GUARANTEE
ON FIRST DEMAND (GARANTIE AUF ERSTES ANFORDERN)

       

      
        	
                29.

              	
                GUARANTEE AND
      INDEMNITY

              


      

       

      
        	
                29.1

              	
                Guarantee and
      indemnity

              


      

      Each
Guarantor irrevocably and unconditionally jointly and severally:

       

      
        	
                 
      

              	
                (i)

              	
                guarantees
      (garantiert) to
      each Finance Party punctual performance by each Borrower of all that
      Borrower's obligations under the Finance
  Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                undertakes
      with each Finance Party that whenever a Borrower does not pay any amount
      when due under or in connection with any Finance Document, that Guarantor
      shall immediately on demand pay that amount as if it was the principal
      obligor (Garantie auf
      erstes Anfordern); and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                indemnifies
      each Finance Party immediately on demand against any cost, loss or
      liability suffered by that Finance Party if any obligation guaranteed by
      it is or becomes unenforceable, invalid or illegal.  The amount
      of the cost, loss or liability shall be equal to the amount which that
      Finance Party would otherwise have been entitled to
    recover.

              


      

       

      
        	
                29.2

              	
                Continuing
      guarantee

              


      

      This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.

       

      
        	
                29.3

              	
                Reinstatement

              


      

      If any
payment by an Obligor or any discharge given by a Finance Party (whether in
respect of the obligations of any Obligor or any security for those obligations
or otherwise) is avoided or reduced as a result of insolvency or any similar
event:

       

      
        	
                 
      

              	
                (i)

              	
                the
      liability of each Obligor shall continue as if the payment, discharge,
      avoidance or reduction had not occurred;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                each
      Finance Party shall be entitled to recover the value or amount of that
      security or payment from each Obligor, as if the payment, discharge,
      avoidance or reduction had not
occurred.

              


      

       

      
        	
                29.4

              	
                Waiver of
      defences

              


      

      The
obligations of each Guarantor under this Clause 29 will not be affected by an act, omission, matter or
thing which, but for this Clause, would reduce, release or prejudice any of its
obligations under this Clause 29 (without
limitation and whether or not known to it or any Finance Party)
including:

       

      
        	
                 
      

              	
                (i)

              	
                any
      time, waiver or consent granted to, or composition with, any Obligor or
      other person;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      release of any other Obligor or any other person under the terms of any
      composition or arrangement with any creditor of any member of the
      Group;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of, any Obligor or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any
      security;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status of an Obligor or any other
      person;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      amendment (however fundamental) or replacement of a Finance Document or
      any other document or security;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                any
      unenforceability, illegality or invalidity of any obligation of any person
      under any Finance Document or any other document or security;
      or

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                any
      insolvency or similar proceedings.

              


      

       

      
        	
                29.5

              	
                Immediate
      recourse

              


      

      Each
Guarantor waives any right it may have of first requiring any Finance Party (or
any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that
Guarantor under this Clause 29.  This
waiver applies irrespective of any law or any provision of a Finance Document to
the contrary.

       

      
        	
                29.6

              	
                Appropriations

              


      

      Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may after the occurrence of a
Default:

       

      
        	
                 
      

              	
                (i)

              	
                refrain
      from applying or enforcing any other moneys, security or rights held or
      received by that Finance Party (or any trustee or agent on its behalf) in
      respect of those amounts, or apply and enforce the same in such manner and
      order as it sees fit (whether against those amounts or otherwise) and no
      Guarantor shall be entitled to the benefit of the same;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                hold
      in an interest-bearing suspense account any moneys received from any
      Guarantor or on account of any Guarantor's liability under this
      Clause 29.

              


      

       

      
        	
                29.7

              	
                Deferral of Guarantors'
      rights

              


      

      Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless the
Agent otherwise directs, no Guarantor will exercise any rights which it may have
by reason of performance by it of its obligations under the Finance
Documents:

       

      
        	
                 
      

              	
                (i)

              	
                to
      be indemnified by an Obligor;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      claim any contribution from any other guarantor of any Obligor's
      obligations under the Finance Documents;
and/or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                to
      take the benefit (in whole or in part and whether by way of subrogation or
      otherwise) of any rights of the Finance Parties under the Finance
      Documents or of any other guarantee or security taken pursuant to, or in
      connection with, the Finance Documents by any Finance
    Party.

              


      

       

      
        	
                29.8

              	
                Additional
      security

              


      

      This
guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance
Party.

       

      
        	
                29.9

              	
                Guarantee Limitation
      Norway

              


      

      Notwithstanding
anything to the contrary contained in this Clause 29, the obligation of the Norwegian Guarantor under this
Clause 29 in respect of the obligations of any
Borrower other than a Norwegian Borrower shall be deemed to be granted and
incurred by the Norwegian Guarantor only to the extent which is permitted under
the Norwegian Companies Act 1997 Section 8-7.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
8

      REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

       

       

      
        	
                30.

              	
                REPRESENTATIONS

              


      

       

      Each
Obligor makes the representations and warranties set out in this Clause 30 as to itself and its Subsidiaries (in each case to
the extent applicable) to each Finance Party on the date of this
Agreement.

       

      
        	
                30.1

              	
                Status

              


      

       

      
        	
                 
      

              	
                (i)

              	
                It
      is a corporation, duly incorporated and validly existing under the law of
      its jurisdiction of incorporation.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                It
      and each of its Subsidiaries has the power to own its assets and carry on
      its business as it is being
conducted.

              


      

       

      
        	
                30.2

              	
                Binding
      obligations

              


      

      The
obligations expressed to be assumed by it in each Finance Document to which it
is a party are, subject to any general principles of law limiting its
obligations which are specifically referred to in any legal opinion delivered
pursuant to Clause 12 (Conditions of Utilisation),
legal, valid, binding and enforceable obligations.

       

      
        	
                30.3

              	
                Non-conflict with other
      obligations

              


      

      The entry
into and performance by it of, and the transactions contemplated by, the Finance
Documents to which it is a party and the granting of the Security under the
Security Documents to which it is a party do not and will not conflict
with:

       

      
        	
                 
      

              	
                (i)

              	
                any
      law or regulation applicable to it;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                its
      and each of its Subsidiaries' constitutional documents;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      agreement or instrument binding upon it or any of its Subsidiaries or any
      of its or any of its Subsidiaries' assets the violation of which would
      reasonably be expected to have a Material Adverse
  Effect.

              


      

       

      
        	
                30.4

              	
                Power and
      authority

              


      

      It has
the power to enter into, perform and deliver, and has taken all necessary action
to authorise its entry into, performance and delivery of, the Finance Documents
to which it is a party and the transactions contemplated by those Finance
Documents.

       

      
        	
                30.5

              	
                Validity and admissibility in
      evidence

              


      

      All
Authorisations required or desirable:

       

      
        	
                 
      

              	
                (i)

              	
                to
      enable it lawfully to enter into, exercise its rights and comply with its
      obligations in the Finance Documents to which it is a party;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      make the Finance Documents to which it is a party admissible in evidence
      in each Relevant Jurisdiction,

              


      

       

      have been
obtained or effected and are in full force and effect.

       

      
        	
                30.6

              	
                Governing law and
      enforcement

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to any general principles of law affecting the choice of the governing law
      which are specifically referred to in any legal opinion delivered pursuant
      to Clause 12 (Conditions of
      Utilisation), the choice of the governing law specified in each of
      the Finance Documents to which it is a party will be recognised and
      enforced in each Relevant
Jurisdiction.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Subject
      to any general principles of law affecting the recognition and enforcement
      of judgments which are specifically referred to in any legal opinion
      delivered pursuant to Clause 12 (Conditions of
      Utilisation), any judgment obtained in Germany in relation to a
      Finance Document to which it is a party will be recognised and enforced in
      each Relevant Jurisdiction.

              


      

       

      
        	
                30.7

              	
                Deduction of
      Tax

              


      

      Subject
to the Legal Reservations, it is not required under the law of each Relevant
Jurisdiction to make any deduction for or on account of Tax from any payment it
may make under any Finance Document.

       

      
        	
                30.8

              	
                No filing or stamp
      taxes

              


      

      Under the
law of each Relevant Jurisdiction it is not necessary that the Finance Documents
to which it is a party be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax be
paid on or in relation to the Finance Documents to which it is a party or the
transactions contemplated by such Finance Documents except for Belgian stamp
duties of EUR 0.15 payable on any original loan or credit agreement and any
original pledge agreement executed in Belgium, subject to the conditions of the
Belgian Stamp Duties Code (Wetboek Zegelrechten) of 26
June 1947 and Belgian registration, stamp and other duties payable in respect of
any Belgian law floating charge.

       

      
        	
                30.9

              	
                No
    default

              


      

       

      
        	
                 
      

              	
                (i)

              	
                No
      Default is continuing or would reasonably be expected to result from the
      making of any Utilisation.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      other event or circumstance is outstanding which constitutes a default
      under any other agreement or instrument which is binding on it or any of
      its Subsidiaries or to which its (or its Subsidiaries') assets are subject
      which would reasonably be expected to have a Material Adverse
      Effect.

              


      

       

      
        	
                30.10

              	
                No misleading
      information

              


      

      Any
factual information heretofore or contemporaneously furnished by or on behalf of
the Parent or any member of the Group in writing to any Finance Party for
purposes of or in connection with the Finance Documents or any transaction
contemplated therein is true and accurate in all material respects on the date
as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information not misleading in
any material respect at such time.

       

      
        	
                30.11

              	
                Financial
      statements

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Its
      Original Financial Statements were prepared in accordance with Applicable
      GAAP consistently applied.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Its
      Original Financial Statements fairly represent its financial condition and
      operations (consolidated in the case of the Norwegian Guarantor) during
      the relevant financial year.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                There
      has been no material adverse change in the business, assets or financial
      condition of the German Borrower, the Belgian Borrower or the Group taken
      as a whole since the date of the Original Financial
      Statements.

              


      

       

      
        	
                30.12

              	
                Pari passu
      ranking

              


      

      Save as
provided in Clause 30.17 (Ranking), its payment
obligations under the Finance Documents to which it is a party rank at least
pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies
generally.

       

      
        	
                30.13

              	
                No proceedings pending or
      threatened

              


      

      No
litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency which, if adversely determined, would reasonably be
expected to have a Material Adverse Effect have been started or (to the best of
its knowledge and belief) threatened in writing against it or any of its
Subsidiaries.

       

      
        	
                30.14

              	
                Environmental
      compliance

              


      

      Each
member of the Group has performed and observed in all material respects all
Environmental Law, Environmental Permits and all other material covenants,
conditions, restrictions or agreements directly or indirectly concerned with any
contamination, pollution or waste or the release or discharge of any toxic or
hazardous substance in connection with any real property which is or was at any
time owned, leased or occupied by any member of the Group or on which any member
of the Group has conducted any activity where failure to do so would reasonably
be expected to have a Material Adverse Effect.

       

      
        	
                30.15

              	
                Environmental
      Claims

              


      

      No
Environmental Claim has been commenced or (to the best of its knowledge and
belief) is threatened in writing against any member of the Group where that
claim would be reasonably likely, if determined against that member of the
Group, to have a Material Adverse Effect.

       

      
        	
                30.16

              	
                No
    Security

              


      

      No
Security exists over all or any of the present or future assets of any Obligor
other than any Security permitted under Clause 33.3 (Negative
pledge).

       

      
        	
                30.17

              	
                Ranking

              


      

      Subject
to the Legal Reservations, each Security Document to which it is a party has or
will have first ranking priority and it is not subject to any prior ranking or
pari passu ranking
Security.

       

      
        	
                30.18

              	
                Transaction
      Security

              


      

      Subject
to the Legal Reservations, each Security Document to which it is a party validly
creates the Security which is expressed to be created by that Security Document
and evidences the Security it is expressed to evidence.

       

      
        	
                30.19

              	
                Legal and beneficial
      owner

              


      

      It is the
absolute legal and beneficial owner of the assets subject to the Transaction
Security created or expressed to be created pursuant to the Security Documents
to which it is a party.

       

      
        	
                30.20

              	
                No
      winding-up

              


      

      None of
the events described in Clause 34.6 (Insolvency) and
Clause 34.7 (Insolvency proceedings) have
occurred in relation to any Obligor.

       

      
        	
                30.21

              	
                Structure
      Chart

              


      

      The
Structure Chart dated about the date of the Third Amendment Agreement provided
by the Obligors prior to the date of the Third Amendment Agreement is true,
complete and accurate in all material respects as at the date hereof and nothing
has occurred or been omitted as at the date hereof that renders the information
contained in the Structure Chart untrue or misleading in any material
respect.

       

      
        	
                30.22

              	
                Repetition

              


      

      The
Repeating Representations are to be made by each Obligor and Kronos Denmark by
reference to the facts and circumstances then existing on the date of each
Utilisation Request and the first day of each Interest Period by delivery of a
Certificate to that effect.

       

       

      
        	
                31.

              	
                INFORMATION
      UNDERTAKINGS

              


      

       

      The
undertakings in this Clause 31 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.

       

      
        	
                31.1

              	
                Financial
      statements of the
      Obligors

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      Obligor shall supply to the Agent in sufficient copies for all the Lenders
      as soon as the same become available, but in any event within 150 days
      after the end of each of its financial years (i) its audited consolidated
      financial statements for that financial year (if any) and (ii) its audited
      unconsolidated financial statements for that financial
    year.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      financial statements to be delivered pursuant to paragraph (i) above shall (i) be prepared using Applicable
      GAAP, (ii) be certified by the Chief Executive Officer and/or the Chief
      Financial Officer (or equivalent position) of the relevant Obligor,
      together with one of its authorised signatories, as fairly representing
      its financial condition as at the date as at which those financial
      statements were drawn up and (iii) be certified by the relevant Obligor's
      external auditors.

              


      

       

      
        	
                31.2

              	
                Financial
      statements of the
      Parent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Borrowers shall supply to the Agent in sufficient copies for all the
      Lenders:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                as
      soon as the same become available, but in any event within 100 days after
      the end of each financial year of the Parent the audited consolidated
      financial statements of the Parent for that financial year;
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                as
      soon as the same become available, but in any event within 55 days after
      the end of each quarter of each financial year of the Parent the unaudited
      consolidated financial statements of the Parent for that
      period.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      financial statements to be delivered pursuant to paragraph (i) above shall be prepared using Applicable
      GAAP.

              


      

       

      
        	
                31.3

              	
                Combining financial
      information

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Borrowers shall supply to the Agent in sufficient copies for all the
      Lenders:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                as
      soon as they become available, but in any event within 120 days after the
      end of each financial year of the Parent an unaudited Combining Schedule
      for that financial year;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                as
      soon as they become available, but in any event within 60 days after the
      end of each quarter of each financial year of the Parent, an unaudited
      Combining Schedule for the period as of the beginning of the financial
      year and ending on such quarter.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      of the Obligors shall procure that each of the Combining Schedules
      delivered pursuant to paragraph (i) above
      are prepared by the Parent and the Obligors using US
  GAAP.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Any
      Combining Schedule to be delivered pursuant to paragraph (i) above shall (i) be prepared using US GAAP,
      (ii) be certified by the Chief Executive Officer and/or Chief Financial
      Officer (or equivalent position) of the Parent, together with one of its
      authorised signatories, as fairly representing the financial condition of
      the Group as at the date as at which those Combining Schedules were drawn
      up and (iii) in the case of the Combining Schedule to be delivered
      pursuant to Clause 31.3(i)(A) above, be
      accompanied by a report from the Parent's external auditors in the form of
      Schedule 13 (Form
      of Auditor's Report).

              


      

       

      
        	
                31.4

              	
                Compliance
      Certificate

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Borrowers shall supply to the Agent, with each Combining Schedule
      delivered pursuant to paragraphs (i) and
      (ii) of Clause 31.3 (Combining  financial
      information), a Compliance Certificate setting out (in reasonable
      detail) computations as to compliance with Clause 32 (Financial covenants) as
      at the date as at which those Combining Schedules were
      prepared.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      Compliance Certificate shall be signed by the Chief Executive Officer,
      Chief Financial Officer or any other executive officer, together with one
      authorised signatory of the German Borrower, who in each case will sign on
      behalf of all Borrowers which hereby authorise the aforementioned persons
      to do so, and, (in the case of a Compliance Certificate delivered pursuant
      to Clause 23.3 (a) (i)), accompanied by a letter from the Parent's
      external auditors in the form set out in part II of Schedule 6 (Form of Compliance
      Certificate).

              


      

       

      
        	
                31.5

              	
                Information:
      miscellaneous

              


      

      The
Obligors shall (through the German Borrower) supply to the Agent (in sufficient
copies for all the Lenders, if the Agent so requests):

       

      
        	
                 
      

              	
                (i)

              	
                all
      documents dispatched by any of the Obligors or the Parent to its creditors
      generally at the same time as they are
  dispatched;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                promptly
      upon becoming aware of them, the details of any litigation, arbitration or
      administrative proceedings which are current, threatened or pending
      against any member of the Group, and which, if adversely determined, would
      reasonably be expected to have a Material Adverse Effect;
    and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                promptly,
      such further information regarding the financial condition, business and
      operations of any member of the Group as any Finance Party (through the
      Agent) may reasonably request.

              


      

       

      
        	
                31.6

              	
                Notification of
      default

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      Obligor shall notify the Agent of any Default (and the steps, if any,
      being taken to remedy it) promptly upon becoming aware of its occurrence
      (unless that Obligor is aware that a notification has already been
      provided by another Obligor).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Promptly
      upon a request by the Agent, the Borrower shall supply to the Agent a
      certificate signed by two of its directors or senior officers on its
      behalf certifying that no Default is continuing (or if a Default is
      continuing, specifying the Default and the steps, if any, being taken to
      remedy it).

              


      

       

       

      
        	
                32.

              	
                FINANCIAL
      COVENANTS

              


      

       

      
        	
                32.1

              	
                Financial
      definitions

              


      

      In this
Clause 32:

       

      "EBITDA" means, for any
Relevant Period the income of the Group before Net Interest, before any
provision on account of taxation and before any amount attributable to the
amortisation of intangible assets and depreciation of tangible
assets.

       

      "Equity" means at any time the
aggregate amount of the total assets of the Group less (i) the total liabilities
of the Group but excluding changes due to foreign currency translation or any
other item of other comprehensive income as defined by US GAAP after 31 December
2004 and (ii) any intangible assets of the Group as defined by US GAAP
(including for the avoidance of doubt any goodwill).  Equity shall be
reduced by (x) the aggregate amount of all loans made by any member of the Group
(other than (a) loans to another member of the Group, (b) loans resulting from
transactions permitted by Clause 25.4 (Disposals) paragraph (b) sub-paragraph
(ii) and (ix) provided that such loan or the respective disposal is not
otherwise prohibited by this Agreement and the amount of such loan does not
exceed the fair market value of the respective assets disposed and (c) loans
resulting from any conversion of accounts receivables into notes up to an
aggregate amount of EUR 5,000,000 (or its equivalent in another currency or
currencies)) that are outstanding as of such time to the extent such loans have
been included in the total assets of the Group as of such time, and (y) the
aggregate nominal amount of any indebtedness in respect of which any guarantee
or indemnity has been granted by any member of the Group (other than a guarantee
or indemnity permitted pursuant to the definition of Permitted Loans and
Guarantees).

       

      "Financial Quarter" means the
period commencing on the day after one Quarter Date and ending on the next
Quarter Date.

       

      "Net Financial Debt" means at
any time, without duplication, the aggregate amount of all obligations of the
Group for or in respect of Financial Indebtedness less any cash or Cash
Equivalent Investments of the Group (except for any such Cash Equivalent
Investments that are subject to any Security securing Financial Indebtedness
other than Financial Indebtedness outstanding with respect to the Finance
Documents).

       

      "Net Interest" means in respect
of any Relevant Period, the aggregate amount of the interest (including the
interest element of leasing and hire purchase payments and capitalised
interest), commission, fees, discounts and other finance payments payable by any
member of the Group on a Combining Schedule (including any commission, fees,
discounts and other finance payments payable by any member of the Group under
any interest rate hedging arrangement but deducting any commission, fees,
discounts and other finance payments receivable by any member of the Group under
any interest rate hedging instrument) but deducting any other interest
receivable by any member of the Group on any deposit or bank
account.

       

      "Net Secured Debt" means at any
time the aggregate amount of all obligations of the Group for or in respect of
Net Financial Debt which is secured by any Security (and so that no amount shall
be included more than once).

       

      "Quarter Date" means each of 31
March, 30 June, 30 September and 31 December.

       

      "Relevant Period" means each
period of twelve months ending on the last day of the Group's financial year and
each period of twelve months ending on the last day of each of the first, second
and third Financial Quarter of the Group's financial year.

       

      "Rolling Basis" means the
calculation of a ratio or an amount made at the end of a Financial Quarter in
respect of that Financial Quarter and each of the preceding three Financial
Quarters.

       

      
        	
                32.2

              	
                Financial
      condition

              


      

      Each
Borrower shall ensure that:

       

      
        	
                 
      

              	
                (i)

              	
                The
      ratio of (i) Net Secured Debt of the Group at the end of the applicable
      Relevant Period to (ii) EBITDA of the Group, calculated on a Rolling
      Basis, shall not in respect of any Relevant Period be more than
      0.70:1.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      ratio of (i) Net Financial Debt of the Group at the end of the applicable
      Relevant Period to (ii) the consolidated Equity of the Group at the end of
      the applicable Relevant Period shall not in respect of any Relevant Period
      be more than 0.5:1.

              


      

       

      
        	
                32.3

              	
                Financial
      testing

              


      

      The
financial covenants set out in Clause 32.2
(Financial condition)
shall be tested quarterly in accordance with US GAAP by reference to each of the
Combining Schedules as evidenced by each Compliance Certificate delivered
pursuant to Clause 31.4 (Compliance
certificate).

       

       

      
        	
                33.

              	
                GENERAL
      UNDERTAKINGS

              


      

       

      The
undertakings in this Clause 33 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.

       

      
        	
                33.1

              	
                Authorisations

              


      

      Each
Obligor shall promptly:

       

      
        	
                 
      

              	
                (i)

              	
                obtain,
      comply with and do all that is necessary to maintain in full force and
      effect; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                supply
      certified copies to the Agent of,

              


      

       

      any
Authorisation required under any law or regulation of the Relevant Jurisdictions
to enable it to perform its obligations under the Finance Documents to which it
is a party and to ensure the legality, validity, enforceability or admissibility
in evidence in each Relevant Jurisdiction of incorporation of any Finance
Document.

       

      
        	
                33.2

              	
                Compliance with
      laws

              


      

      Each
Obligor shall comply in all material respects with all laws to which it may be
subject, if failure so to comply would materially impair its ability to perform
its obligations under the Finance Documents.

       

      
        	
                33.3

              	
                Negative
      pledge

              


      

       

      
        	
                 
      

              	
                (i)

              	
                No
      Obligor shall (and each Obligor shall ensure that none of its Subsidiaries
      will) create or permit to subsist any Security over any of its
      assets.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      Obligor shall (and each Obligors shall ensure that no of its Subsidiaries
      will):

              


      

       

      
        	
                 
      

              	
                (A)

              	
                sell,
      transfer or otherwise dispose of any of its assets on terms whereby they
      are or may be leased to or re-acquired by an Obligor or any other member
      of the Group;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                sell,
      transfer or otherwise dispose of any of its receivables on recourse terms
      other than to the German Borrower and where such transaction is not
      otherwise prohibited by this
Agreement;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                enter
      into any arrangement under which money or the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                enter
      into any other preferential arrangement having a similar
      effect,

              


      

       

      in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of an
asset.

       

      
        	
                 
      

              	
                (iii)

              	
                Paragraphs
      (i) and (ii) above
      do not apply to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      Security listed in Schedule 7 (Existing Security)
      (including any Security which has been Refinanced provided that the assets
      subject to such Security have not materially changed in any way) except to
      the extent the principal amount secured by that Security exceeds the
      amount stated in that Schedule;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      netting or set-off arrangement entered into by any member of the Group in
      the ordinary course of its banking arrangements for the purpose of netting
      debit and credit balances;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      Security entered into in the ordinary course of business under customary
      general business conditions;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                any
      lien arising by operation of law or regulatory requirement and in the
      ordinary course of business and not as a result of a default howsoever
      described;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                any
      Security arising by operation of law in favour of any government, state or
      local authority in respect of Taxes which are either (a) not yet due and
      unpaid or (b) being contested in good faith by appropriate proceedings and
      for which adequate reserves have been
made;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                any
      Security over or affecting any asset acquired by a member of the Group
      after the date of this Agreement
if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      Security was not created in contemplation of the acquisition of that asset
      by a member of the Group; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      principal amount secured has not been increased in contemplation of, or
      since the acquisition of that asset by a member of the
    Group;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                any
      Security over or affecting any asset of any company which becomes a member
      of the Group after the date of this Agreement, where the Security is
      created prior to the date on which that company becomes a member of the
      Group, if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      Security was not created in contemplation of the acquisition of that
      company; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      principal amount secured has not increased in contemplation of or since
      the acquisition of that company;

              


      

       

      
        	
                 
      

              	
                (H)

              	
                the
      Transaction Security;

              


      

       

      
        	
                 
      

              	
                (I)

              	
                any
      Security which has been approved in writing by the Majority
      Lenders;

              


      

       

      
        	
                 
      

              	
                (J)

              	
                any
      Security incurred or deposits made in the ordinary course of business in
      connection with workers' compensation, unemployment insurance and other
      types of social security, including any Security securing letters of
      credit issued in the ordinary course of business in accordance with past
      practice;

              


      

       

      
        	
                 
      

              	
                (K)

              	
                any
      Security over assets of the Norwegian Borrower 2 acquired with Financial
      Indebtedness permitted under paragraph (k) of the definition of Permitted
      Financial Indebtedness provided that such Security is removed upon the
      full discharge of the relevant Permitted Financial Indebtedness incurred
      to finance the payment of the purchase price for such asset;
      or

              


      

       

      
        	
                 
      

              	
                (L)

              	
                any
      Security securing indebtedness the principal amount of which (when
      aggregated with the principal amount of any other indebtedness which has
      the benefit of Security given by any member of the Group other than any
      permitted under paragraphs (A) to (I) above) does not exceed EUR 5,000,000 its
      equivalent in another currency or
currencies).

              


      

       

      
        	
                33.4

              	
                Disposals

              


      

       

      
        	
                 
      

              	
                (i)

              	
                No
      Obligor shall (and each Obligor shall ensure that none of its Subsidiaries
      will), enter into a single transaction or a series of transactions
      (whether related or not) and whether voluntary or involuntary to sell,
      lease, transfer or otherwise dispose of any
  asset.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Paragraph
      (i) above does not apply to any sale, lease,
      transfer or other disposal:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                which
      is made on arm's length terms and for fair market value in the ordinary
      course of trading or business of the disposing
  entity;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                of
      assets which are obsolete;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                which
      is made from any Obligor to another
Obligor;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                which
      is made from any Obligor to a wholly-owned subsidiary being a member of
      the Group which is not an Obligor, provided that the fair
      market value of the assets to be disposed of does not, when aggregated
      with the fair market value of all other assets disposed of pursuant to
      this paragraph (ii)(D) exceed EUR 5,000,000 (or its equivalent
      in any other currency or
currencies);

              


      

       

      
        	
                 
      

              	
                (E)

              	
                of
      assets in exchange for other assets comparable or superior as to type,
      value and quality;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                which
      is a Permitted Affiliate
Transaction;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                made
      in connection with the granting of a non-exclusive licence to use any
      Intellectual Property owned by members of the Group provided that any such
      licences do not prohibit any of the member of the Group from using any
      Intellectual Property which is material to its
  business;

              


      

       

      
        	
                 
      

              	
                (H)

              	
                made
      with the prior written consent of the Majority
  Lenders;

              


      

       

      
        	
                 
      

              	
                (I)

              	
                of
      non-core assets which is made on arm's length terms and for fair market
      value provided
      that the consideration receivable (when aggregated with the
      consideration receivable for any other sale, lease, transfer or other
      disposal, other than any permitted under paragraphs (A) to (H) above) does
      not exceed EUR 5,000,000 (or its equivalent in another currency or
      currencies) in any financial year;

              


      

       

      
        	
                 
      

              	
                (J)

              	
                of
      cash other than by way of a payment to any member of the Group which is
      not an Obligor as equity payment, it being understood, however, that
      payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate
      amount of EUR 1,000,000 (or its equivalent in another currency or
      currencies) shall be permitted, and provided that such disposal is not
      otherwise prohibited by this Agreement;
or

              


      

       

      
        	
                 
      

              	
                (K)

              	
                of
      Cash Equivalent Investments on arms' length
  terms.

              


      

       

      
        	
                33.5

              	
                Disposals of
      Plant

              


      

      No
Obligor shall sell, lease, transfer or otherwise dispose of its respective
manufacturing plant at Langerbrugge, Leverkusen, Nordenham and Frederikstad to
any other Obligor unless it has received the prior written consent of the
Majority Lenders.

       

      
        	
                33.6

              	
                Indebtedness

              


      

      Each
Obligor shall ensure that neither it nor any of its Subsidiaries shall incur or
permit to subsist any Financial Indebtedness other than Permitted Financial
Indebtedness.

       

      
        	
                33.7

              	
                Merger

              


      

      No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into any amalgamation, demerger, merger or corporate reconstruction other
than (a) a solvent reorganisation between members of the Group (other than any
Obligor) and (b) a solvent reorganisation between members of the Group and a
Borrower provided that the Borrower is the surviving entity.

       

      
        	
                33.8

              	
                Change of
      business

              


      

      The
Obligors shall procure that no substantial change is made to the general nature
of the business of any of the Borrowers or the Group from that carried on at the
date of this Agreement and that there shall be no cessation of any substantial
part of such business.

       

      
        	
                33.9

              	
                Insurance

              


      

      Each
Obligor shall (and each Obligor shall ensure that each of its Subsidiaries will)
maintain insurances on and in relation to its business and assets with reputable
underwriters or insurance companies against those risks and to the extent as is
usual for companies carrying on the same or substantially similar
business.

       

      
        	
                33.10

              	
                Environmental
      compliance

              


      

      Each
Obligor (and each Obligor shall ensure that each of its Subsidiaries will)
comply in all material respects with all Environmental Laws and obtain and
maintain any Environmental Permits and take all reasonable steps in anticipation
of known or expected future changes to or obligations under the same where
failure to do so would reasonably be expected to have a Material Adverse
Effect.

       

      
        	
                33.11

              	
                Environmental
      Claims

              


      

      The
Obligors shall inform the Agent in writing as soon as reasonably practicable
upon becoming aware of the same:

       

      
        	
                 
      

              	
                (i)

              	
                if
      any Environmental Claim has been commenced or is threatened in writing
      against any member of the Group; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                of
      any facts or circumstances which will or are reasonably likely to result
      in any Environmental Claim being commenced or threatened against any
      member of the Group,

              


      

       

      where the
claim would be reasonably likely, if determined against that member of the
Group, to have a Material Adverse Effect.

       

      
        	
                33.12

              	
                Acquisition

              


      

      No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries
will):

       

      
        	
                 
      

              	
                (i)

              	
                purchase,
      subscribe for or otherwise acquire any shares (or other securities (but
      excluding Cash Equivalent Investments) or interests) in, or incorporate,
      any other company, including any additional shares or other interests in
      any member of the Group who is not an Obligor but excluding
      Unterstützungskasse Kronos Titan GmbH or agree to do any of the foregoing;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                purchase
      or otherwise acquire all or substantially all of the assets of a company
      or a business unit or agree to do so;
or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                form,
      or enter into, any partnership, consortium, joint venture or other like
      arrangement or agree to do so,

              


      

       

      in each
case other than: (i) any such investment made between two or more Obligors, or
(ii) if the aggregate amount of any such investments made by members of the
Group would not exceed EUR 5,000,000 (or its equivalent in another currency
or currencies, as measured at the time of such investment).

       

      This
Clause 33.12 does not apply to any acquisitions
resulting from settlements or compromises of accounts receivable or trade
payables, acquisitions in securities of trade creditors or customers received
pursuant to any plan of reorganisation or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in good faith
settlements of delinquent obligations of such trade creditors or customers, in
each case in the ordinary course of business and provided that the aggregate
face value of accounts receivables and/or trade payables and/or delinquent
obligations shall in aggregate not exceed EUR 5,000,000 (or its equivalent
in another currency or currencies).

       

      
        	
                33.13

              	
                Pari
    passu

              


      

      Each
Obligor shall ensure that at all times the claims of the Finance Parties against
it under this Agreement rank at least pari passu with the claims of
all of its other unsecured and unsubordinated creditors save those whose claims
are preferred solely by any bankruptcy, insolvency, liquidation or other similar
laws of general application.

       

      
        	
                33.14

              	
                Loans and
      Guarantees

              


      

      No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
make any loans or grant any credit (in each case of the type described in
paragraphs (a), (c) and (f) of the definition of Financial Indebtedness) or give
any guarantee or indemnity to or for the benefit of any person or otherwise
voluntarily assume any liability, whether actual or contingent, in respect of
any obligation of any person other than (i) Permitted Loans and Guarantees or
(ii) any loan, credit, guarantee, indemnity or assumption of such liability in
respect of any member of the Kronos Group.

       

      
        	
                33.15

              	
                Transactions with members of
      the Kronos Group

              


      

      No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into any transaction with a member of the Kronos Group unless (i) such
transaction is a Permitted Affiliate Transaction, (ii) such transaction is
concluded on arm's length terms and for fair market value or (iii) such
transaction is expressly permitted by Clause 25.6 (Indebtedness) as it
constitutes Permitted Financial Indebtedness under paragraphs (c) and (h) of the
definition of Permitted Financial Indebtedness under Clause 1.1 (Definitions) or by Clause
25.14 (Loans and
Guarantees) of this Agreement, provided that in each case and with
respect to the payment of cash, such payment will, not whether directly or
indirectly, result in the occurrence of a Default.

       

      
        	
                33.16

              	
                Profit and loss transfer
      agreements

              


      

      No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into a profit and loss transfer agreement (Ergebnis abführungsvertrag),
any partnership agreements (stille Beteiligungen), any
other intercompany agreement (Unternehmensvertrag) or any
other similar arrangement resulting in any person not being a member of the
Group being entitled to share in the profits of any member of the Group or being
entitled to exercise control over any member of the Group provided that the German
Borrower shall be permitted to enter into a profit and loss transfer agreement
with the Parent for the purpose of sharing Taxes.

       

      
        	
                33.17

              	
                Intellectual
      Property

              


      

      Each
Obligor shall (and the Obligors shall ensure that each of its Subsidiaries
will):

       

      
        	
                 
      

              	
                (i)

              	
                observe
      and comply with all material obligations and laws to which it in its
      capacity as registered proprietor, beneficial owner, user, licensor or
      licensee of the Intellectual Property required to conduct its business or
      any part of it is subject where failure to do so would reasonably be
      expected to have a Material Adverse
Effect;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                do
      all acts as are necessary to maintain, protect and safeguard such
      Intellectual Property where failure to do so would reasonably be expected
      to have a Material Adverse Effect and not discontinue the use of any of
      such Intellectual Property nor allow it to be used in such a way that it
      is put at risk by becoming generic or by being identified as disreputable
      if in each case to do so would reasonably be expected to have a Material
      Adverse Effect; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                (save
      where a licence is granted to terminate or prevent litigation) not after
      the date of this Agreement grant any licence to any person to use the
      Intellectual Property required to conduct the business of any member of
      the Group if to do so would reasonably be expected to have a Material
      Adverse Effect.

              


      

       

      
        	
                33.18

              	
                Compliance with Material
      Contracts

              


      

       

      
        	
                 
      

              	
                Each
      Obligor shall (and each Obligor shall ensure that each of its Subsidiaries
      will):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                comply
      in all material respects with its obligations under each Material Contract
      to which it is party and take all action necessary to ensure the continued
      validity and enforceability of its rights
  thereunder;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                not
      amend, vary, novate or supplement any such Material Contract in any
      material respect;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                not
      terminate, revoke, transfer, assign or otherwise dispose of its rights and
      obligations under any such Material Contract during the term of this
      Agreement,

              


      

       

      if such
non-compliance, failure to take action, amendment, variation, novation,
supplement, termination, revocation, transfer, assignment or other disposal, as
the case may be, would be reasonably expected to have a Material Adverse
Effect.

       

       

      
        	
                34.

              	
                EVENTS OF
      DEFAULT

              


      

       

      Each of
the events or circumstances set out in Clause 34
is an Event of Default.

       

      
        	
                34.1

              	
                Non-payment

              


      

      An
Obligor or Kronos Denmark does not pay on the due date any amount due and
payable pursuant to a Finance Document to which it is a party at the place at
and in the currency in which it is expressed to be payable unless:

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of principal or interest due under a Finance Document, its
      failure to pay is caused by administrative or technical error and payment
      is made within 3 Business Days of its due date;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of any amount due under a Finance Document other than principal
      or interest, payment is made within 3 Business Days after written notice
      of such non-payment has been given to the German
  Borrower.

              


      

       

      
        	
                34.2

              	
                Financial
      covenants

              


      

      Any
requirement of Clause 32 (Financial covenants) is not
satisfied.

       

      
        	
                34.3

              	
                Other
      obligations

              


      

       

      
        	
                 
      

              	
                (i)

              	
                An
      Obligor or Kronos Denmark does not comply with any provision of the
      Finance Documents to which it is a party (other than those referred to in
      Clause 34.1 (Non-payment) and
      Clause 34.2 (Financial
      covenants)).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      Event of Default under paragraph (i) above
      will occur if such breach is capable of remedy and is remedied within
      thirty (30) days.

              


      

       

      
        	
                34.4

              	
                Misrepresentation

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      representation or statement made by an Obligor or Kronos Denmark in the
      Finance Documents or any other document delivered by or on behalf of any
      Obligor or Kronos Denmark under or in connection with any Finance Document
      is or proves to have been incorrect or misleading in any material respect
      when made.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      Event of Default under paragraph (i) above will
      occur if such misrepresentation is capable of remedy and is remedied
      within 15 Business Days.

              


      

       

      
        	
                34.5

              	
                Cross
      default

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      Financial Indebtedness of the Parent or any member of the Group is not
      paid at maturity, whether by acceleration or
  otherwise.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      Financial Indebtedness of the Parent or any member of the Group is
      declared to be or otherwise becomes due and payable prior to its specified
      maturity as a result of an event of default (however
      described).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Any
      commitment for any Financial Indebtedness of the Parent or any member of
      the Group is cancelled or suspended by a creditor of the Parent or any
      member of the Group as a result of an event of default (however
      described).

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Any
      creditor of the Parent or any member of the Group becomes entitled to
      declare any Financial Indebtedness of the Parent or any member of the
      Group due and payable prior to its specified maturity as a result of an
      event of default (however
described).

              


      

       

      
        	
                 
      

              	
                (v)

              	
                No
      Event of Default will occur under this Clause 34.5 if the aggregate amount of Financial
      Indebtedness or commitment for Financial Indebtedness falling within
      paragraphs (i) to (iv) above is less than EUR 5,000,000 (or its
      equivalent in any other currency or
currencies).

              


      

       

      
        	
                34.6

              	
                Insolvency

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      Obligor, Material Subsidiary or the Parent is unable or admits inability
      to pay its debts which have fallen due or its debts which will fall due in
      the future, suspends making payments on any of its debts or, in the case
      of the German Borrower or any Material Subsidiary whose jurisdiction of
      incorporation is Germany, is overindebted (Überschuldung).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      moratorium is declared in respect of any indebtedness of any Obligor,
      Material Subsidiary or the Parent in excess of
      EUR 5,000,000.

              


      

       

      
        	
                34.7

              	
                Insolvency
      proceedings

              


      

      Any
corporate action, legal proceedings or other procedure or step is taken in
relation to:

       

      
        	
                 
      

              	
                (i)

              	
                the
      suspension of payments, the opening of insolvency proceedings, winding-up,
      dissolution, administration or reorganisation (by way of voluntary
      arrangement, scheme of arrangement or otherwise) of any Obligor, Material
      Subsidiary or the Parent other than a solvent liquidation or
      reorganisation of any member of the Group which is not an
      Obligor;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      composition, assignment or arrangement with any creditor involving
      indebtedness in excess of EUR 5,000,000 of any Obligor, Material
      Subsidiary or the Parent;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      appointment of a liquidator (other than in respect of a solvent
      liquidation of a member of the Group which is not an Obligor permitted
      under this Agreement), receiver, administrator including an insolvency
      administrator, administrative receiver, compulsory manager or other
      similar officer in respect of any Obligor, Material Subsidiary or the
      Parent or any of its assets where such asset have an aggregated fair
      market value in excess of EUR 5,000,000;
or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                enforcement
      of any Security over any assets of any Obligor, Material Subsidiary or the
      Parent where such assets have an aggregated fair market value in excess of
      EUR 5,000,000,

              


      

       

      or any
analogous procedure or step is taken in any jurisdiction.

       

      
        	
                34.8

              	
                Creditors'
      process

              


      

      Any
expropriation, attachment, sequestration, distress, enforcement or execution
affects any asset or assets of the Parent, any Obligor or any Material
Subsidiary having an aggregate value of EUR 5,000,000 and is not discharged
within 45 days.

       

      
        	
                34.9

              	
                Ownership of the
      Obligors

              


      

      An
Obligor is not or ceases to be a Subsidiary of the Parent.

       

      
        	
                34.10

              	
                Unlawfulness

              


      

      It is or
becomes unlawful for an Obligor or Kronos Denmark to perform any of its
obligations under the Finance Documents if the effect thereof would reasonably
be expected to have a Material Adverse Effect.

       

      
        	
                34.11

              	
                Transaction
      Security

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      Obligor or Kronos Denmark fails duly to perform or comply with any of the
      obligations assumed by it in the Security Documents, provided that no Event
      of Default under this paragraph (a) will occur if such breach is
      capable of remedy and is remedied within fifteen (15) Business Days after
      written notice of such breach has been given to the German Borrower by the
      Agent or the relevant Obligor or Kronos Denmark, as the case may be, has
      obtained actual knowledge of such breach, whichever is the
      earlier.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                At
      any time of the Transaction Security is or becomes unlawful or is not, or
      ceases to be legal, valid, binding or enforceable or otherwise ceases to
      be effective if the effect thereof would reasonably be expected to have a
      Material Adverse Effect.

              


      

       

      
        	
                34.12

              	
                Repudiation

              


      

      An
Obligor or Kronos Denmark repudiates a Finance Document or any of the
Transaction Security or evidences an intention to repudiate a Finance Document
or any of the Transaction Security.

       

      
        	
                34.13

              	
                Material
      Contracts

              


      

      Any
Material Contract is not or ceases to be in full force and effect if this would
reasonably be expected to have a Material Adverse Effect.

       

      
        	
                34.14

              	
                Material adverse
      change

              


      

      There
occurs a material adverse change in the business, assets or financial condition
of any of the German Borrower, the Belgian Borrower or of the Group taken as a
whole.

       

      
        	
                34.15

              	
                Acceleration

              


      

      On and at
any time after the occurrence of an Event of Default which is continuing the
Agent may, and shall if so directed by the Majority Lenders, by notice to the
Borrowers:

       

      
        	
                 
      

              	
                (i)

              	
                cancel
      the Total Commitments whereupon they shall immediately be
      cancelled;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, whereupon they shall become immediately due
      and payable;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                declare
      that all or part of the Loans be payable on demand, whereupon they shall
      immediately become payable on demand by the Agent on the instructions of
      the Majority Lenders; and/or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                require
      the relevant Borrower to procure that the liabilities of each of the
      Lenders and the Fronting Bank under each Letter of Credit are promptly
      reduced to zero; and/or

              


      

       

      
        	
                 
      

              	
                (v)

              	
                require
      the relevant Borrower to provide Cash Collateral for each Letter of Credit
      in an amount specified by the Agent and in the currency of that Letter of
      Credit;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                exercise,
      or direct the Security Agent to exercise, any or all of its rights,
      remedies, powers or discretions under any of the Finance
      Documents.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
9

      CHANGES
TO PARTIES

       

       

      
        	
                35.

              	
                CHANGES TO THE
      LENDERS

              


      

       

      
        	
                35.1

              	
                Assignments and transfers by
      the Lenders

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to this Clause 35, a Lender (the "Existing Lender")
      may:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                assign
      (Abtretung) any
      of its rights; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                transfer
      by way of assignment and assumption of debt (Vertragsübernahme) any of its rights
      and obligations,

              


      

       

      to
another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the "New Lender").

       

      
        	
                35.2

              	
                Conditions of assignment or
      transfer

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      such assignment or transfer shall be in a minimum amount of
      EUR 4,000,000 except in the case of an assignment or transfer which
      has the effect of reducing the participation of the relevant Lender to
      zero.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      consent of the German Borrower is required for an assignment or transfer
      by a Lender, unless the assignment or transfer is to another Lender or an
      Affiliate of a Lender or unless a Default has occurred which is
      continuing.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      consent of the German Borrower to an assignment or transfer must not be
      unreasonably withheld or delayed.  The German Borrower will be
      deemed to have given its consent five Business Days after the Lender has
      requested it unless consent is expressly refused by the German Borrower
      within that time.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      consent of the Fronting Bank is required for an assignment or transfer by
      a Lender in relation to a Letter of
Credit.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                An
      assignment will only be effective on receipt by the Agent of written
      confirmation from the New Lender (in form and substance satisfactory to
      the Agent) that the New Lender will assume the same obligations to the
      other Finance Parties and the other Secured Parties as it would have been
      under if it was an Original Lender.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                A
      transfer will only be effective if the procedure set out in Clause 35.5 (Procedure for transfer)
      is complied with.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, an Obligor would be obliged to make a payment to the New
      Lender or Lender acting through its new Facility Office under
      Clause 24 (Tax gross-up and
      indemnities) or Clause 25 (Increased
      Costs),

              


      

       

      then the
New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or
Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.

       

      
        	
                35.3

              	
                Assignment or transfer
      fee

              


      

      The New
Lender shall, on the date upon which an assignment or transfer takes effect, pay
to the Agent (for its own account) a fee of EUR 3,500.

       

      
        	
                35.4

              	
                Limitation of responsibility of
      Existing Lenders

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Unless
      expressly agreed to the contrary, an Existing Lender makes no
      representation or warranty and assumes no responsibility to a New Lender
      for:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents, the Transaction Security or any other
      documents;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      financial condition of any Obligor;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      performance and observance by any Obligor or Kronos Denmark of its
      obligations under the Finance Documents or any other documents;
      or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
  document,

              


      

       

      and any
representations or warranties implied by law are excluded.

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      New Lender confirms to the Existing Lender and the other Finance Parties
      that it:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                has
      made (and shall continue to make) its own independent investigation and
      assessment of the financial condition and affairs of each Obligor and its
      related entities in connection with its participation in this Agreement
      and has not relied exclusively on any information provided to it by the
      Existing Lender in connection with any Finance Document;
    and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be
      outstanding under the Finance Documents or any Commitment is in
      force.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Nothing
      in any Finance Document obliges an Existing Lender
  to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 35; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor or Kronos Denmark of its obligations
      under the Finance Documents or
otherwise.

              


      

       

      
        	
                35.5

              	
                Procedure for
      transfer

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to the conditions set out in Clause  35.2
      (Conditions of
      assignment or transfer) a transfer is effected in accordance with
      paragraph (ii) below when the Agent executes an
      otherwise duly completed Transfer Certificate delivered to it by the
      Existing Lender and the New Lender.  The Agent shall, as soon as
      reasonably practicable after receipt by it of a duly completed Transfer
      Certificate appearing on its face to comply with the terms of this
      Agreement and delivered in accordance with the terms of this Agreement,
      execute that Transfer Certificate.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                On
      the Transfer Date:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by assignment and assumption its rights (the "Transferred
      Rights") and obligations
      (the "Transferred
      Obligations") under the Finance Documents and in respect of the
      Transaction Security each of the Obligors and Kronos Denmark and the
      Existing Lender shall be released from further obligations towards one
      another under the Finance Documents and in respect of the Transaction
      Security;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      Transferred Rights of the Existing Lender shall be transferred to the New
      Lender and the Transferred Obligations of the Existing Lender shall be
      assumed by the New Lender so that each of the Obligors and Kronos Denmark
      and the New Lender shall have those obligations and/ or rights towards one
      another;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      Agent, the Mandated Lead Arranger, the Security Agent, the New Lender, the
      other Lenders and the Fronting Bank shall have the same rights and the
      same obligations between themselves and in respect of the Transaction
      Security as they would have had, had the New Lender been an Original
      Lender with the rights and/or obligations transferred to or assumed by it
      as a result of the transfer and to that extent the Agent, the Mandated
      Lead Arranger, the Existing Lender and the Fronting Bank shall each be
      released from further obligations to each other under this Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (D)

              	
                the
      New Lender shall become a Party as a "Lender".

              


      

       

      For the
avoidance of doubt it is hereby agreed that the benefit of the guarantees and
indemnities granted pursuant to Clause 29 (Guarantee and Indemnity) and
the benefit of each of the Security Documents shall be transferred to the New
Lender following a transfer pursuant to this Clause 35.

       

      
        	
                35.6

              	
                Disclosure of
      information

              


      

      Any
Lender may disclose to any of its Affiliates and any other person:

       

      
        	
                 
      

              	
                (i)

              	
                to
      (or through) whom that Lender assigns or transfers (or may potentially
      assign or transfer) all or any of its rights and obligations under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                with
      (or through) whom that Lender enters into (or may potentially enter into)
      any sub-participation in relation to, or any other transaction under which
      payments are to be made by reference to, this Agreement or any Obligor;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                to
      whom, and to the extent that, information is required to be disclosed by
      any applicable law or regulation,

              


      

       

      any
information about any Obligor, the Group and the Finance Documents as that
Lender shall consider appropriate if, in relation to paragraphs (i) and (ii) above, the
person to whom the information is to be given has entered into a Confidentiality
Undertaking.

       

       

      
        	
                36.

              	
                CHANGES TO THE
      OBLIGORS

              


      

       

      No
Obligor may assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
10

       

      THE
FINANCE PARTIES

       

       

      
        	
                37.

              	
                ROLE OF THE AGENT, THE SECURITY
      AGENT AND THE MANDATED LEAD
ARRANGER

              


      

       

      
        	
                37.1

              	
                Appointment of the
      Agent and the
      Security Agent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Each
      other Finance Party appoints the Agent to act as its agent and the
      Security Agent to act as its trustee and administrator under and in
      connection with the Finance Documents (provided that, in the
      case of any Transaction Security which is accessory in nature and which is
      granted pursuant to any Security Document which is governed by German law,
      the Security Agent shall act as administrator
  only).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      other Finance Party authorises the Agent and the Security Agent to
      exercise the rights, powers, authorities and discretions specifically
      given to the Agent and the Security Agent under or in connection with the
      Finance Documents together with any other incidental rights, powers,
      authorities and discretions. The Agent and the Security Agent shall be
      released from the restrictions set out in section 181 of the German Civil
      Code. The Agent and the Security Agent can grant substitute power of
      attorney and release any sub-agents from the restrictions set out in
      section 181 of the German Civil Code and revoke such power of
      attorney.

              


      

       

      
        	
                37.2

              	
                Definitions: For the
      purposes of Section 10 (The Finance
      Parties):

              


      

       

      "Agent's and Security Agent's
Liabilities" means all liabilities (including any liability in respect of
tax), to which the Agent, the Security Agent or any person appointed by any of
them under any Finance Document becomes subject by reason of it acting as agent
or holding the Transaction Security under the Finance Document;

       

      "German Security" means any
security assumed and accepted by or through the Security Agent or the Finance
Parties, as the case may be, pursuant to any Security Document governed by
German law and held or administered by the Security Agent on behalf of or in
trust for the Finance Parties hereunder and any addition or replacement or
substitution thereof.

       

      
        	
                37.3

              	
                Administering of Transaction
      Security:

              


      

      The
Security Agent shall hold and administer the Transaction
Security.  Each Lender hereby authorises the Security Agent to accept
as its representative (Stellvertreter) any security
created in favour of such Lender.

       

      
        	
                37.4

              	
                Administration of German
      Security

              


      

      The
Security Agent shall in relation to the German Security

       

      
        	
                 
      

              	
                (i)

              	
                hold
      and administer any German Security which is security assigned (Sicherungseigentum/Sicherungsabtretung)
      or otherwise transferred under a non-accessory security right (nicht akzessorische
      Sicherheit) to it as trustee (Treuhänder) for the
      benefit of the Secured Parties;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                administer
      any German Security which is pledged (Verpfändung) or
      otherwise transferred to a Secured Party under an accessory security right
      (akzessorische
      Sicherheit) as agent.

              


      

       

      
        	
                37.5

              	
                Acts of Agent and Security
      Agent:

              


      

      In
additional to Clause 37.3 (Administering of Transaction
Security):

       

      
        	
                 
      

              	
                (i)

              	
                each
      of the Security Agent and the Agent shall be at liberty to place any
      Finance Document and any other documents delivered to it in connection
      therewith in any safe or receptacle or with any bank, any company whose
      business includes undertaking the safe custody of documents or any firm of
      lawyers of good repute and shall not be responsible for any loss thereby
      incurred;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Security Agent, whenever it thinks fit, may delegate by power of attorney
      or otherwise to any person or persons all or any of the rights, trusts,
      powers, authorities and discretions vested in it by a Finance Document and
      such delegation may be made upon such terms and subject to such conditions
      and subject to such regulations as the Security Agent may think
      fit;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                each
      of the Security Agent and the Agent may refrain from doing or do anything
      which would or might in its opinion be contrary to or necessary to comply
      with any relevant law of any
jurisdiction;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                each
      of the Security Agent and the Agent and every attorney, agent or other
      person appointed by it under any Finance Document may indemnify itself or
      himself out of the Charged Property against all the Agent's and Security
      Agent's Liabilities, subject to the provisions of the Security Document;
      and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      Security Agent shall have the rights to, but shall not be under any
      obligation to, insure any of the Charged Property and shall not be
      responsible for any loss which may be suffered by any person as a result
      of the lack of or inadequacy or insufficiency of any such
      insurance.

              


      

       

      
        	
                37.6

              	
                Parallel
      Debt

              


      

       

      
        	
                (a)

              	
                Each
      of the Obligors hereby agrees and covenants with the Security Agent by way
      of an abstract acknowledgement of debt (abstraktes
      Schuldanerkenntnis) that each of them shall pay to the Security
      Agent sums equal to, and in the currency of, any sums owing by it to a
      Secured Party (other than the Security Agent) under any Finance Document
      (the "Principal
      Obligations") as and when the same fall due for payment under the
      relevant Finance Document (the "Parallel
      Obligations").

              


      

       

      
        	
                (b)

              	
                The
      Security Agent shall have its own independent right to demand payment of
      the Parallel Obligations by the Obligors. The rights of the Secured
      Parties to receive payment of the Principal Obligations are several from
      the rights of the Security Agent to receive the Parallel
      Obligations.

              


      

       

      
        	
                (c)

              	
                The
      payment by an Obligor of its Parallel Obligations to the Security Agent in
      accordance with this Clause 37.6 shall be
      a good discharge of the corresponding Principal Obligations and the
      payment by an Obligor of its corresponding Principal Obligations in
      accordance with the provisions of the Finance Documents shall be a good
      discharge of the relevant Parallel
Obligations.

              


      

       

      
        	
                (d)

              	
                Despite
      the foregoing, any such payment shall be made to the Agent, unless the
      Agent directs such payment to be made to the Security
    Agent.

              


      

       

      
        	
                37.7

              	
                Duties of the Agent and the Security
      Agent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Agent and the Security Agent shall promptly forward to a Party the
      original or a copy of any document which is delivered to the Agent or the
      Security Agent for that Party by any other
  Party.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Except
      where a Finance Document specifically provides otherwise, the Agent is not
      obliged to review or check the adequacy, accuracy or completeness of any
      document it forwards to another
Party.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                If
      the Agent or the Security Agent receives notice from a Party referring to
      this Agreement, describing a Default and stating that the circumstance
      described is a Default, it shall promptly notify the Finance
      Parties.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                If
      the Agent or the Security Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than the Agent, the Mandated Lead Arranger or the Security
      Agent) under this Agreement it shall promptly notify the other Finance
      Parties.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The
      Agent's and the Security Agent's duties under the Finance Documents are
      solely mechanical and administrative in
nature.

              


      

       

      
        	
                37.8

              	
                Role of the Mandated Lead
      Arranger

              


      

      Except as
specifically provided in the Finance Documents, the Mandated Lead Arranger has
no obligations of any kind to any other Party under or in connection with any
Finance Document.

       

      
        	
                37.9

              	
                No fiduciary
      duties

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Except
      where a Finance Document specifically provides otherwise, nothing in this
      Agreement constitutes the Agent, the Security Agent or the Mandated Lead
      Arranger as a trustee or fiduciary of any other
  person.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Neither
      the Agent, the Security Agent nor the Mandated Lead Arranger shall be
      bound to account to any Lender for any sum or the profit element of any
      sum received by it for its own
account.

              


      

       

      
        	
                37.10

              	
                Business with the
      Group

              


      

      The
Agent, the Security Agent and the Mandated Lead Arranger may accept deposits
from, lend money to and generally engage in any kind of banking or other
business with any member of the Group.

       

      
        	
                37.11

              	
                Rights and discretions of the
      Agent and the
      Security Agent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Agent and the Security Agent may rely
on:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      representation, notice or document believed by it to be genuine, correct
      and appropriately authorised; and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      statement made by a director, authorised signatory or employee of any
      person regarding any matters which may reasonably be assumed to be within
      his knowledge or within his power to
verify.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Agent and the Security Agent may assume (unless it has received notice to
      the contrary in its capacity as agent for the Lenders)
    that:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                no
      Default has occurred (unless it has actual knowledge of a Default arising
      under Clause 34.1 (Non-payment));

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      notice or request made by the German Borrower (other than a Utilisation
      Request) is made on behalf of and with the consent and knowledge of all
      the Obligors.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Agent and the Security Agent may engage, pay for and rely on the advice or
      services of any lawyers, accountants, surveyors or other
      experts.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      Agent and the Security Agent may act in relation to the Finance Documents
      through its personnel and agents.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The
      Agent may disclose to any other Party any information it reasonably
      believes it has received as agent under this
  Agreement.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                The
      Security Agent may, upon a disposal of any property the subject of the
      Security Document by any receiver, or by any of the Obligors or Kronos
      Denmark where the Security Agent has consented to the disposal, to any
      third party, release such property from the Security
    Document.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Notwithstanding
      any other provision of any Finance Document to the contrary, neither the
      Agent nor the Mandated Lead Arranger is obliged to do or omit to do
      anything if it would or might in its reasonable opinion constitute a
      breach of any law or a breach of a fiduciary duty or duty of
      confidentiality.

              


      

       

      
        	
                37.12

              	
                Majority Lenders'
      instructions

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Unless
      a contrary indication appears in a Finance Document, the Agent and the
      Security Agent shall (i) exercise any right, power, authority or
      discretion vested in it as Agent or Security Agent in accordance with any
      instructions given to it by the Majority Lenders (or, if so instructed by
      the Majority Lenders, refrain from exercising any right, power, authority
      or discretion vested in it as Agent or Security Agent) and (ii) not be
      liable for any act (or omission) if it acts (or refrains from taking any
      action) in accordance with an instruction of the Majority
      Lenders.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Unless
      a contrary indication appears in a Finance Document, any instructions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Agent and the Security Agent may refrain from acting in accordance with
      the instructions of the Majority Lenders (or, if appropriate, the Lenders)
      (i) if in the reasonable opinion of the Agent or the Security Agent, as
      the case may be, such instructions are contrary to applicable law or (ii)
      until it has received such security as it may require for any cost, loss
      or liability (together with any associated VAT) which it may incur in
      complying with the instructions.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                In
      the absence of instructions from the Majority Lenders, (or, if
      appropriate, the Lenders) the Agent and the Security Agent may act (or
      refrain from taking action) as it considers to be in the best interest of
      the Lenders.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The
      Agent and the Security Agent is not authorised to act on behalf of a
      Lender (without first obtaining that Lender's consent) in any legal or
      arbitration proceedings relating to any Finance
  Document.

              


      

       

      
        	
                37.13

              	
                Responsibility for
      documentation

              


      

      None of
the Agent, the Mandated Lead Arranger and the Security Agent:

       

      
        	
                 
      

              	
                (i)

              	
                is
      responsible for the adequacy, accuracy and/or completeness of any
      information (whether oral or written) supplied by the Agent, the Mandated
      Lead Arranger, the Security Agent, an Obligor, Kronos Denmark or any other
      person given in or in connection with any Finance Document or the
      transactions contemplated in the Finance Documents;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                is
      responsible for the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or the Transaction Security or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of or in connection with any Finance Document or the
      Transaction Security.

              


      

       

      
        	
                37.14

              	
                Exclusion of
      liability

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Without
      limiting paragraph (ii) below, neither the
      Agent nor the Security Agent will be liable for any action taken by it
      under or in connection with any Finance Document or the Transaction
      Security, unless directly caused by its gross negligence or wilful
      misconduct.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      Party may take any proceedings against any officer, employee or agent of
      the Agent or the Security Agent in respect of any claim it might have
      against the Agent or the Security Agent in respect of any act or omission
      of any kind by that officer, employee or agent in relation to any Finance
      Document and any officer, employee or agent of the Agent or the Security
      Agent may rely on this Clause.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Neither
      the Agent nor the Security Agent will be liable for any delay (or any
      related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by the Agent or the Security Agent
      if the Agent or the Security Agent has taken all necessary steps as soon
      as reasonably practicable to comply with the regulations or operating
      procedures of any recognised clearing or settlement system used by the
      Agent or the Security Agent for that
purpose.

              


      

       

      
        	
                37.15

              	
                Lenders' indemnity to the
      Agent and the
      Security Agent

              


      

      Each
Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify each of the Agent and
the Security Agent, within three Business Days of demand, against any cost, loss
or liability incurred by the Agent or the Security Agent (otherwise than by
reason of the Agent's or the Security Agent's gross negligence or wilful
misconduct) in acting as Agent or as Security Agent under the Finance Documents
(unless the Agent or the Security Agent has been reimbursed by an Obligor
pursuant to a Finance Document).

       

      
        	
                37.16

              	
                Resignation of the
      Agent and the
      Security Agent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Agent and the Security Agent may resign and appoint one of its Affiliates
      acting through an office in one of the Participating Member States as
      successor by giving notice to the other Finance Parties and the
      Borrowers.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Alternatively
      the Agent and the Security Agent may resign by giving notice to the other
      Finance Parties and the Borrowers, in which case the Majority Lenders
      (after consultation with the German Borrower) may appoint a successor
      Agent or Security Agent.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                If
      the Majority Lenders have not appointed a successor Agent or Security
      Agent in accordance with paragraph (ii) above
      within 30 days after notice of resignation was given, the Agent or the
      Security Agent (after consultation with the German Borrower) may appoint a
      successor Agent or Security Agent (acting through an office in one of the
      Participating Member States).

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      retiring Agent or Security Agent shall, at its own cost, make available to
      the successor Agent or Security Agent such documents and records and
      provide such assistance as the successor Agent or the Security Agent may
      reasonably request for the purposes of performing its functions as Agent
      under the Finance Documents.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The
      Agent's or the Security Agent's resignation notice shall only take effect
      upon the appointment of a
successor.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Upon
      the appointment of a successor, the retiring Agent or the Security Agent
      shall be discharged from any further obligation in respect of the Finance
      Documents but shall remain entitled to the benefit of this Clause 37.  Its successor and each of the other
      Parties shall have the same rights and obligations amongst themselves as
      they would have had if such successor had been an original
      Party.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                After
      consultation with the German Borrower, the Majority Lenders may, by notice
      to the Agent or the Security Agent, require it to resign in accordance
      with paragraph (ii) above.  In this
      event, the Agent or the Security Agent shall resign in accordance with
      paragraph (ii)
above.

              


      

       

      
        	
                37.17

              	
                Confidentiality

              


      

       

      
        	
                 
      

              	
                (i)

              	
                In
      acting as agent for the Finance Parties or as security agent for the
      Secured Parties, as the case may be, the Agent and the Security Agent
      shall be regarded as acting through its agency division which shall be
      treated as a separate entity from any other of its divisions or
      departments.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      information is received by another division or department of the Agent or
      the Security Agent, it may be treated as confidential to that division or
      department and neither the Agent nor the Security Agent shall not be
      deemed to have notice of it.

              


      

       

      
        	
                37.18

              	
                Relationship with the
      Lenders

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Agent and the Security Agent may treat each Lender as a Lender, entitled
      to payments under this Agreement and acting through its Facility Office
      unless it has received not less than five Business Days prior notice from
      that Lender to the contrary in accordance with the terms of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Each
      Lender shall supply the Agent with any information required by the Agent
      in order to calculate the Mandatory Cost in accordance with Schedule 4
      (Mandatory Cost
      formulae).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Each
      Secured Party shall supply the Agent with any information that the
      Security Agent may reasonably specify (through the Agent) as being
      necessary or desirable to enable the Security Agent to perform its
      functions as security agent.  Each Lender shall deal with the
      Security Agent exclusively through the Agent and shall not deal directly
      with the Security Agent

              


      

       

      
        	
                37.19

              	
                Credit appraisal by the
      Secured
      Parties

              


      

      Without
affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Secured Party confirms
to the Agent, the Mandated Lead Arranger and the Security Agent that it has
been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any
Finance Document including but not limited to:

       

      
        	
                 
      

              	
                (i)

              	
                the
      financial condition, status and nature of each member of the
      Group;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and the Transaction Security and any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance Document or the Transaction
      Security;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                whether
      that Secured Party has recourse, and the nature and extent of that
      recourse, against any Party or any of its respective assets under or in
      connection with any Finance Document, the Transaction Security, the
      transactions contemplated by the Finance Documents or any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance
  Document;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      adequacy, accuracy and/or completeness of any information provided by the
      Agent, the Security Agent, any Party or by any other person under or in
      connection with any Finance Document, the transactions contemplated by the
      Finance Documents or any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      right or title of any person in or to, or the value or sufficiency of any
      part of the Charged Property, the priority of any of the Transaction
      Security or the existence of any Security affecting the Charged
      Property.

              


      

       

      
        	
                37.20

              	
                Application of
      proceeds

              


      

      To the
extent that the Agent or the Security Agent receives monies pursuant to or as a
result of any breach of any Finance Document to be applied in discharging any
obligation (whether actual or contingent, present or future) of any Obligor
under any Finance Document, such monies shall be applied in the order set out in
Clause 41.5 (Partial
Payments).

       

      
        	
                37.21

              	
                Release of Transaction
      Security

              


      

      If the
Security Agent, with the approval of the Majority Lenders, shall determine that
all obligations the discharge of which is secured by the Security Documents have
been full and finally discharged and none of the Lenders is under any
commitment, obligation or liability (whether actual or contingent) to make
advances or provide other financial accommodation to the Borrowers under this
Agreement the Security Agent shall release all of the security then held by it,
whereupon each of the Security Agent, the Agent, the Mandated Lead Arranger, the
Lenders and the Obligors shall be released from its obligations hereunder or
under the other Finance Documents (save for those which arose prior to such
winding-up) and Kronos Denmark shall be released from its obligations under the
Finance Documents.

       

      
        	
                37.22

              	
                Reference
      Banks

              


      

      If a
Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it
is an Affiliate) ceases to be a Lender, the Agent shall (with the approval of
the German Borrower which approval shall not be unreasonably withheld or
delayed) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.

       

      
        	
                37.23

              	
                Deduction from amounts payable
      by the Agent

              


      

      If any
Party owes an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to
make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so
deducted.

       

       

      
        	
                38.

              	
                CONDUCT OF BUSINESS BY THE
      FINANCE PARTIES

              


      

       

      Subject
to the provisions of Clause 27 (Mitigation by the Lenders) no
provision of this Agreement will:

       

      
        	
                 
      

              	
                (i)

              	
                interfere
      with the right of any Finance Party to arrange its affairs (tax or
      otherwise) in whatever manner it thinks
fit;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                oblige
      any Finance Party to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                oblige
      any Finance Party to disclose any information relating to its affairs (tax
      or otherwise) or any computations in respect of
  Tax.

              


      

       

       

      
        	
                39.

              	
                SHARING AMONG THE FINANCE
      PARTIES

              


      

       

      
        	
                39.1

              	
                Payments to Finance
      Parties

              


      

       

      If a
Finance Party (a "Recovering
Finance Party") receives or recovers any amount from an Obligor other
than in accordance with Clause 41 (Payment mechanics) or
Clause 37.20 (Application of proceeds) and
applies that amount to a payment due under the Finance Documents
then:

       

      
        	
                 
      

              	
                (i)

              	
                the
      Recovering Finance Party shall, within three Business Days, notify details
      of the receipt or recovery, to the
Agent;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Finance Party would have been paid had the receipt
      or recovery been received or made by the Agent and distributed in
      accordance with Clause 41 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Agent in
      relation to the receipt, recovery or distribution;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Recovering Finance Party shall, within three Business Days of demand by
      the Agent, pay to the Agent an amount (the "Sharing Payment") equal
      to such receipt or recovery less any amount which the Agent determines may
      be retained by the Recovering Finance Party as its share of any payment to
      be made, in accordance with Clause 41.5
      (Partial
      payments).

              


      

       

      
        	
                39.2

              	
                Redistribution of
      payments

              


      

      The Agent
shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 41.5 (Partial
payments).

       

      
        	
                39.3

              	
                Recovering Finance Party's
      rights

              


      

      The
Recovering Finance Party will be assigned the claims (or the part thereof) to
which the Sharing Payment is allocated (and the relevant Obligor shall be liable
to the Recovering Finance Party in an amount equal to the Sharing
Payment).

       

      
        	
                39.4

              	
                Reversal of
      redistribution

              


      

      If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

       

      
        	
                 
      

              	
                (i)

              	
                each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 39.2 (Redistribution of
      payments) shall, upon request of the Agent, pay to the Agent for
      account of that Recovering Finance Party an amount equal to the
      appropriate part of its share of the  Sharing Payment (together
      with an amount as is necessary to reimburse that Recovering Finance Party
      for its proportion of any interest on the Sharing Payment which that
      Recovering Finance Party is required to pay);
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      Recovering Finance Party's rights to an assignment in respect of any
      reimbursement shall be cancelled and the relevant Obligor will be liable
      to the reimbursing party for the amount so reimbursed and such Recovering
      Finance Party shall re-assign to the relevant Finance Party any amount
      assigned to it by such Finance Party pursuant to Clause 39.3.

              


      

       

      
        	
                39.5

              	
                Exceptions

              


      

       

      
        	
                 
      

              	
                (i)

              	
                This
      Clause 39 shall not apply to the extent
      that the Recovering Finance Party would not, after making any payment
      pursuant to this Clause, have a valid and enforceable claim against the
      relevant Obligor.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      Recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the Recovering Finance Party has received or
      recovered as a result of taking legal or arbitration proceedings,
      if:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                it
      notified that other Finance Party of the legal or arbitration proceedings;
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                that
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

              


      

       

       

      
        	
                40.

              	
                THE LENDERS AND THE FRONTING
      BANK

              


      

       

      
        	
                40.1

              	
                Lenders'
      Indemnity

              


      

      If any
Borrower fails to comply with its obligations under Clause 17.2 (Borrowers' Indemnity to Fronting
Banks) the Agent shall make demand on each Lender for its share of that
L/C Amount and, subject to Clause 40.2 (Direct Participation), each
Lender shall indemnify the Fronting Bank for that Lender's L/C Proportion of the
L/C Amount.

       

      
        	
                40.2

              	
                Direct
      Participation

              


      

      If any
Lender is not permitted (by its constitutional documents or any applicable law)
to comply with Clause 40.1 (Lenders' Indemnity) then that
Lender will not be obliged to comply with Clause 40.1 (Lenders' Indemnity) and shall
instead be deemed to have taken, on the date the Letter of Credit is issued (or
if later, on the date that L/C Proportion is transferred or assigned to such
Lender in accordance with the terms of this Agreement), an undivided interest
and participation in that Letter of Credit in an amount equal to that Lender's
L/C Proportion of that Letter of Credit.  On receipt of demand by the
Agent in accordance with Clause 40.1 (Lenders' Indemnity), each
such Lender shall pay to the Agent (for the account of the Fronting Bank) its
L/C Proportion of any L/C Amount.

       

      
        	
                40.3

              	
                Obligations not
      Discharged

              


      

      Neither
the obligations of each Lender in this Clause 40 nor the rights, powers and remedies conferred upon
the Fronting Bank by this Agreement or by law shall be discharged, impaired or
otherwise affected by:

       

      
        	
                 
      

              	
                (i)

              	
                the
      winding-up, dissolution, administration or re-organisation of the Fronting
      Bank, the Borrower or any other person or any change in its status,
      function, control or ownership;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      of the obligations of the Fronting Bank, the Borrower or any other person
      under this Agreement, under a Letter of Credit or under any other security
      taken in respect of its obligations under this Agreement or under a Letter
      of Credit being or becoming illegal, invalid, unenforceable or ineffective
      in any respect;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                time
      or other indulgence being granted or agreed to be granted to the Fronting
      Bank, the Borrower or any other person in respect of its obligations under
      this Agreement, under a Letter of Credit or under any other
      security;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      amendment to, or any variation, waiver or release of, any obligation of
      the Fronting Bank, the Borrower or any other person under this Agreement,
      under a Letter of Credit  or under any other security;
      and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      other act, event or omission which, but for this Clause 40.3, might operate to discharge, impair or
      otherwise affect any of the obligations of each Lender in this Agreement
      contained or any of the rights, powers or remedies conferred upon any
      Fronting Bank by this Agreement or by
law.

              


      

       

      The
obligations of each Lender in this Agreement contained shall be in addition to
and independent of every other security which the Fronting Bank may at any time
hold in respect of any Letter of Credit.

       

      
        	
                40.4

              	
                Settlement
      Conditional

              


      

      Any
settlement or discharge between a Lender and the Fronting Bank shall be
conditional upon no security or payment to the Fronting Bank by a Lender or any
other person on behalf of a Lender being avoided or reduced by virtue of any
laws relating to bankruptcy, insolvency, liquidation or similar laws of general
application and, if any such security or payment is so avoided or reduced, the
Fronting Bank shall be entitled to recover the value or amount of such security
or payment from such Lender subsequently as if such settlement or discharge had
not occurred.

       

      
        	
                40.5

              	
                Exercise of
      Rights

              


      

      The
Fronting Bank shall not be obliged before exercising any of the rights, powers
or remedies conferred upon them in respect of any Lender by this Agreement or by
law:

       

      
        	
                 
      

              	
                (i)

              	
                to
      take any action or obtain judgment in any court against the
      Borrower;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      make or file any claim or proof in a winding-up or dissolution of the
      Borrower; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                to
      enforce or seek to enforce any other security taken in respect of any of
      the obligations of the Borrower under this
  Agreement.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
11

      ADMINISTRATION

       

       

      
        	
                41.

              	
                PAYMENT
      MECHANICS

              


      

       

      
        	
                41.1

              	
                Payments to the
      Agent

              


      

       

      
        	
                 
      

              	
                (i)

              	
                On
      each date on which an Obligor or a Lender is required to make a payment
      under a Finance Document, that Obligor or Lender shall make the same
      available to the Agent (unless a contrary indication appears in a Finance
      Document) for value on the due date at the time and in such funds
      specified by the Agent as being customary at the time for settlement of
      transactions in the relevant currency in the place of
    payment.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Payment
      shall be made to such account in the principal financial centre of the
      country of that currency (or, in relation to euro, in a principal
      financial centre in a Participating Member State or London) with such bank
      as the Agent specifies.

              


      

       

      
        	
                41.2

              	
                Distributions by the
      Agent

              


      

      Each
payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 41.3 (Distributions to an Obligor)
and Clause 41.4 (Clawback) and Clause 37.23 (Deduction from amounts payable by
the Agent) be made available by the Agent as soon as practicable after
receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of a Lender, for the account of its Facility Office), to
such account as that Party may notify to the Agent by not less than five
Business Days' notice with a bank in the principal financial centre of the
country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London).

       

      
        	
                41.3

              	
                Distributions to an
      Obligor

              


      

      The Agent
may (with the consent of the Obligor or in accordance with Clause 42 (Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

       

      
        	
                41.4

              	
                Clawback

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Where
      a sum is to be paid to the Agent under the Finance Documents for another
      Party, the Agent is not obliged to pay that sum to that other Party (or to
      enter into or perform any related exchange contract) until it has been
      able to establish to its satisfaction that it has actually received that
      sum.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      the Agent pays an amount to another Party and it proves to be the case
      that the Agent had not actually received that amount, then the Party to
      whom that amount (or the proceeds of any related exchange contract) was
      paid by the Agent shall on demand refund the same to the Agent together
      with interest on that amount from the date of payment to the date of
      receipt by the Agent, calculated by the Agent to reflect its cost of
      funds.

              


      

       

      
        	
                41.5

              	
                Partial
      payments

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      the Agent receives a payment that is insufficient to discharge all the
      amounts then due and payable by an Obligor under the Finance Documents,
      the Agent shall apply that payment towards the obligations of that Obligor
      under the Finance Documents in the following
  order:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                first, in or towards
      payment pro rata
      of any unpaid fees, costs and expenses of the Agent and the Security Agent
      under the Finance Documents;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                secondly, in or towards
      payment of any demand made by the Fronting Bank in respect of a payment
      made or to be made by it under a Letter of
  Credit;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                thirdly, in or towards
      payment pro rata
      of any accrued interest, commission or Fronting Bank Fee due but unpaid
      under this Agreement;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                fourthly, in or towards
      payment pro rata
      of any Outstandings due but unpaid under this Agreement;
    and

              


      

       

      
        	
                 
      

              	
                (E)

              	
                fifthly, in or towards
      payment pro rata
      of any other sum due but unpaid under the Finance
    Documents.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Agent shall, if so directed by the Majority Lenders, vary the order set
      out in paragraphs (i)(B) to (E)
      above.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Paragraphs
      (i) and (ii) above
      will override any appropriation made by an
  Obligor.

              


      

       

      
        	
                41.6

              	
                No set-off by
      Obligors

              


      

      All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

       

      
        	
                41.7

              	
                Business
      Days

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

              


      

       

      
        	
                41.8

              	
                Currency of
      account

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to paragraphs (ii) to (vi) below, the Base Currency is the currency of
      account and payment for any sum due from an Obligor under any Finance
      Document.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
      be made in the currency in which that Loan or Unpaid Sum is denominated on
      its due date.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Each
      payment in respect of a Letter of Credit (including any Cash Collateral in
      respect of a Letter of Credit) shall be made in the Base
      Currency.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Each
      payment of interest shall be made in the currency in which the sum in
      respect of which the interest is payable was denominated when that
      interest accrued.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Any
      amount expressed to be payable in a currency other than the Base Currency
      shall be paid in that other
currency.

              


      

       

      
        	
                41.9

              	
                Change of
      currency

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Unless
      otherwise prohibited by law, if more than one currency or currency unit
      are at the same time recognised by the central bank of any country as the
      lawful currency of that country,
then:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      reference in the Finance Documents to, and any obligations arising under
      the Finance Documents in, the currency of that country shall be translated
      into, or paid in, the currency or currency unit of that country designated
      by the Agent (after consultation with the German Borrower);
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      translation from one currency or currency unit to another shall be at the
      official rate of exchange recognised by the central bank for the
      conversion of that currency or currency unit into the other, rounded up or
      down by the Agent (acting
reasonably).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      a change in any currency of a country occurs, this Agreement will, to the
      extent the Agent (acting reasonably and after consultation with the German
      Borrower) specifies to be necessary, be amended to comply with any
      generally accepted conventions and market practice in the Relevant
      Interbank Market and otherwise to reflect the change in
      currency.

              


      

       

       

      
        	
                42.

              	
                SET-OFF

              


      

       

      A Finance
Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of the
place of payment, booking branch or currency of either obligation.  If
the obligations are in different currencies, the Finance Party may convert
either obligation at a market rate of exchange in its usual course of business
for the purpose of the set-off.

       

       

      
        	
                43.

              	
                NOTICES

              


      

       

      
        	
                43.1

              	
                Communications in
      writing

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      communication to be made under or in connection with the Finance Documents
      shall be made in writing and, unless otherwise stated, may be made by fax,
      letter or telex.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      document to be delivered pursuant to Clause 12.1 (Initial conditions
      precedent) shall be delivered in original form or a certified copy,
      certified as a true and up-to-date copy by an authorised
      signatory.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Any
      Utilisation Request shall be confirmed by letter, although failure to do
      so shall not invalidate the original
request.

              


      

       

      
        	
                43.2

              	
                Addresses

              


      

      The
address, fax number and telex number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
the Finance Documents is:

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of each Obligor, that identified with its name
    below;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of each Lender and the Fronting Bank, that notified in writing to
      the Agent on or prior to the date on which it becomes a Party;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of the Agent and the Security Agent, that identified with its
      name below,

              


      

       

      or any
substitute address, fax number, telex number or department or officer as the
Party may notify to the Agent (or the Agent may notify to the other Parties, if
a change is made by the Agent) by not less than five Business Days'
notice.

       

      
        	
                43.3

              	
                Delivery

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      communication or document made or delivered by one person to another under
      or in connection with the Finance Documents will only be
      effective:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                if
      by way of fax, when received in legible form;
or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                if
      by way of letter, when it has been left at the relevant address or five
      Business Days after being deposited in the post postage prepaid in an
      envelope addressed to it at that address;
or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                if
      by way of telex, when despatched, but only if, at the time of
      transmission, the correct answerback appears at the start and at the end
      of the sender's copy of the notice;

              


      

       

      and, if a
particular department or officer is specified as part of its address details
provided under Clause 43.2 (Addresses), if addressed to
that department or officer.

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      communication or document to be made or delivered to the Agent or the
      Security Agent will be effective only when actually received by the Agent
      or the Security Agent and then only if it is expressly marked for the
      attention of the department or officer identified with the Agent's or the
      Security Agent's signature below (or any substitute department or officer
      as the Agent shall specify in writing for this
  purpose).

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                All
      notices from or to an Obligor shall be sent through the
    Agent.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Any
      communication or document made or delivered to the German Borrower in
      accordance with this Clause will be deemed to have been made or
      delivered to each of the Obligors.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                All
      notices to a Lender or the Fronting Bank from the Security Agent shall be
      sent through the Agent.

              


      

       

      
        	
                43.4

              	
                Notification of address, fax
      number and telex number

              


      

      Promptly
upon receipt of notification of an address, fax number and telex number or
change of address, fax number or telex number pursuant to Clause 43.2 (Addresses) or changing its
own address, fax number or telex number, the Agent shall notify the other
Parties.

       

      
        	
                43.5

              	
                Electronic
      communication

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      communication to be made between the Agent or the Security Agent and a
      Lender under or in connection with the Finance Documents may be made by
      electronic mail or other electronic means, if the Agent, the Security
      Agent, the Fronting Bank and the relevant
  Lender:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                notify
      each other of any change to their address or any other such information
      supplied by them.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      electronic communication made between the Agent or the Security Agent and
      a Lender and/or the Fronting Bank will be effective only when actually
      received in readable form and in the case of any electronic communication
      made by a Lender or the Fronting Bank to the Agent or the Security Agent
      only if it is addressed in such a manner as the Agent or the Security
      Agent shall specify for this
purpose.

              


      

       

      
        	
                43.6

              	
                English
      language

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Any
      notice given under or in connection with any Finance Document must be in
      English.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                All
      other documents provided under or in connection with any Finance Document
      must be:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                in
      English; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                if
      not in English, and if so required by the Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

              


      

       

       

      
        	
                44.

              	
                CALCULATIONS AND
      CERTIFICATES

              


      

       

      
        	
                44.1

              	
                Accounts

              


      

      In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.

       

      
        	
                44.2

              	
                Certificates and
      Determinations

              


      

      Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document shall contain reasonable details of the relevant calculation
and is, in the absence of manifest error, prima facie evidence of the matters to
which it relates.

       

      
        	
                44.3

              	
                Day count
      convention

              


      

      Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant
Interbank Market differs, in accordance with that market practice.

       

       

      
        	
                45.

              	
                PARTIAL
      INVALIDITY

              


      

       

      If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.

       

       

      
        	
                46.

              	
                REMEDIES AND
      WAIVERS

              


      

       

      No
failure to exercise, nor any delay in exercising, on the part of any Secured
Party or the Mandated Lead Arranger, any right or remedy under the Finance
Documents shall operate as a waiver, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise or the exercise of any
other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided by
law.

       

       

      
        	
                47.

              	
                AMENDMENTS AND
      WAIVERS

              


      

       

      
        	
                47.1

              	
                Required
      consents

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to Clause 47.2 (Exceptions) and
      Clause 37.21 (Release of Transaction
      Security) any term of the Finance Documents may be amended or
      waived only with the consent of the Majority Lenders and the Obligors and
      any such amendment or waiver will be binding on all
    Parties.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Agent, or in respect of the Security Documents the Security Agent may
      effect, on behalf of any Finance Party, any amendment or waiver permitted
      by this Clause.

              


      

       

      
        	
                47.2

              	
                Exceptions

              


      

       

      
        	
                 
      

              	
                (i)

              	
                An
      amendment or waiver that has the effect of changing or which relates
      to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      definition of "Majority Lenders" in Clause 9.1 (Definitions);

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      definition of "Availability
Period";

              


      

       

      
        	
                 
      

              	
                (C)

              	
                an
      extension to the date of payment of any amount of principal, interest,
      fees or commission under the Finance
Documents;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                a
      reduction in the Margin, the L/C Commission Rate or a reduction in the
      amount of any payment of principal, interest, fees or commission
      payable;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                an
      increase in or an extension of any
Commitment;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                a
      change to the Borrowers or
Guarantors;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                any
      provision which expressly requires the consent of all the
      Lenders;

              


      

       

      
        	
                 
      

              	
                (H)

              	
                Clause 10.2 (Finance Parties' rights and
      obligations), Clause 29 (Guarantee and
      indemnity), Clause 35 (Changes to the Lenders)
      or this Clause 47;

              


      

       

      
        	
                 
      

              	
                (I)

              	
                the
      nature or scope of the Charged Property or the manner in which the
      proceeds of enforcement of the Transaction Security are
      distributed,

              


      

       

      shall not
be made without the prior consent of all the Lenders.

       

      
        	
                 
      

              	
                (ii)

              	
                An
      amendment or waiver which relates to the rights or obligations of the
      Agent, the Security Agent, the Mandated Lead Arranger or the Fronting Bank
      may not be effected without the consent of the Agent, the Security Agent,
      the Mandated Lead Arranger or the Fronting
Bank.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
12

      GOVERNING
LAW AND ENFORCEMENT

       

       

      
        	
                48.

              	
                GOVERNING
      LAW

              


      

       

      This
Agreement is governed by the laws of the Federal Republic of
Germany.

       

       

      
        	
                49.

              	
                ENFORCEMENT

              


      

       

      
        	
                49.1

              	
                Jurisdiction of German
      courts

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      courts of Frankfurt am Main have exclusive jurisdiction to settle any
      dispute arising out of or in connection with this Agreement (including a
      dispute regarding the existence, validity or termination of this
      Agreement) (a "Dispute").

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Parties agree that the courts of Frankfurt am Main are the most
      appropriate  and convenient courts to settle Disputes and
      accordingly no Party will argue to the
contrary.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                This
      Clause 41.1 is for the benefit of the Finance Parties only. As a result,
      no Finance Party shall be prevented from taking proceedings relating to a
      Dispute in any other courts with jurisdiction.  To the extent
      allowed by law, the Finance Parties may take concurrent proceedings in any
      number of jurisdictions.

              


      

       

      
        	
                49.2

              	
                Service of
      process

              


      

      Without
prejudice to any other mode of service allowed under any relevant law, each
Obligor:

       

      
        	
                 
      

              	
                (i)

              	
                irrevocably
      appoints the German Borrower as its agent for service of process in
      relation to any proceedings before the German courts in connection with
      any Finance Document; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                agrees
      that failure by a process agent to notify the relevant Obligor of the
      process will not invalidate the proceedings
  concerned.

              


      

       

      This
Agreement has been entered into on the date stated at the beginning of this
Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      EXECUTION
PAGE

       

      The
Borrowers

       

      KRONOS
TITAN GMBH & CO. OHG

       

      By: Dr.
Ulrich
Fiand                                                      Volker
Roth

       

      Address:                      Peschstraße
5

       

      51373 Leverkusen

       

      Germany

       

      Tel:                      +49
214 3562201

       

      Fax:                      +49
214 42162

       

      E-mail:                                volker.roth@nli-usa.com

       

      Attention
of:                                Volker
Roth - Financial Controller

       

      


       

      KRONOS
EUROPE S.A./N.V.

       

      By: Erik
van der Auwera

       

      Address:                      Langerbruggekaai
10

       

      B 9000 Gent

       

      Belgium

       

      Tel:                      +32
925 40341

       

      Fax:                      +32
925 36553

       

      E-mail:                                Erik.VanderAuwera@nli-usa.com

       

      Attention
of:                                Erik
Van Der Auwera

       

      


       

      KRONOS
TITAN AS

       

      By: Terje
Karlsen

       

      Address:                      Titangaten
1

       

      Fredrikstad Ostfold

       

      Norway

       

      Tel:                      +47
69 30 9020

       

      Fax:                      +47
69 30 9001

       

      E-mail:                                Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

       

      Attention
of:                                Terje
Haglund - Financial Controller / Terje Karlsen - Manager

       

      


       

      TITANIA
AS

       

      By: Terje
Karlsen

       

      Address:                      Titangaten
1

       

      Fredrikstad Ostfold

       

      Norway

       

      Tel:                      +47
69 30 9020

       

      Fax:                      +47
69 30 9001

       

      E-mail:                                Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

       

      Attention
of:                                Terje
Haglund - Financial Controller / Terje Karlsen - Manager

       

      


       

      The
Guarantors

       

      KRONOS
TITAN GMBH & CO. OHG

       

      By: Dr.
Ulrich
Fiand                                                      Volker
Roth

       

      Address:                      Peschstraße
5

       

      51373 Leverkusen

       

      Germany

       

      Tel:                      +49
214 3562201

       

      Fax:                      +49
214 42162

       

      E-mail:                                volker.roth@nli-usa.com

       

      Attention
of:                                Volker
Roth - Financial Controller

       

      


       

      KRONOS
EUROPE S.A./N.V.

       

      By: Erik
van der Auwera

       

      Address:                      Langerbruggekaai
10

       

      B 9000 Gent

       

      Belgium

       

      Tel:                      +32
925 40341

       

      Fax:                      +32
925 36553

       

      E-mail:                                Erik.VanderAuwera@nli-usa.com

       

      Attention
of:                                Erik
Van Der Auwera

       

      


       

      KRONOS
NORGE AS

       

      By: Terje
Karlsen

       

      Address:                      Titangaten
1

       

      Fredrikstad Ostfold

       

      Norway

       

      Tel:                      +47
69 30 9020

       

      Fax:                      +47
69 30 9001

       

      E-mail:                                Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

       

      Attention
of:                                Terje
Haglund - Financial Controller / Terje Karlsen - Manager

       

      


       

      Kronos
Denmark

       

      KRONOS
DENMARK APS

       

      By:
Volker Roth

       

      Address:                      Hanne
Vielsens Vej 10

       

      2840 Holte

       

      Denmark

       

      Tel:                      +49
69 214 356 2201

       

      Fax:                      +49
214 42 162

       

      E-mail:                                volker.roth@nli-usa.com

       

      Attention
of:                                Volker
Roth

       

      


       

      The
Mandated Lead Arranger

       

      DEUTSCHE
BANK AG

       

      By:
Olivier
Cébelieu                                                      Mark
van den Arend

       

      Address:                      Taunusanlage
12

       

      60325 Frankfurt

       

      Tel:                      +49
69 910 32426/32423

       

      Fax:                      +49
69 910 38793/32427

       

      E-mail:                                mark-van-den.arend@db.com;
ralph-dieter.vogel@db.com

       

      Attention
of:                                Mark
van den Arend; Ralph-Dieter Vogel

       

      


       

      The
Agent

       

      DEUTSCHE
BANK LUXEMBOURG S.A.

       

      By:
Christoph Koch

       

      Address:                      2,
Boulevard Konrad Adenauer

       

      L-1115 Luxembourg

       

      Tel:                      +352
421 22331/329

       

      Fax:                      +352
421 22287

       

      E-mail:                                christoph.koch@db.com;
inge.palzer@db.com

       

      Attention
of:                                Christoph
Koch; Inge Palzer

       

      


       

      The
Security Agent

       

      DEUTSCHE
BANK LUXEMBOURG S.A.

       

      By:
Christoph Koch

       

      Address:                      2,
Boulevard Konrad Adenauer

       

      L-1115 Luxembourg

       

      Tel:                      +352
421 22 331/329

       

      Fax:                      +352
421 22 287

       

      E-mail:                                christoph.koch@db.com;
inge.palzer@db.com

       

      Attention
of:                                Christoph
Koch/Inge Palzer

       

      


       

      The
Lenders

       

      DEUTSCHE
BANK LUXEMBOURG S.A.

       

      By:
Christoph Koch

       

      Address:                      2,
Boulevard Konrad Adenauer

       

      L-1115 Luxembourg

       

      Tel:                      +352
421 22 331/329

       

      Fax:                      +352
421 22 287

       

      E-mail:                                christoph.koch@db.com;
inge.palzer@db.com

       

      Attention
of:                                Christoph
Koch/Inge Palzer

       

      


       

      COMMERZBANK
AKTIENGESELLSCHAFT, FILIALE KÖLN

       

      By:
Christoph Koch

       

      Address:                      Unter
Sachsenhausen 21-27

       

      D-50667 Köln

       

      Tel:                      +49
221 143 2441/2444

       

      Fax:                      +49
221 143 2196

       

      E-mail:                                peter.manger@commerzbank.com;
stefan.leusser@commerzbank.com

       

      Attention
of:                                Peter
Manger/Stefan Leusser, Abteilung für Firmenkunden (AFK)

       

      


       

      DEN
NORSKE BANK ASA, FILIALE DEUTSCHLAND

       

      By:
Christoph Koch

       

      Address:                      Bleichenbrücke
11

       

      D-20354 Hamburg

       

      Tel:                      +49
40 35 75 2044

       

      Fax:                      +49
40 35 75 20 21

       

      E-mail:                                holger.graflich@dnb.no

       

      Attention
of:                                Holger
Gräflich

       

      


       

      DEXIA
BANK BELGIUM NV/SA

       

      By:
Christoph Koch

       

      Address:                      Pachécolaan
44

       

      B-1000 Brussels

       

      Tel:                      +32
2 204 3883

       

      Fax:                      +32
2 204 4354

       

      E-mail:                                peter.rabaey@dexia.be

       

      Attention
of:                                Peter
Rabaey

       

      


       

      KBC
BANK NV

       

      By:
Christoph Koch

       

      Address:                      Havenlaan
2

       

      B-1080 Brussels

       

      Tel:                      +32
9 210 44 63

       

      Fax:                      +32
9 210 44 41

       

      E-mail:                                etienne.burm@kbc.be

       

      Attention
of:                                KBC
Corporate Branch Gent; Etienne Burm

       

      


       

      DRESDNER
BANK AG IN KÖLN

       

      By:
Christoph Koch

       

      Address:                      Unter
Sachsenhausen 5-17

       

      D-50450 Köln

       

      Tel:                      +49
221 146 2677

       

      Fax:                      +49
221 146 3022

       

      E-mail:                                Rainer.Weiss@Dresdner-Bank.com

       

      Attention
of:                                Unternehmenskunden
Köln Ost, Mr Weiss

       

      THE
FRONTING BANK

       

      KBC
BANK NV

       

      By:
Christoph Koch

       

      Address:                      Havenlaan
2

       

      B-1080 Brussels

       

      Tel:                      +32
9 210 44 63

       

      Fax:                      +32
9 210 44 41

       

      E-mail:                                etienne.burm@kbc.be

       

      Attention
of:                                KBC
Corporate Branch Gent; Etienne Burm

       

      


       

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SIGNATURES

       

      The
Borrowers

       

      Kronos
Titan GmbH

       

      By:

       

      


       

      Kronos
Europe S.A./N.V.

       

      By:

       

      


       

      Kronos
Titan AS

       

      By:

       

      


       

      Titania
AS

       

      By:

       

      


       

      Kronos
Norge AS

       

      By:

       

      


       

      Kronos
Denmark ApS

       

      By:

       

      


       

      The
Guarantors

       

      Kronos
Titan GmbH

       

      By:

       

      


       

      


       

      Kronos
Europe S.A./N.V.

       

      By:

       

      


       

      Kronos
Norge AS

       

      By:

       

      


       

      Kronos
Denmark ApS

       

      By:

       

      


       

      The
Mandated Lead Arranger

       

      Deutsche
Bank AG

       

      By:

       

      


       

      The
Agent and Security Agent

       

      Deutsche
Bank Luxembourg S.A.

       

      By:

       

      


       

      The
Exiting Lenders

       

      


       

      Commerzbank
Aktiengesellschaft, Filiale Köln

       

      By:

       

      


       

      The
Continuing Lenders

       

      Deutsche
Bank Luxembourg S.A.

       

      By:

       

      DnBNOR
Bank ASA 

       

      By:

       

      


       

      KBC Bank
N.V.

       

      By: