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                                    INDENTURE


                           Dated as of April 11, 2006


                                     between


                           KRONOS INTERNATIONAL, INC.,

                                   as Issuer,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee,

                      6-1/2% Senior Secured Notes due 2013





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<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
  Trust Indenture Act Section                                              Indenture Section
  ---------------------------                                              -----------------
      <S>                                                                  <C>
      310  (a)(1)......................................................    7.10
           (a)(2)......................................................    7.10
           (a)(3)......................................................    N.A.
           (a)(4)......................................................    N.A.
           (a)(5)......................................................    7.10
           (b).........................................................    7.3, 7.8, 7.10
           (c).........................................................    N.A.
      311  (a).........................................................    7.11
           (b).........................................................    7.11
           (c).........................................................    N.A.
      312  (a).........................................................    2.5
           (b).........................................................    13.2, 13.3
           (c).........................................................    13.2, 13.3
      313  (a).........................................................    7.6
           (b)(1)......................................................    7.6
           (b)(2)......................................................    7.6, 7.7
           (c).........................................................    7.6, 13.2
           (d).........................................................    7.6
      314  (a).........................................................    4.3, 4.4, 13.5
           (b).........................................................    11.2
           (c)(1)......................................................    4.4, 13.4
           (c)(2)......................................................    13.4
           (c)(3)......................................................    13.4
           (d).........................................................    11.4, 11.6, 11.9
           (e).........................................................    13.5
           (f).........................................................    N.A.
      315  (a).........................................................    7.1, 7.2
           (b).........................................................    7.5
           (c).........................................................    7.1
           (d).........................................................    7.1
           (e).........................................................    6.11
      316  (a)(last sentence)..........................................    2.9
           (a)(1)(A)...................................................    6.5
           (a)(1)(B)...................................................    6.4
           (a)(2)......................................................    N.A.
           (b).........................................................    6.7
           (c).........................................................    2.12
      317  (a)(1)......................................................    6.8
           (a)(2)......................................................    6.9
           (b).........................................................    2.4
      318  (a).........................................................    13.1
           (b).........................................................    N.A.
           (c).........................................................    13.1
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed a part of the
 Indenture.

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                          Page

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>               <C>                                                                                     <C>
Section 1.1.      Definitions...............................................................................1
Section 1.2.      Other Definitions........................................................................23
Section 1.3.      Incorporation by Reference of Trust Indenture Act........................................24
Section 1.4.      Rules of Construction....................................................................25
Section 1.5.      Acts of Holders..........................................................................25

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.      Form and Dating..........................................................................26
Section 2.2.      Execution and Authentication.............................................................27
Section 2.3.      Registrar and Paying Agent...............................................................28
Section 2.4.      Paying Agents to Hold Money in Trust.....................................................29
Section 2.5.      Holder Lists.............................................................................29
Section 2.6.      Transfer and Exchange....................................................................29
Section 2.7.      Replacement Notes........................................................................37
Section 2.8.      Outstanding Notes........................................................................38
Section 2.9.      Treasury Notes...........................................................................38
Section 2.10.     Temporary Notes..........................................................................38
Section 2.11.     Cancellation.............................................................................39
Section 2.12.     Defaulted Interest.......................................................................39
Section 2.13.     Persons Deemed Owners....................................................................39
Section 2.14.     "CUSIP", "ISIN" and "Common Code" Numbers................................................39
Section 2.15.     Designation..............................................................................40
Section 2.16.     Issuance of Additional Notes.............................................................40

                                  ARTICLE III.

                             REDEMPTION AND PURCHASE

Section 3.1.      Notices to Trustee.......................................................................41
Section 3.2.      Selection of Notes.......................................................................41
Section 3.3.      Notice of Redemption or Purchase.........................................................42
Section 3.4.      Effect of Notice of Redemption or Purchase...............................................43
Section 3.5.      Deposit of Redemption Price or Purchase Price............................................43
Section 3.6.      Notes Redeemed or Purchased in Part......................................................44
Section 3.7.      Optional Redemption......................................................................44
Section 3.8.      Special Redemption.......................................................................44
Section 3.9.      Redemption or Purchase upon Change of Control at the Option of the Company...............44
Section 3.10.     Purchase upon Change of Control Offer....................................................45
Section 3.11.     Purchase upon Application of Excess Proceeds.............................................46

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.      Payment of Principal and Interest........................................................48
Section 4.2.      Maintenance of Office or Agency..........................................................48
Section 4.3.      Reports to Holders.......................................................................49
Section 4.4.      Compliance Certificate...................................................................50
Section 4.5.      Taxes....................................................................................50
Section 4.6.      Stay, Extension and Usury Laws...........................................................50
Section 4.7.      Limitation on Restricted Payments........................................................50
Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting
                      Restricted Subsidiaries..............................................................54
Section 4.9.      Limitation on Incurrence of Additional Indebtedness......................................55
Section 4.10.     Limitation on Asset Sales................................................................55
Section 4.11.     Limitations on Transactions with Affiliates..............................................58
Section 4.12.     Limitation on Liens......................................................................59
Section 4.13.     Conduct of Business......................................................................60
Section 4.14.     Maintenance of Properties and Insurance..................................................60
Section 4.15.     Offer to Purchase upon Change of Control.................................................61
Section 4.16.     Limitation of Guarantees by Restricted Subsidiaries......................................62
Section 4.17.     Provision of Security....................................................................62
Section 4.18.     Limitation on Preferred Stock of Restricted Subsidiaries.................................63
Section 4.19.     Payments to the Collateral Agent.........................................................63
Section 4.20.     Corporate Existence......................................................................63
Section 4.21.     Compliance with Laws.....................................................................64

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.................................................64
Section 5.2.      Successor Corporation Substituted........................................................66

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default........................................................................66
Section 6.2.      Acceleration.............................................................................67
Section 6.3.      Other Remedies...........................................................................68
Section 6.4.      Waiver of Past Defaults..................................................................69
Section 6.5.      Control by Majority......................................................................69
Section 6.6.      Limitation on Suits......................................................................69
Section 6.7.      Rights of Holders of Notes to Receive Payment............................................70
Section 6.8.      Collection Suit by Trustee...............................................................70
Section 6.9.      Trustee May File Proofs of Claim.........................................................70
Section 6.10.     Priorities...............................................................................71
Section 6.11.     Undertaking for Costs....................................................................71

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.      Duties of Trustee........................................................................71
Section 7.2.      Rights of Trustee........................................................................72
Section 7.3.      Individual Rights of Trustee.............................................................74
Section 7.4.      Trustee's Disclaimer.....................................................................74
Section 7.5.      Notice of Defaults.......................................................................74
Section 7.6.      Reports by Trustee to Holders of the Notes...............................................74
Section 7.7.      Compensation, Reimbursement and Indemnity................................................74
Section 7.8.      Replacement of Trustee...................................................................76
Section 7.9.      Successor Trustee by Merger, Etc.........................................................77
Section 7.10.     Eligibility; Disqualification............................................................77
Section 7.11.     Preferential Collection of Claims Against Company........................................77
Section 7.12.     Concerning the Trustee and the Collateral................................................77
Section 7.13.     Appointment of Co-Trustee................................................................78
Section 7.14.     Trustee Not Liable for Losses or Damages.................................................79

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.................................79
Section 8.2.      Legal Defeasance and Discharge...........................................................79
Section 8.3.      Covenant Defeasance......................................................................80
Section 8.4.      Conditions to Legal or Covenant Defeasance...............................................80
Section 8.5.      Deposited Money and Government Securities to Be
                  Held in Trust; Other Miscellaneous Provisions.   ........................................82
Section 8.6.      Repayment to the Company.................................................................83
Section 8.7.      Reinstatement............................................................................83

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes......................................................83
Section 9.2.      With Consent of Holders of Notes.........................................................84
Section 9.3.      Compliance with Trust Indenture Act......................................................85
Section 9.4.      Revocation and Effect of Consents........................................................86
Section 9.5.      Notation on or Exchange of Notes.........................................................86
Section 9.6.      Trustee to Sign Amendment, Etc...........................................................86

                                   ARTICLE X.

                           SATISFACTION AND DISCHARGE

Section 10.1.     Satisfaction and Discharge...............................................................86
Section 10.2.     Application of Trust Money...............................................................87

                                   ARTICLE XI.

                             COLLATERAL AND SECURITY

Section 11.1.     Security Documents.......................................................................87
Section 11.2.     Recording, etc...........................................................................88
Section 11.3.     Release of Collateral....................................................................89
Section 11.4.     Satisfaction and Discharge; Defeasance...................................................90
Section 11.5.     Additional Collateral....................................................................90
Section 11.6.     Trust Indenture Act Requirements.........................................................90
Section 11.7.     Authorization of Actions to be Taken by the Trustee or the Collateral Agent
                    Under the Security Documents...........................................................91
Section 11.8.     Release Upon Termination of the Company's Obligations....................................91
Section 11.9.     Intercreditor Agreement..................................................................92
Section 11.10.    Limitation on Duty of Trustee and Collateral Agent of Collateral; Indemnification........92

                                  ARTICLE XII.

                           APPLICATION OF TRUST MONIES

Section 12.1.     Collateral Account.......................................................................92
Section 12.2.     Investment of Trust Monies...............................................................93

                                  ARTICLE XIII.

                                  MISCELLANEOUS

Section 13.1.     Trust Indenture Act Controls.............................................................93
Section 13.2.     Notices..................................................................................93
Section 13.3.     Communication by Holders of Notes with Other Holders of Notes............................95
Section 13.4.     Certificate and Opinion as to Conditions Precedent.......................................95
Section 13.5.     Statements Required in Certificate or Opinion............................................95
Section 13.6.     Rules by Trustee and Agents..............................................................96
Section 13.7.     No Personal Liability of Directors, Officers, Employees and Stockholders.                96
Section 13.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial..........................96
Section 13.9.     No Adverse Interpretation of Other Agreements............................................97
Section 13.10.    Judgment Currency........................................................................97
Section 13.11.    Successors...............................................................................97
Section 13.12.    Severability.............................................................................97
Section 13.13.    Counterpart Originals....................................................................97
Section 13.14.    Table of Contents, Headings, Etc.........................................................97
Section 13.15.    Qualification of Indenture...............................................................98

                                    EXHIBITS

Exhibit A         Form of Series A Note
Exhibit B         Form of Series B Note
Exhibit C(1)      Form of Regulation S Certification
Exhibit C(2)      Form of Certificate to Be Delivered upon Exchange or Registration of Transfer of Notes
Exhibit D         Form of Certificate to Be Delivered in Connection with Transfers to Non QIB
                  Accredited Investors
Exhibit E         Form of Certificate to Be Delivered in Connection with Transfers Pursuant to
                  Regulation S
</TABLE>



<PAGE>




                                    INDENTURE

          INDENTURE  dated as of April 11, 2006  between  Kronos  International,
Inc., a Delaware  corporation (the  "Company"),  and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee").

          Each party  agrees as follows  for the  benefit of the other party and
for the equal  and  ratable  benefit  of the  holders  (the  "Holders"  ) of the
Company's 6-1/2% Senior Secured Notes due 2013:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.

          "Acquired  Indebtedness"  means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or assumed in connection with the acquisition
of assets  from such  Person  and in each case not  incurred  by such  Person in
connection with, or in anticipation or contemplation  of, such Person becoming a
Restricted   Subsidiary   of  the  Company  or  such   acquisition,   merger  or
consolidation,  except for  Indebtedness of a Person or any of its  Subsidiaries
that is repaid at the time such Person  becomes a Restricted  Subsidiary  of the
Company  or at the  time  it  merges  with  or into  the  Company  or any of its
Restricted  Subsidiaries other than from the assets of the Company and its other
Restricted Subsidiaries.

          "Additional   Interest"  means  all  additional  interest  then  owing
pursuant to Section 4 of the  Registration  Rights  Agreement or the  comparable
section of any registration rights agreement entered into in connection with the
issuance of any Additional Notes.

          "Additional  Notes" means Notes having  substantially  identical terms
and  conditions  as the  (euro)400,000,000  aggregate  principal  amount  of the
Company's 6-1/2% Senior Secured Notes issued on the Issue Date,  issued pursuant
to Article II and in compliance with Section 4.9 of this Indenture.

          "Adjusted Bund Rate" means,  with respect to any Redemption  Date, the
mid-market  yield,  under the  heading  which  represents  the  average  for the
immediately prior week,  appearing on Reuters page AABBUND01,  or its successor,
for the maturity  corresponding to April 15, 2013 (if no maturity date is within
three  months  before or after  April 15,  2013,  yields  for the two  published
maturities most closely  corresponding to April 15, 2013 shall be determined and
the Bund yield  shall be  interpolated  or  extrapolated  from such  yields on a
straight line basis,  rounding to the nearest month),  plus 0.50%. The bund rate
shall be calculated on the third Business Day preceding such Redemption Date.

          "Affiliate"  means,  with respect to any specified  Person,  any other
Person who directly or indirectly through one or more  intermediaries  controls,
or is controlled by, or is under common control with, such specified Person. The
term "control"  means the  possession,  directly or indirectly,  of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative of the
foregoing.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Applicable  Premium" means,  with respect to a Note at any Redemption
Date, the greater of (i) 1.0% of the principal  amount of such Note and (ii) the
excess of (A) the present value at such  Redemption  Date of (1) the  redemption
price of such Note on  October  15,  2009  (such  redemption  price  being  that
described  in Section 3.7) plus (2) all required  remaining  scheduled  interest
payments due on such Note through  October 15, 2009,  computed  using a discount
rate equal to the Adjusted Bund Rate, over (B) the principal amount of such Note
on such Redemption Date.  Calculation of the Applicable  Premium will be made by
the  Company or on behalf of the  Company by such  Person as the  Company  shall
designate;  provided,  however,  that  such  calculation  shall not be a duty or
obligation of the Trustee.

          "Asset  Acquisition"  means (1) an  Investment  by the  Company or any
Restricted  Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted  Subsidiary of the Company or of any Restricted
Subsidiary  of the  Company,  or shall be merged with or into the Company or any
Restricted  Subsidiary of the Company,  or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted  Subsidiary of the Company) which  constitute all or  substantially
all of the assets of such Person or comprise any division or line of business of
such Person or any other  properties  or assets of such Person other than in the
ordinary course of business.

          "Asset Sale" means any direct or indirect sale, issuance,  conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business),  assignment  or other  transfer for value by the Company or any of
its Restricted  Subsidiaries  (including any Sale and Leaseback  Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of: (1) any Capital Stock of any  Restricted  Subsidiary of the Company;
or (2) any other property or assets of the Company or any Restricted  Subsidiary
of the Company other than in the ordinary course of business; provided, however,
that asset sales or other dispositions  shall not include:  (a) a transaction or
series  of  related  transactions  for  which  the  Company  or  its  Restricted
Subsidiaries  receive aggregate  consideration of less than $2 million;  (b) the
sale, lease,  conveyance,  disposition or other transfer of all or substantially
all of the assets of the Company as  permitted  under  Section 5.1; (c) sales or
grants  of  licenses  to use the  patents,  trade  secrets,  know-how  and other
intellectual  property of the Company or any of its Restricted  Subsidiaries  to
the extent that any such  license  does not  prohibit  the Company or any of its
Restricted Subsidiaries from using any material technologies licensed or require
the  Company or any of its  Restricted  Subsidiaries  to pay fees (other than de
minimis fees) for use of any material technologies; (d) the sale or discount, in
each case  without  recourse,  of accounts  receivable  arising in the  ordinary
course of business,  but only in  connection  with the  compromise or collection
thereof; (e) disposals or replacements of obsolete,  surplus or unused equipment
in the ordinary course of business; (f) any Restricted Payment not prohibited by
Section  4.7 or that  constitutes  a  Permitted  Investment;  and (g)  Permitted
Affiliate Transactions.

          "Bankruptcy  Law" means Title 11, U.S. Code or any similar  Federal or
state law for the relief of debtors or any  analogous law of any other nation or
legal  jurisdiction  or any  political  subdivision  thereof  for the  relief of
debtors.

          "Board of Directors"  means, as to any Person,  the board of directors
of such Person or any duly authorized committee thereof.

          "Board  Resolution"  means,  with  respect to any Person,  a copy of a
resolution  certified by the Secretary or an Assistant  Secretary of such Person
to have been duly  adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such  certification,  and  delivered to the
Trustee.

          "Business  Day" means any day excluding  Saturday,  Sunday and any day
which is a legal holiday under the laws of New York, London, England, Germany or
Luxembourg  or is a day  on  which  banking  institutions  therein  located  are
authorized or required by law or other governmental action to close.

          "Capital Stock" means:

          (1) with  respect to any  Person  that is a  corporation,  any and all
     shares, interests,  participations or other equivalents (however designated
     and  whether or not voting) of  corporate  stock,  including  each class of
     Common Stock and Preferred Stock of such Person, and all options,  warrants
     or other rights to purchase or acquire any of the foregoing; and

          (2) with respect to any Person that is not a corporation,  any and all
     partnership,  membership or other equity interests of such Person,  and all
     options,  warrants  or other  rights  to  purchase  or  acquire  any of the
     foregoing.

          "Capitalized   Lease  Obligation"   means,  as  to  any  Person,   the
obligations  of such Person under a lease that are required to be classified and
accounted for as capital lease  obligations under GAAP and, for purposes of this
definition,  the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

          "Cash Equivalents" means:

          (1)  marketable  direct  obligations  issued  by,  or  unconditionally
     guaranteed  by, the  government of any member of the European  Union on the
     Issue  Date or the  Kingdom of Norway or the United  States  government  or
     issued by any agency of any of the foregoing  governments and backed by the
     full faith and credit of any such member of the European Union on the Issue
     Date or Norway or the United States,  in each case maturing within one year
     from the date of acquisition thereof;

          (2) marketable direct obligations issued by any member of the European
     Union on the Issue Date or the Kingdom of Norway or any state of the United
     States of America or the District of Columbia or any political  subdivision
     of any  such  state  or  District  or any  public  instrumentality  thereof
     maturing  within one year from the date of acquisition  thereof and, at the
     time of acquisition,  having one of the two highest ratings obtainable from
     either S&P or Moody's;

          (3)  commercial  paper maturing no more than one year from the date of
     creation  thereof  and, at the time of  acquisition,  having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4)  certificates of deposit or bankers'  acceptances  maturing within
     one year from the date of  acquisition  thereof and having,  at the time of
     acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody's
     and  issued  by any bank  organized  under  the laws of any  member  of the
     European  Union on the Issue  Date or the  Kingdom  of Norway or the United
     States of America or any state  thereof or the  District of Columbia or any
     U.S.  branch of a foreign  bank having at the date of  acquisition  thereof
     combined capital and surplus of not less than $250 million;

          (5) repurchase obligations with a term of not more than seven days for
     underlying  securities  of the types  described in clause (1) above entered
     into with any bank  meeting  the  qualifications  specified  in clause  (4)
     above; and

          (6) Investments in money market funds which invest  substantially  all
     their assets in  securities  of the types  described in clauses (1) through
     (5) above.

          "Change  of  Control"  means  the  occurrence  of one or  more  of the
     following events:

          (1) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the  Company to any Person or group of related  Persons  (other than the
     Permitted  Holders)  for  purposes of Section  13(d) of the Exchange Act (a
     "Group"), together with any Affiliates thereof (whether or not otherwise in
     compliance with the provisions of this Indenture);

          (2) the approval by the holders of Capital Stock of the Company of any
     plan or proposal for the liquidation or dissolution of the Company (whether
     or not otherwise in compliance with the provisions of this Indenture);

          (3) any  Person or Group  (other  than the  Permitted  Holders)  shall
     become the owner,  directly or indirectly,  beneficially  or of record,  of
     shares  representing  more than 50% of the aggregate  ordinary voting power
     represented by the issued and outstanding Capital Stock of the Company; or

          (4) the  replacement  of a majority of the Board of  Directors  of the
     Company over a two-year period from the directors who constituted the Board
     of  Directors  of the Company at the  beginning  of such  period,  and such
     replacement  shall  not  have  been  (A)  approved  by a vote of at least a
     majority of the Board of  Directors of the Company then still in office who
     either were  members of such Board of  Directors  at the  beginning of such
     period  or whose  election  as a member  of such  Board  of  Directors  was
     previously so approved or (B) approved by the Permitted  Holders so long as
     the Permitted Holders then beneficially own a majority of the Capital Stock
     of the Company.

          "Clearstream"  shall  mean  Clearstream   Banking,   Societe  Anonyme,
     Luxembourg.

          "Collateral" means,  collectively,  all of the property pledged to the
Trustee  or the  Collateral  Agent for their  respective  benefit  as Trustee or
Collateral  Agent or for the benefit of the Holders,  together with all property
that is from time to time  subject  to the  Security  Interest  of the  Security
Documents.

          "Collateral  Agency  Agreement" means the collateral agency agreement,
dated April [ ], 2006,  among The Bank of New York, as Trustee,  the Company and
U.S. Bank, N.A., as Collateral Agent, as such shall be amended,  supplemented or
replaced from time to time.

          "Collateral Agent" means U.S. Bank, N.A., together with any successors
and assigns.

          "Commission" means the Securities and Exchange Commission.

          "Commodity Agreements" means any commodity futures contract, commodity
option or other similar agreement or arrangement  entered into by the Company or
any of its Restricted Subsidiaries and designed to protect the Company or any of
its Restricted  Subsidiaries  against  fluctuations  in the price of commodities
actually at that time used in the ordinary  course of business of the Company or
its Restricted Subsidiaries.

          "Common  Depository"  means  initially  The Bank of New  York,  London
Branch (or its nominee) or such other common  depository for a Depositary as may
be appointed by such Depositary from time to time.

          "Common  Stock" of any Person  means any and all shares,  interests or
other  participations in, and other equivalents  (however designated and whether
voting or non-voting) of such Person's common stock,  whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

          "Company" means Kronos  International,  Inc., a Delaware  corporation,
until a  successor  Person  shall have become  such  pursuant to the  applicable
provisions of this Indenture, and thereafter means such successor Person.

          "Consolidated  EBITDA"  means,  with  respect to any  Person,  for any
period, the sum (without duplication) of:

          (1) Consolidated Net Income; and

          (2) to the extent Consolidated Net Income has been reduced thereby:

               (a)  all  income   taxes  of  such  Person  and  its   Restricted
          Subsidiaries paid or accrued in accordance with GAAP for such period;

               (b) Consolidated Interest Expense; and

               (c) Consolidated Non-cash Charges,

all as determined  on a  consolidated  basis for such Person and its  Restricted
Subsidiaries in accordance with GAAP.

          "Consolidated  Fixed Charge Coverage Ratio" means, with respect to any
Person,  the ratio of  Consolidated  EBITDA of such Person  during the four full
fiscal  quarters  (the "Four  Quarter  Period")  ending prior to the date of the
transaction  giving rise to the need to calculate the Consolidated  Fixed Charge
Coverage Ratio for which  financial  statements are available (the  "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without  limitation  of the  foregoing,  for purposes of this
definition,  "Consolidated  EBITDA" and  "Consolidated  Fixed  Charges" shall be
calculated  after  giving  effect  on a pro forma  basis for the  period of such
calculation to:

          (1) the incurrence or repayment of any  Indebtedness of such Person or
     any of its  Restricted  Subsidiaries  (and the  application of the proceeds
     thereof)  giving  rise  to the  need  to  make  such  calculation  and  any
     incurrence or repayment of other  Indebtedness  (and the application of the
     proceeds  thereof),  other than the incurrence or repayment of Indebtedness
     in the ordinary course of business for working capital purposes pursuant to
     working capital facilities,  occurring during the Four Quarter Period or at
     any time  subsequent  to the last day of the Four Quarter  Period and on or
     prior to the Transaction  Date, as if such incurrence or repayment,  as the
     case may be (and the application of the proceeds thereof),  occurred on the
     first day of the Four Quarter Period; and

          (2) any asset sales (other than disposals or  replacements of obsolete
     or  unused   equipment  in  the  ordinary  course  of  business)  or  other
     dispositions or Asset  Acquisitions  (including,  without  limitation,  any
     Asset  Acquisition  giving rise to the need to make such  calculation  as a
     result of such Person or one of its Restricted  Subsidiaries (including any
     Person  who  becomes  a  Restricted  Subsidiary  as a result  of the  Asset
     Acquisition)  incurring,  assuming or  otherwise  being liable for Acquired
     Indebtedness and also including any Consolidated  EBITDA (including any pro
     forma expense and cost  reductions  calculated on a basis  consistent  with
     Regulation S-X under the Exchange Act) attributable to the assets which are
     the  subject of the Asset  Acquisition  or asset sale or other  disposition
     during the Four Quarter Period) occurring during the Four Quarter Period or
     at any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction  Date, as if such asset sale or other  disposition
     or Asset Acquisition (including the incurrence, assumption or liability for
     any such  Acquired  Indebtedness)  occurred  on the  first  day of the Four
     Quarter  Period.  If  such  Person  or any of its  Restricted  Subsidiaries
     directly or  indirectly  guarantees  Indebtedness  of a third  Person,  the
     preceding  sentence shall give effect to the incurrence of such  guaranteed
     Indebtedness as if such Person or any Restricted  Subsidiary of such Person
     had directly incurred or otherwise assumed such guaranteed Indebtedness.

          Furthermore,  in calculating "Consolidated Fixed Charges" for purposes
of determining  the  denominator  (but not the numerator) of this  "Consolidated
Fixed Charge Coverage Ratio":

          (1) interest on outstanding  Indebtedness  determined on a fluctuating
     basis  as  of  the  Transaction  Date  and  which  will  continue  to be so
     determined  thereafter  shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such  Indebtedness  in effect on the
     Transaction Date; and

          (2)  notwithstanding   clause  (1)  above,  interest  on  Indebtedness
     determined on a fluctuating  basis,  to the extent such interest is covered
     by  agreements  relating to Interest Swap  Obligations,  shall be deemed to
     accrue at the rate per annum resulting after giving effect to the operation
     of such agreements.

          "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1) Consolidated Interest Expense; plus

          (2) the  product of (x) the  amount of all  dividend  payments  on any
     series of  Preferred  Stock of such Person  (other than  dividends  paid in
     Qualified  Capital Stock) paid,  accrued or scheduled to be paid or accrued
     during such period times (y) a fraction,  the numerator of which is one and
     the  denominator  of  which  is  one  minus  the  then  current   effective
     consolidated  federal,  state and  local  income  tax rate of such  Person,
     expressed as a decimal.

          "Consolidated  Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication:

          (1) the  aggregate  of the  interest  expense  of such  Person and its
     Restricted  Subsidiaries for such period determined on a consolidated basis
     in accordance with GAAP, including without limitation: (a) any amortization
     of debt discount and amortization or write-off of deferred financing costs;
     (b) the net cash costs under Interest Swap Obligations; (c) all capitalized
     interest;  and (d) the interest portion of any deferred payment obligation;
     and

          (2) the interest  component of  Capitalized  Lease  Obligations  paid,
     accrued  and/or  scheduled  to be paid or  accrued  by such  Person and its
     Restricted  Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

          "Consolidated Net Income" means,  with respect to any Person,  for any
period,  the  aggregate  net income (or loss) of such Person and its  Restricted
Subsidiaries for such period on a consolidated  basis,  determined in accordance
with GAAP; provided that there shall be excluded therefrom:

          (1) after-tax gains from Asset Sales (without regard to the $2 million
     limitation set forth in the definition thereof) or abandonments or reserves
     relating thereto;

          (2) after-tax items  classified as  extraordinary  gains in accordance
     with GAAP;

          (3) net  after-tax  expenses  incurred  by the  Company  to redeem its
     8-7/8% senior secured notes due 2009, including but not limited to the full
     redemption  premium  and  write-off  of any  deferred  financing  costs  or
     unamortized premium related thereto, in each case to the extent included in
     the calculation of net income;

          (4) the net income of any Person  acquired in a "pooling of interests"
     transaction accrued prior to the date it becomes a Restricted Subsidiary of
     the referent Person or is merged or  consolidated  with the referent Person
     or any Restricted Subsidiary of the referent Person;

          (5) the net income (but not loss) of any Restricted  Subsidiary of the
     referent  Person to the extent that the declaration of dividends or similar
     distributions by that Restricted Subsidiary of that income is restricted by
     a contract,  operation of law or otherwise;  provided, however, that if the
     Restricted  Subsidiary is able despite any such  restriction  to distribute
     income  or  otherwise  transfer  cash to the  referent  Person by way of an
     intercompany loan or otherwise,  then such income or cash, to the extent of
     such ability, shall not be excluded pursuant to this clause (4);

          (6) the net income of any Person,  other than a Restricted  Subsidiary
     of the  referent  Person,  except  to  the  extent  of  cash  dividends  or
     distributions  paid to the referent Person or to a Wholly Owned  Restricted
     Subsidiary of the referent Person by such Person;

          (7) income or loss attributable to discontinued operations (including,
     without  limitation,  operations  disposed of during such period whether or
     not such operations were classified as  discontinued);  provided,  however,
     that such income or loss shall be included in  Consolidated  Net Income for
     the  purpose of  calculating  Consolidated  Net Income of the  Company  for
     Section 4.7(1)(iii)(v);

          (8) in the case of a successor to the referent Person by consolidation
     or merger or as a transferee of the referent Person's assets,  any earnings
     of the  successor  corporation  prior  to  such  consolidation,  merger  or
     transfer of assets;

          (9) non-cash  charges  relating to compensation  expense in connection
     with benefits provided under employee stock option plans,  restricted stock
     option plans and other employee stock  purchase or stock  incentive  plans;
     and

          (10) income or loss  attributable  solely to  fluctuations in currency
     values  and  related  tax  effects,  in either  case  related  to notes and
     accounts  payable  existing prior to or as of the Issue Date and payable to
     Affiliates of the Company.

          "Consolidated   Net  Worth"  of  any  Person  means  the  consolidated
stockholders'  equity of such  Person,  determined  on a  consolidated  basis in
accordance  with  GAAP,  less  (without  duplication)  amounts  attributable  to
Disqualified Capital Stock of such Person.

          "Consolidated Non-cash Charges" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Restricted  Subsidiaries reducing Consolidated Net Income
of such Person and its Restricted Subsidiaries for such period,  determined on a
consolidated   basis  in  accordance  with  GAAP  (excluding  any  such  charges
constituting an extraordinary  item or loss or any such charge which requires an
accrual of or a reserve for cash charges for any future period).

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee  specified in Section 13.2 of this Indenture or such other address as to
which the Trustee may give notice to the Company.

          "Credit  Agreement" means the Credit Agreement dated June 25, 2002, as
amended through June 14, 2005, among Kronos Titan GmbH, Kronos Europe S.A./N.V.,
Kronos  Titan A/S,  Kronos  Norge A/S,  Titania A/S and Kronos  Denmark ApS, the
lenders party thereto in their  capacities as lenders  thereunder,  and Deutsche
Bank AG, as mandated Lead Arranger,  and Deutsche Bank Luxembourg S.A., as Agent
and Security  Agent,  together with the related  documents  thereto  (including,
without limitation,  any guarantee agreements and security  documents),  in each
case as such agreements may be amended  (including any amendment and restatement
thereof),  supplemented or otherwise  modified from time to time,  including any
agreement  extending  the  maturity  of,  refinancing,  replacing  or  otherwise
restructuring   (including   increasing  the  amount  of  available   borrowings
thereunder  (provided  that such  increase in borrowings is permitted by Section
4.9 of this  Indenture)  or adding  Restricted  Subsidiaries  of the  Company as
additional  borrowers  or  guarantors  thereunder)  all  or any  portion  of the
Indebtedness under such agreement or any successor or replacement  agreement and
whether by the same or any other agent, lender or group of lenders.

          "Currency  Agreement"  means any foreign exchange  contract,  currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any  Restricted  Subsidiary of the Company  against  fluctuations  in
currency values.

          "Default"  means an event or condition the  occurrence of which is, or
with the lapse of time or the  giving  of  notice or both  would be, an Event of
Default.

          "Depositary"  means  Euroclear or Clearstream or a successor  clearing
agency to either or both of them.

          "Disqualified  Capital  Stock" means that portion of any Capital Stock
which,  by  its  terms  (or by  the  terms  of any  security  into  which  it is
convertible or for which it is exchangeable, in either case at the option of the
holder  thereof),  or upon the happening of any event (other than an event which
would  constitute a Change of Control),  matures or is  mandatorily  redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole
option of the holder  thereof  (except,  in each case,  upon the occurrence of a
Change of Control) on or prior to the final maturity date of the Notes.

          "Euro" or "(euro)"  means the currency  introduced at the start of the
third  stage of  economic  and  monetary  union  pursuant  to the Treaty of Rome
establishing the European Community, as amended by the Treaty on European Union,
signed at Maastricht on February 7, 1992.

          "Euroclear" means Morgan Guaranty Trust Company of New York,  Brussels
office, as operator of the Euroclear System.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

          "Exchange  Offer"  means the offer that  shall be made by the  Company
pursuant to the Registration Rights Agreement to exchange the Series A Notes for
the Series B Notes.

          "fair market value" means, with respect to any asset or property,  the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer,  neither of whom is
under undue  pressure or  compulsion  to complete the  transaction.  Fair market
value  shall be  determined  by the Board of  Directors  of the  Company  acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession of the United States, which are in effect as of the Issue Date.

          "Government  Securities" means securities issued or directly and fully
guaranteed or insured by the  government of any member of the European  Union or
the Kingdom of Norway on the Issue Date rated AAA or above.

          "Guarantee" means the guarantee of any Guarantor of the obligations of
the Company  under this  Indenture and the Notes that may be in effect from time
to time.

          "Guarantor" means each of the Company's  Restricted  Subsidiaries that
in the  future  executes  a  supplemental  indenture  in which  such  Restricted
Subsidiary  agrees to be bound by the terms of this  Indenture  as a  Guarantor;
provided that any Person constituting a Guarantor as described above shall cease
to  constitute  a  Guarantor  when  its  respective  Guarantee  is  released  in
accordance with the terms of this Indenture.

          "Holder" means a Person in whose name a Note is registered.

          "Indebtedness" means with respect to any Person, without duplication:

          (1) all Obligations of such Person for borrowed money;

          (2) all  Obligations  of such Person  evidenced by bonds,  debentures,
     notes or other similar instruments;

          (3) all Capitalized Lease Obligations of such Person;

          (4) all  Obligations  of such Person issued or assumed as the deferred
     purchase  price of  property,  all  conditional  sale  obligations  and all
     Obligations under any title retention  agreement (but excluding from all of
     the foregoing trade accounts payable and other accrued  liabilities arising
     in the ordinary course of business);

          (5) all Obligations for the reimbursement of any obligor on any letter
     of credit, banker's acceptance or similar credit transaction;

          (6)  guarantees  and  other  contingent   obligations  in  respect  of
     Indebtedness  referred  to in clauses  (1) through (5) above and clause (8)
     below;

          (7) all  Obligations  of any other  Person of the type  referred to in
     clauses (1)  through  (6) which are secured by any Lien on any  property or
     asset of such Person,  the amount of such Obligation being deemed to be the
     lesser of the fair market value of such  property or asset or the amount of
     the Obligation so secured;

          (8)  all  Obligations   under  Currency   Agreements,   Interest  Swap
     Obligations of such Person and Commodity Agreements; and

          (9) all  Disqualified  Capital  Stock  issued by such  Person with the
     amount of Indebtedness represented by such Disqualified Capital Stock being
     equal to the greater of its voluntary or involuntary liquidation preference
     and its maximum fixed repurchase price, but excluding accrued dividends, if
     any.

          For purposes  hereof,  the  "maximum  fixed  repurchase  price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based  upon,  or  measured  by, the fair  market  value of such  Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the  Board of  Directors  of the  issuer of such  Disqualified  Capital
Stock.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Independent  Financial Advisor" means a firm: (1) which does not, and
whose  directors,  officers and employees or Affiliates do not, have a direct or
indirect  financial  interest in the Company;  and (2) which, in the judgment of
the Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.

          "Initial Purchaser" means Deutsche Bank AG London.

          "Interest  Swap  Obligations"  means  the  obligations  of any  Person
pursuant  to  any  arrangement  with  any  other  Person  whereby,  directly  or
indirectly,  such  Person is  entitled  to  receive  from time to time  periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated  notional  amount in exchange for periodic  payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional  amount and shall  include,  without  limitation,  interest rate swaps,
caps, floors, collars and similar agreements.

          "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including,  without limitation,  a guarantee)
or capital  contribution  to (by means of any transfer of cash or other property
to others or any  payment for  property  or  services  for the account or use of
others),  or any purchase or  acquisition  by such Person of any Capital  Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude (i) extensions of trade credit by the
Company and its Restricted  Subsidiaries  on  commercially  reasonable  terms in
accordance  with  normal  trade  practices  of the  Company  or such  Restricted
Subsidiary,  as the case may be,  provided  that  nothing in this  clause  shall
prevent  the  Company  or  any   Restricted   Subsidiary   from  providing  such
concessionary  trade terms as management deems reasonable in the  circumstances;
and (ii) loans or extensions of credit which  otherwise are Permitted  Affiliate
Transactions.  If the Company or any Restricted  Subsidiary of the Company sells
or otherwise  disposes of any Common Stock of any direct or indirect  Restricted
Subsidiary  of the Company such that,  after  giving  effect to any such sale or
disposition, the Company no longer owns, directly or indirectly, at least 50% of
the outstanding Common Stock of such Restricted Subsidiary, the Company shall be
deemed to have made an  Investment  on the date of any such sale or  disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of.

          "Issue Date" means the date of original issuance of the Notes.

          "Kronos" means Kronos Worldwide, Inc., a Delaware corporation, and its
successors.

          "Lien"  means any lien,  mortgage,  deed of  trust,  pledge,  security
interest,  charge or encumbrance of any kind (including any conditional  sale or
other  title  retention  agreement,  any  lease in the  nature  thereof  and any
agreement to give any security interest).

          "Material Adverse Effect" means, in the aggregate,  a material adverse
effect on the  business,  condition  (financial  or  otherwise)  or  results  of
operations of the Company and its Restricted Subsidiaries taken as a whole.

          "Moody's"  means  Moody's  Investors  Service,  Inc. or any  successor
rating agency.

          "Net  Cash  Proceeds"  means,  with  respect  to any Asset  Sale,  the
proceeds in the form of cash or Cash Equivalents  including  payments in respect
of  deferred  payment  obligations  when  received  in the  form of cash or Cash
Equivalents  (other than the portion of any such deferred  payment  constituting
interest)  received by the Company or any of its  Restricted  Subsidiaries  from
such Asset Sale net of:

          (1) reasonable  out-of-pocket expenses and fees relating to such Asset
     Sale  (including,  without  limitation,  legal,  accounting  and investment
     banking fees and sales commissions);

          (2) taxes paid or payable or reasonably reserved for after taking into
     account any  reduction in  consolidated  tax liability due to available tax
     credits or deductions and any tax sharing arrangements;

          (3)  repayment  of  Indebtedness  that is secured by the  property  or
     assets that are the subject of such Asset Sale; and

          (4)  appropriate  amounts  to  be  provided  by  the  Company  or  any
     Restricted Subsidiary, as the case may be, as a reserve, in accordance with
     GAAP, against any liabilities  associated with such Asset Sale and retained
     by the Company or any Restricted Subsidiary, as the case may be, after such
     Asset   Sale,   including,   without   limitation,    pension   and   other
     post-employment  benefit liabilities,  liabilities related to environmental
     matters and liabilities under any  indemnification  obligations  associated
     with such Asset Sale.

          "NL Industries" means NL Industries,  Inc., a New Jersey  corporation,
and its successors.

          "Notes" means the Series A Notes and the Series B Notes,  if any, that
are issued under this Indenture, as amended or supplemented from time to time.

          "Obligations" means all obligations for principal,  premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "Officer" means, (a) with respect to any Person that is a corporation,
the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating  Officer,  the Chief Financial  Officer,  the Treasurer,  an Assistant
Treasurer,  the Controller,  the Secretary or any  Vice-President of such Person
and (b) with  respect to any other  Person,  the  individuals  selected  by such
Person to perform  functions  similar to those of the officers  listed in clause
(a) of this definition.

          "Officers'  Certificate"  means a certificate  signed on behalf of the
Company by two Officers of the Company,  one of whom must be the Chief Executive
Officer,  the Chief Financial Officer, the Treasurer or the principal accounting
officer of the Company, that meets the requirements of Sections 13.4 and 13.5 of
this Indenture.

          "Opinion  of  Counsel"  means an  opinion  from legal  counsel  who is
reasonably  acceptable to the Trustee,  that meets the  requirements of Sections
13.4 and 13.5 of this Indenture. The counsel may be an employee of or counsel to
the Company or any Subsidiary of the Company.

          "Permitted Holder(s)" means (1) Harold C. Simmons ("Simmons"), (2) any
trust established  primarily for the benefit of Simmons or members of his family
(including his spouse and/or his  descendants  (whether  natural or adopted)) or
both ("Simmons Trust"), (3) trustees,  acting in such capacity, or beneficiaries
of a Simmons Trust to the extent of the beneficial  interest  therein and for so
long as such Simmons Trust exists ("Simmons  Beneficiaries  and Trustees") , (4)
any employee plan or pension fund of the Company or any of its Subsidiaries, (5)
any Person  holding  Capital Stock for or pursuant to the terms of any such plan
or fund and (6) any  Person  controlled  by, or any group made up of, any one or
more of the Persons specified in (1) through (5) above.

          "Permitted  Indebtedness"  means,  without  duplication,  each  of the
following:

          (1) Indebtedness  under the Notes (other than Additional Notes) issued
     in the Offering in an aggregate  principal  amount not to exceed  (euro)400
     million and Guarantees in respect thereof;

          (2)  Indebtedness  incurred  pursuant  to the Credit  Agreement  in an
     aggregate  principal  amount at any time outstanding not to exceed (euro)80
     million less the amount of any principal payments made by the Company under
     the Credit  Agreement  with the Net Cash  Proceeds of any Asset Sale (which
     are accompanied by a corresponding permanent commitment reduction) pursuant
     to Section  4.10(1)(c)(i) or under clause (3) of the definition of Net Cash
     Proceeds;

          (3) other Indebtedness of the Company and its Restricted  Subsidiaries
     outstanding on the Issue Date;

          (4)  Interest  Swap  Obligations  of the  Company  or  any  Restricted
     Subsidiary of the Company  covering  Indebtedness  of the Company or any of
     its Restricted  Subsidiaries;  provided,  however,  that such Interest Swap
     Obligations  are entered  into to protect  the  Company and its  Restricted
     Subsidiaries  from  fluctuations  in  interest  rates  on  its  outstanding
     Indebtedness to the extent the notional  principal  amount of such Interest
     Swap Obligation does not, at the time of the incurrence thereof, exceed the
     principal amount of the Indebtedness to which such Interest Swap Obligation
     relates;

          (5) Indebtedness under Commodity  Agreements and Currency  Agreements;
     provided  that  in  the  case  of  Currency   Agreements  which  relate  to
     Indebtedness,  such Currency Agreements do not increase the Indebtedness or
     trade   payables  (as   applicable)  of  the  Company  and  its  Restricted
     Subsidiaries  outstanding other than as a result of fluctuations in foreign
     currency exchange rates or by reason of fees,  indemnities and compensation
     payable thereunder;

          (6)  Indebtedness  of a  Restricted  Subsidiary  of the Company to the
     Company or to a  Restricted  Subsidiary  of the Company for so long as such
     Indebtedness  is held by the  Company  or a  Restricted  Subsidiary  of the
     Company,  in each case  subject to no Lien held by a Person  other than the
     Company or a Restricted  Subsidiary of the Company or lenders in respect of
     the Credit Agreement or other Permitted  Indebtedness;  provided that if as
     of any date any Person other than the Company or a Restricted Subsidiary of
     the Company  owns or holds any such  Indebtedness  or any Person other than
     the Company or a Restricted Subsidiary of the Company or lenders in respect
     of the Credit  Agreement or other  Permitted  Indebtedness  holds a Lien in
     respect of such  Indebtedness,  such date shall be deemed the incurrence of
     Indebtedness not constituting  Permitted Indebtedness by the issuer of such
     Indebtedness pursuant to this clause (6);

          (7)  Indebtedness  of the Company to a  Restricted  Subsidiary  of the
     Company for so long as such Indebtedness is held by a Restricted Subsidiary
     of the  Company,  in each case  subject to no Lien other than a Lien of the
     lenders in respect of the Credit Agreement or other Permitted  Indebtedness
     of such Restricted  Subsidiary;  provided that if as of any date any Person
     other than a  Restricted  Subsidiary  of the Company owns or holds any such
     Indebtedness  or any Person other than the lenders in respect of the Credit
     Agreement or other Permitted  Indebtedness  of such  Restricted  Subsidiary
     holds a Lien in respect of such Indebtedness, such date shall be deemed the
     incurrence of Indebtedness not constituting  Permitted  Indebtedness by the
     Company pursuant to this clause (7);

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

          (9) Indebtedness of the Company or any of its Restricted  Subsidiaries
     in respect of bid,  payment or  performance  bonds,  bankers'  acceptances,
     workers'  compensation claims,  surety or appeal bonds, payment obligations
     in  connection  with  self-insurance  or  similar  obligations,   and  bank
     overdrafts  (and  letters  of credit in  respect  thereof)  and  commercial
     letters of credit, in all such cases in the ordinary course of business;

          (10) Refinancing Indebtedness;

          (11) additional  Indebtedness of the Company in an aggregate principal
     amount not to exceed $20 million at any one time outstanding;

          (12) additional Indebtedness of one or more Restricted Subsidiaries of
     the Company in an aggregate  principal  amount not to exceed $20 million at
     any one time  outstanding  (which  amount may, but need not, be incurred in
     whole or in part under the Credit Agreement);

          (13)  Indebtedness of the Company or any Restricted  Subsidiary of the
     Company consisting of guarantees,  indemnities or obligations in respect of
     customary  purchase price adjustments in connection with the acquisition or
     disposition of assets; and

          (14)  Indebtedness  represented by Capitalized  Lease  Obligations and
     Purchase Money Indebtedness of the Company and its Restricted  Subsidiaries
     incurred in the  ordinary  course of business  not to exceed $15 million at
     any one time outstanding.

          For  purposes  of  determining  compliance  with  Section  4.9 of this
Indenture,  in the event that an item of Indebtedness meets the criteria of more
than one of the  categories of Permitted  Indebtedness  described in clauses (1)
through  (14) above or is entitled to be incurred  pursuant to the  Consolidated
Fixed Charge  Coverage Ratio  provisions of Section 4.9 of this  Indenture,  the
Company shall, in its sole discretion,  classify (or later reclassify) such item
of  Indebtedness in any manner that complies with Section 4.9 of this Indenture.
Accrual of interest,  accretion or amortization of original issue discount,  the
payment of interest on any  Indebtedness in the form of additional  Indebtedness
with the same terms,  the payment of dividends on Disqualified  Capital Stock in
the form of additional  shares of the same class of Disqualified  Capital Stock,
and changes in the amount  outstanding  due solely to  fluctuations  in currency
exchange  rates,  will not be deemed to be an incurrence of  Indebtedness  or an
issuance  of  Disqualified  Capital  Stock for  purposes  of Section 4.9 of this
Indenture.

          "Permitted Investments" means, without duplication:

          (1)  Investments  by the Company or any  Restricted  Subsidiary of the
     Company  in any  Person  that  is or will  become  immediately  after  such
     Investment  a  Restricted  Subsidiary  of the Company or that will merge or
     consolidate into the Company or a Restricted Subsidiary of the Company;

          (2)  Investments  in the Company by any  Restricted  Subsidiary of the
     Company;

          (3) Investments in cash and Cash Equivalents;

          (4) loans and  advances to  employees  and officers of the Company and
     its  Restricted  Subsidiaries  in the ordinary  course of business for bona
     fide business purposes;

          (5)  Commodity  Agreements,  Currency  Agreements  and  Interest  Swap
     Obligations  entered  into in the ordinary  course of the  Company's or its
     Restricted  Subsidiaries'  businesses and otherwise in compliance with this
     Indenture;

          (6) additional  Investments  not to exceed $20 million at any one time
     outstanding;

          (7) Investments existing on the Issue Date;

          (8) Investments  resulting from settlements or compromises of accounts
     receivable  or  trade   payables  in  the  ordinary   course  of  business,
     Investments in securities of trade creditors or customers received pursuant
     to any plan of reorganization 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;

          (9) Investments made by the Company or its Restricted  Subsidiaries as
     a result of consideration received or investments deemed made in connection
     with an Asset Sale made in compliance with Section 4.10 of this Indenture;

          (10)   Investments   represented  by  guarantees  that  are  otherwise
     permitted under this Indenture;

          (11)  Investments the payment for which is Qualified  Capital Stock of
     the Company; and

          (12)  Investments  by the Company  consisting  of loans to one or more
     officers,  directors  or  other  employees  of  the  Company  or any of its
     Subsidiaries in connection  with such  officers',  directors' or employees'
     acquisition  of shares of Capital  Stock of the Company or its  Affiliates,
     pursuant  to the  exercise  of stock  options or in  connection  with other
     equity-based compensation.

          "Permitted Liens" means the following types of Liens:

          (1) Liens for taxes,  assessments  or  governmental  charges or claims
     either (a) not  delinquent  or (b)  contested in good faith by  appropriate
     proceedings  and as to which the  Company  or its  Restricted  Subsidiaries
     shall have set aside on its books such reserves as may be required pursuant
     to GAAP;

          (2) statutory Liens of landlords and Liens of carriers,  warehousemen,
     mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
     incurred in the ordinary  course of business for sums not yet delinquent or
     being  contested  in good  faith,  if such  reserve  or  other  appropriate
     provision,  if any,  as shall be  required  by GAAP shall have been made in
     respect thereof;

          (3) Liens 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 Lien  securing  letters of credit
     issued in the ordinary course of business  consistent with past practice in
     connection  therewith,  or to secure the performance of tenders,  statutory
     obligations,  surety and appeal bonds,  bids,  performance  bonds,  leases,
     government  contracts,  performance  and  return-of-money  bonds  and other
     similar  obligations  (exclusive of obligations for the payment of borrowed
     money),  or to secure  letters of  credit,  bankers'  acceptances,  payment
     obligations in connection with  self-insurance  or similar  obligations and
     bank overdrafts (and letters of credit in respect thereof), in each case in
     the ordinary course of business;

          (4)  judgment  Liens not giving rise to an Event of Default so long as
     such Lien is adequately  bonded and any appropriate legal proceedings which
     may have been duly initiated for the review of such judgment shall not have
     been finally  terminated or the period within which such proceedings may be
     initiated shall not have expired;

          (5) easements,  rights-of-way,  zoning  restrictions and other similar
     charges or  encumbrances in respect of real property not interfering in any
     material  respect with the ordinary  conduct of the business of the Company
     or any of its Restricted Subsidiaries;

          (6) any  interest  or title of a lessor  under any  Capitalized  Lease
     Obligation;  provided  that such  Liens do not  extend to any  property  or
     assets  which is not  leased  property  subject to such  Capitalized  Lease
     Obligation;

          (7)  purchase  money Liens to finance the  construction,  acquisition,
     repair of or improvements or additions to property or assets of the Company
     or any Restricted  Subsidiary of the Company,  in each case in the ordinary
     course of business;  provided, however, that (a) the related purchase money
     Indebtedness shall not exceed the cost of such property or assets and shall
     not be secured by any  property or assets of the Company or any  Restricted
     Subsidiary  of the Company  other than the  property and assets so acquired
     and (b) the Lien securing such Indebtedness shall be created within 90 days
     of such construction, acquisition, repair, improvement or addition;

          (8) Liens upon specific items of inventory or other goods and proceeds
     of any Person  securing  such Person's  obligations  in respect of bankers'
     acceptances  issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (9)  Liens  securing   reimbursement   obligations   with  respect  to
     commercial  letters of credit which  encumber  documents and other property
     relating to such letters of credit in the  ordinary  course of business and
     products and proceeds thereof;

          (10) Liens  encumbering  deposits made to secure  obligations  arising
     from statutory,  regulatory,  contractual,  or warranty requirements of the
     Company or any of its Restricted  Subsidiaries,  including rights of offset
     and set-off;

          (11)  Liens  securing   Interest  Swap   Obligations  that  relate  to
     Indebtedness that is otherwise permitted under this Indenture;

          (12)  Liens  securing   Indebtedness  under  Commodity  Agreements  or
     Currency Agreements;

          (13) Liens securing Acquired  Indebtedness incurred in accordance with
     Section 4.9 of this Indenture; provided that:

               (a) such Liens secured such Acquired  Indebtedness at the time of
          and  prior to the  incurrence  of such  Acquired  Indebtedness  by the
          Company or a Restricted Subsidiary of the Company and were not granted
          in connection  with,  or in  anticipation  of, the  incurrence of such
          Acquired Indebtedness by the Company or a Restricted Subsidiary of the
          Company; and

               (b) such Liens do not extend to or cover any  property  or assets
          of the Company or of any of its Restricted Subsidiaries other than the
          property or assets that secured the Acquired Indebtedness prior to the
          time such Indebtedness became Acquired  Indebtedness of the Company or
          a Restricted Subsidiary of the Company;

          (14) leases,  subleases,  licenses and  sublicenses  granted to others
     that do not materially  interfere  with the ordinary  course of business of
     the Company and its Restricted Subsidiaries;

          (15) banker's  Liens,  rights of setoff and similar Liens with respect
     to cash and Cash Equivalents on deposit in one or more bank accounts in the
     ordinary course of business;

          (16) Liens  arising  from filing  Uniform  Commercial  Code  financing
     statements (or similar or equivalent  notice-type  filings in jurisdictions
     in which the  Uniform  Commercial  Code has not been  adopted or adopted in
     substantial part) regarding leases;

          (17) Liens in favor of customs  and revenue  authorities  arising as a
     matter of law to secure  payment of customs  duties in connection  with the
     importation of goods;

          (18) Liens in favor of the Company securing  Indebtedness  owed to the
     Company by one or more of its Subsidiaries;

          (19) rights of customers  with  respect to inventory  which arise from
     deposits and progress payments made in the ordinary course of business; and

          (20)  escrow  agreements  and  similar  arrangements  with  respect to
     Indebtedness  permitted  to be incurred  by the  Company or its  Restricted
     Subsidiaries  pursuant  to  clause  (13)  of the  definition  of  Permitted
     Indebtedness.

          "Person"  means  an  individual,  partnership,   corporation,  limited
liability company,  unincorporated  organization,  trust or joint venture,  or a
governmental agency or political subdivision thereof.

          "Preferred Stock" of any Person means any Capital Stock of such Person
that has  preferential  rights to any other  Capital  Stock of such  Person with
respect to dividends or redemptions or upon liquidation.

          "Primary  Obligations"  means, for the purpose of Section 4.19 of this
Indenture, any sums owed by the Company to a Holder, the Trustee, the Collateral
Agent and all other agents under the Notes and this Indenture.

          "Public Equity  Offering"  means an  underwritten  public  offering of
Qualified  Capital  Stock of the Company or Kronos  pursuant  to a  registration
statement  filed with the  Commission in accordance  with the Securities Act (or
pursuant to a similar or reasonably  equivalent process in the European Union or
in any one or more states that are members of the European Union as of the Issue
Date or in Norway);  provided that, in the event of a Public Equity  Offering by
Kronos, such issuer directly or indirectly  contributes to the equity capital of
the Company the portion of the net cash proceeds of such Public Equity  Offering
necessary to pay the aggregate  redemption  price (plus accrued  interest to the
date of redemption) of the Notes to be redeemed  pursuant to Section 3.8 of this
Indenture.

          "Purchase Date" means,  with respect to any Note to be purchased,  the
date fixed for such purchase by or pursuant to this Indenture.

          "Purchase Money  Indebtedness"  means  Indebtedness of the Company and
its  Restricted  Subsidiaries  incurred in the normal course of business for the
purpose  of  financing  all or any part of the  purchase  price,  or the cost of
installation, construction or improvement, of property or equipment.

          "Purchase Price" means the amount payable for the purchase of any Note
on a Purchase  Date,  exclusive of accrued and unpaid  interest  and  Additional
Interest (if any) thereon to the Purchase Date,  unless  otherwise  specifically
provided.

          "QIB"  means a qualified  institutional  buyer as defined in Rule 144A
under the Securities Act.

          "Qualified  Capital  Stock"  means  any  Capital  Stock  that  is  not
Disqualified Capital Stock.

          "Redemption Date" means, with respect to any Note to be redeemed,  the
date fixed for such redemption by or pursuant to this Indenture.

          "Redemption  Price" means the amount payable for the redemption of any
Note on a  Redemption  Date,  exclusive  of  accrued  and  unpaid  interest  and
Additional  Interest (if any) thereon to the Redemption  Date,  unless otherwise
specifically provided.

          "Refinance"  means,  in respect of any  security or  Indebtedness,  to
refinance,  extend, renew, refund, repay, prepay,  redeem, defease or retire, or
to issue a security  or  Indebtedness  in  exchange  or  replacement  for,  such
security or Indebtedness  in whole or in part.  "Refinanced"  and  "Refinancing"
shall have correlative meanings.

          "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted  Subsidiary of the Company of Indebtedness existing on the Issue Date
or  incurred  in  accordance  with  Section  4.9 of this  Indenture  (other than
pursuant to clause (2), (4), (5), (6), (7), (8), (9), (11),  (12),  (13) or (14)
of the definition of Permitted Indebtedness), in each case that does not:

          (1)  result  in an  increase  in the  aggregate  principal  amount  of
     Indebtedness  of such  Person as of the date of such  proposed  Refinancing
     (plus the amount of any premium  required to be paid under the terms of the
     instrument  governing such  Indebtedness  and plus the amount of reasonable
     expenses incurred by the Company in connection with such Refinancing); or

          (2) create  Indebtedness with: (a) a Weighted Average Life to Maturity
     that is less than the Weighted Average Life to Maturity of the Indebtedness
     being  Refinanced;  or (b) a final maturity earlier than the final maturity
     of  the  Indebtedness   being   Refinanced;   provided  that  (x)  if  such
     Indebtedness  being  Refinanced is Indebtedness  of the Company,  then such
     Refinancing  Indebtedness  shall be Indebtedness  solely of the Company and
     (y) if such  Indebtedness  being Refinanced is subordinate or junior to the
     Notes, then such Refinancing Indebtedness shall be subordinate to the Notes
     at least to the same  extent  and in the same  manner  as the  Indebtedness
     being Refinanced.

          "Registration   Rights   Agreement"  means  the  registration   rights
agreement  dated as of the  Issue  Date  between  the  Company  and the  Initial
Purchaser.

          "Regulation S" means Regulation S as promulgated  under the Securities
Act.

          "Responsible  Officer"  means,  when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee,  including any
vice  president,   assistant  vice  president,  assistant  secretary,  assistant
treasurer,  trust  officer or any other  officer of the Trustee who  customarily
performs  functions  similar to those  performed  by the Persons who at the time
shall be such officers,  respectively,  or to whom any corporate trust matter is
referred  because  of  such  Person's  knowledge  of and  familiarity  with  the
particular  subject and who shall have direct  responsibility for administration
of this Indenture.

          "Restricted  Subsidiary"  of any Person means any  Subsidiary  of such
Person which at the time of determination is not an Unrestricted Subsidiary.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "S&P" means Standard & Poor's Rating Group, a division of McGraw Hill,
Inc., or any successor rating agency.

          "Sale  and  Leaseback   Transaction"  means  any  direct  or  indirect
arrangement  with any Person or to which any such  Person is a party,  providing
for the leasing to the Company or a Restricted  Subsidiary of the Company of any
property,  whether  owned by the  Company or any  Restricted  Subsidiary  of the
Company at the Issue Date or later acquired,  which has been or is to be sold or
transferred by the Company or such Restricted  Subsidiary of the Company to such
Person or to any other Person from whom funds have been or are to be advanced by
such Person on the security of such Property.

          "Security  Documents" means,  collectively,  the pledge agreements and
all other security agreements or instruments evidencing or creating any security
interests in favor of the Collateral  Agent or the Trustee for their  respective
benefit as Collateral  Agent or Trustee or for the benefit of the Holders in all
or any  portion  of the  Collateral,  in each  case,  as  amended,  amended  and
restated,  extended,  renewed,  supplemented or otherwise  modified from time to
time, in accordance with the terms thereof and this Indenture.

          "Security  Interest" means the Liens on the Collateral  created by the
Security  Documents in favor of the Collateral  Agent or the Trustee,  for their
respective benefit or for the benefit of the Holders.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
successor statute or statutes thereto.

          "Series  A Notes"  means  (i)  (euro)400,000,000  aggregate  principal
amount of 6-1/2%  Senior  Secured  Notes due 2013,  issued on the Issue Date and
(ii)  Additional  Notes,  if any, issued from time to time in the form of 6-1/2%
Senior  Secured  Notes due 2013 in a  transaction  exempt from the  registration
requirements  of the Securities Act, in each case  substantially  in the form of
Exhibit A and containing a Private Placement Legend.

          "Series  B Notes"  means (i) notes  issued  by the  Company  hereunder
containing  terms  identical  to the Series A Notes  (except  that (A)  interest
thereon shall accrue from the last date on which interest was paid on the Series
A Notes  or,  if no such  interest  has been  paid,  from  the date of  original
issuance,  (B) the  legend or  legends  relating  to  transferability  and other
related   matters  set  forth  on  the  Series  A  Notes  shall  be  removed  or
appropriately  altered, and (C) as otherwise set forth herein), to be offered to
Holders of Series A Notes in exchange therefor pursuant to the Exchange Offer or
any exchange offer specified in any registration  rights  agreement  relating to
the Additional Notes and (ii) Additional Notes, if any, issued from time to time
in the form of 6-1/2% Senior Secured Notes due 2013 in a transaction  subject to
the registration  requirements of the Securities Act, in each case substantially
in the form of Exhibit B.

          "Significant  Subsidiary",  with  respect  to any  Person,  means  any
Restricted  Subsidiary  of  such  Person  that  satisfies  the  criteria  for  a
"significant  subsidiary"  set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

          "Subsidiary," with respect to any Person, means:

          (1) any corporation of which the  outstanding  Capital Stock having at
     least a  majority  of the  votes  entitled  to be cast in the  election  of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2) any  other  Person  of  which at least a  majority  of the  voting
     interest  under  ordinary   circumstances  is  at  the  time,  directly  or
     indirectly, owned by such Person.

          "TIA"  means  the  Trust  Indenture  Act of  1939  (15  U.S.C.  ss.ss.
77aaa-77bbbb)  as in effect on the date on which  this  Indenture  is  qualified
under the TIA;  provided  that in the event the Trust  Indenture  Act of 1939 is
amended  after such  date,  "TIA"  means,  to the  extent  required  by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Transfer  Restricted  Security"  means a Note  that  is a  restricted
security as defined in Rule 144(a)(3) under the Securities Act.

          "Trustee"  means  the  party  named as such  above  until a  successor
replaces it in accordance with the applicable provisions of this Indenture,  and
thereafter means the successor serving hereunder.

          "Trust  Monies"  means all cash and Cash  Equivalents  received by the
Trustee or a Collateral Agent:

          (1) pursuant to the Security Documents;

          (2) as proceeds of any sale or other disposition of all or any part of
     the  Collateral by or on behalf of the Trustee or the  Collateral  Agent or
     any collection, recovery, receipt, appropriation or other realization of or
     from all or any part of the Collateral pursuant to this Indenture or any of
     the Security Documents or otherwise; or

          (3) for  application  as provided in the relevant  provisions  of this
     Indenture or any Security  Documents for which disposition is not otherwise
     specifically provided for in this Indenture or in any Security Document;

provided,  however,  that Trust  Monies  shall in no event  include any property
deposited  with the Trustee for any  redemption,  legal  defeasance  or covenant
defeasance of Notes,  for the satisfaction and discharge of this Indenture or to
pay the purchase  price of Notes  pursuant to a Change of Control Offer or Asset
Sale Offer.

          "Unrestricted Subsidiary" of any Person means:

          (1) any  Subsidiary  of such Person that at the time of  determination
     shall be or continue to be  designated  an  Unrestricted  Subsidiary by the
     Board of Directors of such Person in the manner provided below; and

          (2) any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors  of the Company may  designate  any  Subsidiary
(including any newly  acquired or newly formed  Subsidiary of the Company) to be
an  Unrestricted  Subsidiary  of the  Company  unless such  Subsidiary  owns any
Capital  Stock of, or owns or holds any Lien on any  property of, the Company or
any Restricted Subsidiary of the Company; provided that:

          (1)  the  Company  certifies  to the  Trustee  that  such  designation
     complies with Section 4.7 of this Indenture; and

          (2) each Subsidiary of the Company to be so designated and each of its
     Subsidiaries  has not at the time of designation,  and does not thereafter,
     create,  incur,  issue,  assume,  guarantee or otherwise become directly or
     indirectly  liable with respect to any  Indebtedness  pursuant to which the
     lender  has  recourse  to any of the  assets of the  Company  or any of its
     Restricted Subsidiaries.

          The Board of Directors of the Company may designate  any  Unrestricted
Subsidiary of the Company to be a Restricted Subsidiary of the Company only if:

          (1) immediately after giving effect to such  designation,  the Company
     is able to incur at least  $1.00 of  additional  Indebtedness  (other  than
     Permitted  Indebtedness)  in compliance with Section 4.9 of this Indenture;
     and

          (2)  immediately  before and  immediately  after giving effect to such
     designation,  no  Default or Event of Default  shall have  occurred  and be
     continuing.  Any  such  designation  by the  Board  of  Directors  shall be
     evidenced to the Trustee by promptly  filing with the Trustee a copy of the
     Board  Resolution  giving  effect  to  such  designation  and an  Officers'
     Certificate  certifying that such  designation  complied with the foregoing
     provisions.

          "U.S. Person" means any U.S. Person as defined in Regulation S.

          "Weighted  Average  Life  to  Maturity"  means,  when  applied  to any
Indebtedness  at any date, the number of years obtained by dividing (a) the then
outstanding  aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products  obtained by  multiplying  (i) the amount of each then
remaining  installment,  sinking fund, serial maturity or other required payment
of principal,  including payment at final maturity,  in respect thereof, by (ii)
the number of years  (calculated to the nearest  one-twelfth)  which will elapse
between such date and the making of such payment.

          "Wholly Owned  Restricted  Subsidiary"  of any Person means any Wholly
Owned  Subsidiary  of  such  Person  which  at the  time of  determination  is a
Restricted Subsidiary of such Person.

          "Wholly Owned  Subsidiary"  of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than in the case of
a foreign  Subsidiary,  directors'  qualifying shares or an immaterial amount of
shares  required to be owned by other Persons  pursuant to  applicable  law) are
owned by such Person or any Wholly Owned  Subsidiary  of such Person;  provided,
however,  that Societe  Industrielle  du Titane and Kronos  Titan-GmbH  shall be
deemed to be a Wholly Owned  Subsidiary  of the Company for all purposes of this
Indenture so long as the ownership of outstanding voting securities of each such
Subsidiary  by the  Permitted  Holders  does not  decrease  after the Issue Date
(other  than in  respect  of  directors'  qualifying  shares or in respect of an
immaterial  amount of shares  required to be owned by other Persons  pursuant to
applicable law).

Section 1.2.      Other Definitions.

 Term                                                        Defined in Section
 ----                                                        ------------------
 "Act"                                                               1.5
 "Affiliate Transaction"............................                4.11
 "Agent Members"....................................                 2.6
 "Certificated Notes"...............................                 2.1
 "Change of Control Offer"..........................                4.15
 "Change of Control Payment Date"...................                3.10
 "Covenant Defeasance"..............................                 8.3
 "Collateral Account"...............................                12.1
 "Event of Default".................................                 6.1
 "Foreign Collateral"...............................                7.12
 "Foreign Person"...................................                 2.6
 "Global Notes".....................................                 2.1
 "incur"............................................                 4.9
 "Institutional Accredited Investors"...............                 2.1
 "Judgment Currency"................................                13.10
 "Legal Defeasance".................................                 8.2
 "Luxembourg Paying Agent"..........................                 2.3
 "Net Proceeds Offer"...............................                4.10
 "Net Proceeds Offer Amount"........................                4.10
 "Net Proceeds Offer Trigger Date"..................                4.10
 "Offshore Certificated Notes"......................                 2.1
 "Parallel Obligations".............................                4.19
 "Paying Agent".....................................                 2.3
 "Permanent Regulation S Global Note"...............                 2.1
 "Permitted Affiliate Transaction"..................                4.11
 "Private Placement Legend".........................                 2.6
 "Reference Date"...................................                 4.7
 "Registrar"........................................                 2.3
 "Regulation S Global Note".........................                 2.1
 "Released Collateral"..............................                11.3
 "Release Notice"...................................                11.3
 "Replacement Assets"...............................                4.10
 "Restricted Payment"...............................                 4.7
 "Rule 144A Global Note"............................                 2.1
 "Special Redemption"...............................                 3.8
 "Surviving Entity".................................                 5.1
 "Temporary Regulation S Global Note"...............                 2.1
 "U.S. Certificated Notes"..........................                 2.1

Section 1.3.      Incorporation by Reference of Trust Indenture Act.

          Whenever  this  Indenture  refers  to a  provision  of  the  TIA,  the
provision is incorporated by reference in and made a part of this Indenture.

          The  following  TIA terms used in this  Indenture  have the  following
meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee;

          "obligor"  on the Notes means the Company  and any  successor  obligor
upon the Notes.

          All other  terms used in this  Indenture  that are defined by the TIA,
defined by TIA reference to another  statute or defined by Commission rule under
the TIA have the meanings so assigned to them.

Section 1.4.      Rules of Construction.

          Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise  defined has the meaning assigned
     to it in accordance with GAAP in the United States;

          (3) "or" is not exclusive;

          (4)  words in the  singular  include  the  plural,  and in the  plural
     include the singular;

          (5) provisions apply to successive events and transactions; and

          (6) references to sections of or rules under the  Securities  Act, the
     Exchange Act and the TIA shall be deemed to include substitute, replacement
     and  successor  sections or rules  adopted by the  Commission  from time to
     time.

Section 1.5.      Acts of Holders.

          (1) Any request, demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Company. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby)  are herein  sometimes  referred to as the "Act" of Holders  signing or
bound  by such  instrument  or  instruments.  Proof  of  execution  of any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this  Indenture  and (subject to Section 7.1)  conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

          (2) The fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds,  certifying that the individual signing
such  instrument or writing  acknowledged  to him or her the execution  thereof.
Where  such  execution  is by an  officer  of a  corporation  or a  member  of a
partnership,  on behalf of such corporation or partnership,  such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

          (3) The ownership of Notes shall be proved by the register  maintained
by the Registrar.

          (4) Any request, demand,  authorization,  direction,  notice, consent,
waiver or other Act of the Holder of any Note shall bind every future  Holder of
the same Note and the  holder of every  Note  issued  upon the  registration  of
transfer  thereof  or in  exchange  therefor  or in lieu  thereof  in respect of
anything  done or  suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.

          (5) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its sole  option,  by or  pursuant  to a Board  Resolution,  fix in advance a
record date for the  determination  of Holders  entitled  to give such  request,
demand, authorization,  direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed,  such
request, demand, authorization,  direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of  business on such record date shall be deemed to be Holders for the
purposes  of  determining  whether  Holders  of  the  requisite   proportion  of
outstanding  securities  have authorized or agreed or consented to such request,
demand, authorization,  direction, notice, consent, waiver or other Act, and for
that  purpose  the  outstanding  securities  shall be computed as of such record
date.

ARTICLE II.

                                    THE NOTES

Section 2.1.      Form and Dating.

          The Series A Notes and the  Trustee's  certificate  of  authentication
shall be  substantially  in the form of  Exhibit  A  hereto.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
in addition to those set forth in Exhibit A hereto.  The Series B Notes shall be
substantially in the form of Exhibit B hereto. Each Note shall be dated the date
of its  authentication.  The Notes shall be in denominations of (euro)50,000 and
(euro)1,000 increments thereof.

          The terms and provisions  contained in the Notes and Guarantees  shall
constitute,  and are hereby  expressly  made, a part of this  Indenture  and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

          Notes  offered  and sold in  reliance  on Rule  144A  shall be  issued
initially  in the form of a single  permanent  global Note in  registered  form,
substantially  in the form set forth in Exhibit A (the "Rule 144A Global Note"),
deposited  with the Common  Depository,  as custodian  for the  Depositary,  and
registered in the name of the Common Depository or its nominee, duly executed by
the  Company  and  authenticated  by the Trustee as  hereinafter  provided.  The
aggregate principal amount of the Rule 144A Global Note may from time to time be
increased  or  decreased  by  adjustments  made  on the  records  of the  Common
Depository,  as custodian  for the  Depositary  or its nominee,  as  hereinafter
provided.

          Notes  offered  and  sold in  offshore  transactions  in  reliance  on
Regulation S shall be issued  initially in the form of a single temporary global
Note in registered  form  substantially  in the form set forth in Exhibit A (the
"Temporary Regulation S Global Note"), deposited with the Common Depository,  as
custodian for the Depositary, registered in the name of the Common Depository or
its nominee for the accounts of Euroclear and Clearstream,  duly executed by the
Company and  authenticated by the Trustee as hereinafter  provided.  At any time
following  40 days after the later of the  commencement  of the  offering of the
Notes and the Issue Date,  upon receipt by the Trustee and the Company of a duly
executed certificate  substantially in the form of Exhibit C(1) hereto, a single
permanent Global Note in registered form  substantially in the form set forth in
Exhibit A (the  "Permanent  Regulation  S Global  Note," and  together  with the
Temporary  Regulation  S Global  Note,  the  "Regulation  S Global  Note")  duly
executed  by the  Company  and  authenticated  by the  Trustee,  as  hereinafter
provided  shall be deposited  with the Common  Depository,  as custodian for the
Depositary,  and the  Registrar  shall reflect on its books and records the date
and a decrease in the  principal  amount of the  Regulation  S Global Note in an
amount  equal  to  the  principal  amount  of  the  beneficial  interest  in the
Regulation S Global Note transferred.

          Notes  offered  and sold to  institutional  accredited  investors  (as
defined  in  Rule  501(a)(1),   (2),  (3)  or  (7)  under  the  Securities  Act)
("Institutional  Accredited Investors") shall be issued in the form of permanent
U.S.  Certificated  Notes in registered form in substantially the form set forth
in Exhibit A (the "U.S.  Certificated  Notes").  Securities  issued  pursuant to
Section  2.6 in  exchange  for  interests  in the Rule 144A  Global  Note or the
Regulation S Global Note shall be in the form of permanent Certificated Notes in
registered form  substantially in the form set forth in Exhibit A (the "Offshore
Certificated Notes").

          The  Offshore  Certificated  Notes  and U.S.  Certificated  Notes  are
sometimes  collectively herein referred to as the "Certificated Notes." The Rule
144A Global Note and the  Regulation  S Global  Note are  sometimes  referred to
herein as the "Global Notes."

          The provisions of the "Operating  Procedures of the Euroclear  System"
and "Terms and  Conditions  Governing Use of Euroclear"  and "General  Terms and
Conditions of Clearstream" and the "Customer  Handbook" of Clearstream  shall be
applicable  to interests in the Global Notes that are held through  participants
through Euroclear or Clearstream.

Section 2.2.      Execution and Authentication.

          Two  Officers of the  Company  shall sign the Notes for the Company by
manual or facsimile  signature.  The seal of the Company  shall be reproduced on
the Notes and may be in facsimile form.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until  authenticated by the manual signature
of the Trustee.  The signature  shall be  conclusive  evidence that the Note has
been authenticated under this Indenture.

          The  Trustee,  upon a  written  order  of the  Company  signed  by two
Officers of the Company,  together with the other documents required by Sections
13.4 and 13.5 of this  Indenture,  shall  authenticate  (i)  Series A Notes  for
original issue on the Issue Date in the aggregate principal amount not to exceed
(euro)400,000,000 and (ii) subject to Section 4.9, Additional Notes which may be
issued from time to time  pursuant to Section  2.16.  The Trustee,  upon written
order of the Company  signed by two Officers of the Company,  together  with the
other documents required by Sections 13.4 and 13.5, shall authenticate  Series B
Notes;  provided  that such Series B Notes shall be issuable only upon the valid
surrender  for  cancellation  of  Series A Notes of a like  aggregate  principal
amount in accordance  with the Exchange Offer or an exchange offer  specified in
any registration rights agreement relating to the Additional Notes. Such written
order of the Company shall specify the amount of Notes to be  authenticated  and
the date on which the original issue of Notes is to be authenticated and, in the
case of Additional  Notes issued  pursuant to Section  2.16,  such written order
shall  certify that such  issuance is not  prohibited  under Section 4.9 of this
Indenture.  Any  Additional  Notes  shall be part of the same issue as the Notes
being  issued on the Issue  Date and will vote on all  matters as one class with
the Notes  being  issued  on the  Issue  Date,  including,  without  limitation,
waivers,  amendments,  redemptions,  Change of Control  Offers and Net  Proceeds
Offers. For the purposes of this Indenture,  except for Section 4.9,  references
to the Notes include Additional Notes, if any.

          The Trustee  may appoint an  authenticating  agent  acceptable  to the
Company to authenticate  Notes. An authenticating  agent may authenticate  Notes
whenever  the  Trustee  may  do  so.  Each   reference  in  this   Indenture  to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

Section 2.3.      Registrar and Paying Agent.

          The  Company  shall  maintain  an office or agency in the  Borough  of
Manhattan,  The City of New York,  in London,  England and, so long as the Notes
are admitted to the Official List of the Luxembourg Stock Exchange and the rules
of such  stock  exchange  so  require,  in  Luxembourg  where  (a)  Notes may be
presented for  registration  of transfer or for exchange  ("Registrar")  and (b)
Notes may be presented for payment ("Paying Agent").  The Registrar shall keep a
register of the Notes and of their  transfer and exchange.  At the option of the
Company, payment of interest and Additional Interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, provided
that payment by wire transfer of  immediately  available  funds will be required
with respect to principal,  Redemption Price and Purchase Price of, and interest
and  Additional  Interest  (if any) on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer  instructions  to the Trustee
or the Paying Agent. The Company may appoint one or more  co-registrars  and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent"  includes any additional  paying agent.  The Company
may change any Paying  Agent or  Registrar  without  notice to any  Holder.  The
Company  shall  notify the  Trustee  in  writing of the name and  address of any
Paying Agent not a party to this  Indenture.  If the Company fails to appoint or
maintain  another entity as Registrar or Paying Agent,  the Trustee shall act as
such. The Company may act as Paying Agent or Registrar. The Depositary shall, by
acceptance of a Global Note,  agree that  transfers of  beneficial  interests in
such Global Note may be effected only through a book-entry  system maintained by
the Depositary (or its agent).

          The Company initially appoints the Trustee as Registrar (acting as the
Company's  agent for this purpose) and Paying Agent in the Borough of Manhattan,
The City of New York,  the  Trustee as  Registrar  and  Paying  Agent in London,
England  and so long as the  Notes  are  admitted  to the  Official  List of the
Luxembourg  Stock  Exchange  and so long as the  rules of the  Luxembourg  Stock
Exchange so require, the Company will maintain a Paying Agent and Transfer Agent
in Luxembourg (the  "Luxembourg  Paying  Agent").  The Company also appoints the
Trustee to act as Common  Depository  with  respect to the Global  Notes and the
Registrar  as  Transfer  Agent in the event the Notes are  issued in  definitive
registered form.

Section 2.4.      Paying Agents to Hold Money in Trust.

          The Company  shall require each Paying Agent other than the Trustee to
agree in  writing  that the Paying  Agent will hold in trust for the  benefit of
Holders or the  Trustee  all money held by the Paying  Agent for the  payment of
principal and of any premium, if any, interest and Additional Interest,  if any,
on the Notes,  and will  notify the  Trustee  of any  default by the  Company in
making any such  payment.  While any such  default  continues,  the  Trustee may
require a Paying Agent to pay all money held by it to the  Trustee.  The Company
at any  time may  require  a Paying  Agent  to pay all  money  held by it to the
Trustee and account for all monies disbursed.  Upon payment over to the Trustee,
the Paying Agent (if other than the Company) shall have no further liability for
the money. If the Company acts as Paying Agent, it shall segregate and hold in a
separate  trust  fund for the  benefit  of the  Holders  all money held by it as
Paying Agent. Upon any bankruptcy or reorganization  proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5.      Holder Lists.

          The  Trustee  shall  preserve  in as  current a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
all Holders and shall  otherwise  comply with TIA ss. 312(a).  If the Trustee is
not the Registrar, the Company shall furnish (or cause the Registrar to furnish)
to the Trustee at least five (5) Business Days before each interest payment date
and at such other times as the  Trustee  may request in writing,  a list in such
form and as of such date as the Trustee may reasonably  require of the names and
addresses of the Holders of Notes,  and the Company shall otherwise  comply with
TIA ss. 312(a).

Section 2.6.      Transfer and Exchange.

          (1) Transfer  and  Exchange  Generally;  Book Entry  Provisions.  Upon
surrender  for  registration  of  transfer  of any  Note to the  Registrar,  and
satisfaction  of the  requirements  for such  transfer set forth in this Section
2.6, the Company shall execute,  and the Trustee shall authenticate and deliver,
in the name of the designated  transferee or transferees,  one or more new Notes
of any authorized  denominations  and of a like aggregate  principal  amount and
bearing such restrictive legends as may be required by this Indenture.

          Notes may be exchanged for other Notes of any authorized denominations
and of a like  aggregate  principal  amount,  upon  surrender of the Notes to be
exchanged  at any such office or agency  maintained  by the Company  pursuant to
Section  4.2 of this  Indenture.  Whenever  any  Notes  are so  surrendered  for
exchange,  the Company shall  execute,  and the Trustee shall  authenticate  and
deliver,  the Notes which the Holder  making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

          All Notes  presented or surrendered  for  registration  of transfer or
exchange  shall be duly endorsed,  or be accompanied by a written  instrument or
instruments of transfer in form  satisfactory  to the Company and the Registrar,
and the Notes shall be duly executed by the Holder  thereof or his attorney duly
authorized in writing.  Except as otherwise  provided in this Indenture,  and in
addition  to the  requirements  set forth in the legend  referred  to in Section
2.6(8)(a)  below,  in  connection  with  any  transfer  of  Transfer  Restricted
Securities any request for transfer shall be accompanied by a  certification  to
the Trustee relating to the manner of such transfer substantially in the form of
Exhibit D(2) hereto.

          (2) Book-Entry  Provisions for the Global Notes.  The Rule 144A Global
Note and Regulation S Global Note initially  shall (i) be registered in the name
of the  Depositary or the nominee of such  Depositary,  (ii) be delivered to the
Trustee as custodian for the  Depositary  and (iii) bear legends as set forth in
Section 2.6(8) of this Indenture.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Rule 144A Global Note or
Regulation  S  Global  Note,  as the case may be,  held on their  behalf  by the
Depositary,  or the Trustee as its custodian, or under the Rule 144A Global Note
or  Regulation  S Global  Note,  as the case may be, and the  Depositary  may be
treated by the Company,  the Trustee and any agent of the Company or the Trustee
as the absolute  owner of Rule 144A Global Note or  Regulation S Global Note, as
the case may be, for all purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein  shall  prevent  the  Company,  the  Trustee or any agent of the
Company or the Trustee, from giving effect to any written  certification,  proxy
or other  authorization  furnished by the  Depositary or impair,  as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.

          Transfers  of the Rule 144A  Global Note and the  Regulation  S Global
Note shall be limited to transfers of such Rule 144A Global Note or Regulation S
Global Note in whole,  but not in part,  to the  Depositary,  its  successors or
their respective nominees. Beneficial interests in the Rule 144A Global Note and
the  Regulation  S  Global  Note  may be  transferred  in  accordance  with  the
applicable  rules and  procedures of the  Depositary  and the provisions of this
Section 2.6. The  registration of transfer and exchange of beneficial  interests
in the Global Note, which does not involve the issuance of a Certificated  Note,
shall be effected  through the  Depositary,  in accordance  with this  Indenture
(including the  restrictions on transfer set forth herein) and the procedures of
the Common  Depository  therefor.  The Trustee shall have no  responsibility  or
liability for any act or omission of the Depositary.

          At any time at the request of the beneficial  holder of an interest in
the Rule 144A  Global  Note or  Permanent  Regulation  S Global Note to obtain a
Certificated  Note,  such  beneficial  holder  shall  be  entitled  to  obtain a
Certificated  Note upon written request to the Trustee and the Common Depository
in accordance with the standing instructions and procedures existing between the
Common Depository and Depositary for the issuance  thereof.  Upon receipt of any
such request,  the Common Depository will cause, in accordance with the standing
instructions   and  procedures   existing  between  the  Depositary  and  Common
Depository,  the  aggregate  principal  amount of the Rule 144A  Global  Note or
Permanent  Regulation  S Global  Note,  as  appropriate,  to be  reduced  by the
principal  amount of the  Certificated  Note  issued  upon such  request to such
beneficial  holder and,  following such reduction,  the Company will execute and
the Trustee  will  authenticate  and deliver to such  beneficial  holder (or its
nominee) a Certificated Note or Certificated Notes in the appropriate  aggregate
principal  amount in the name of such  beneficial  holder (or its  nominee)  and
bearing such restrictive legends as may be required by this Indenture.

          The Trustee shall have no obligation or duty to monitor,  determine or
inquire as to compliance with any  restrictions  on transfer  imposed under this
Indenture or under  applicable  law with respect to any transfer of any interest
in any Note  other  than to  require  delivery  of such  certificates  and other
documentation or evidence as are expressly required by, and to do so if and when
expressly  required by the terms of, this Indenture,  and to examine the same to
determine  substantial  compliance as to form with the express  requirements  of
this Indenture.

          (3)  Transfers  to Non-QIB  Institutional  Accredited  Investors.  The
following  provisions  shall  apply  with  respect  to the  registration  of any
proposed  transfer  of a  Transfer  Restricted  Security  to  any  Institutional
Accredited  Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

          (a) The Registrar shall register the transfer of any Note,  whether or
     not such Note bears the Private  Placement Legend, if (x) (A) the requested
     transfer is at least two (2) years after the later of the Issue Date of the
     Notes and (B) the proposed  transferee  has certified to the Registrar that
     the  requested  transfer  is at least two (2) years  after the last date on
     which  such  Note  was  held by an  Affiliate  of the  Company,  or (y) the
     proposed  transferee  has  delivered  to the  Registrar  (A) a  certificate
     substantially in the form of Exhibit D hereto and (B) such  certifications,
     legal  opinions  and other  information  as the Trustee and the Company may
     reasonably  request to confirm that such  transaction is in compliance with
     the Securities Act; and

          (b) If the proposed transferor is an Agent Member holding a beneficial
     interest  in the Global  Note,  upon  receipt by the  Registrar  of (x) the
     documents,  if any,  required by clause (i) and (y)  instructions  given in
     accordance  with  the  Depositary's  and the  Registrar's  procedures,  the
     Registrar shall reflect on its books and records the date and a decrease in
     the principal amount of the Global Note in an amount equal to the principal
     amount of the beneficial interest in the Global Note to be transferred, and
     the Company shall execute,  and the Trustee shall authenticate and deliver,
     one or more Certificated Notes of like tenor and amount.

          (4)  Transfers  to QIBs.  The  following  provisions  shall apply with
respect to the  registration of any proposed  transfer of a Transfer  Restricted
Security to a QIB (other than Foreign Persons):

               (a) if the Note to be transferred  consists of Certificated Notes
          or an interest in the  Regulation S Global Note,  the Registrar  shall
          register  the  transfer  if such  transfer is being made by a proposed
          transferor  who has  checked  the box  provided  for on a  certificate
          substantially  in the form of Exhibit C(2)  stating,  or has otherwise
          advised the Company and the  Registrar  in writing,  that the sale has
          been  made  in  compliance  with  the  provisions  of  Rule  144A to a
          transferee  who is a QIB within the  meaning of Rule 144A and is aware
          that the sale to it is being made in reliance on Rule 144A; and

               (b) if the proposed  transferee is an Agent Member,  and the Note
          to be transferred consists of Certificated Notes or an interest in the
          Regulation  S  Global  Note,  upon  receipt  by the  Registrar  of the
          documents  referred to in Section 2.6(4)(a) and instructions  given in
          accordance with the Depositary's and the Registrar's  procedures,  the
          Registrar  shall  reflect  on its  books and  records  the date and an
          increase  in the  principal  amount of the Rule 144A Global Note in an
          amount equal to the principal amount of the Certificated  Notes or the
          interest in the  Regulation S Global  Note,  as the case may be, to be
          transferred,  and the Trustee shall cancel the  Certificated  Notes or
          decrease the amount of the Regulation S Global Note so transferred.

          (5) Transfers of Interests in the Temporary  Regulation S Global Note.
The following  provisions  shall apply with respect to the  registration  of any
proposed transfer of interests in the Temporary Regulation S Global Note:

               (a) The Registrar  shall  register the transfer of an interest in
          the  Temporary  Regulation  S Global  Certificate  if (x) the proposed
          transferor has delivered to the Registrar a certificate  substantially
          in the form of Exhibit E hereto stating,  among other things, that the
          proposed transferee is a Foreign Person or (y) the proposed transferee
          is a QIB and the proposed  transferor has checked the box provided for
          on a certificate substantially in the form of Exhibit C(2) stating, or
          has otherwise  advised the Company and the Registrar in writing,  that
          the sale has been made in compliance  with the provisions of Rule 144A
          to a transferee  who is a QIB within the meaning of Rule 144A,  and is
          aware that the sale to it is being made in reliance on Rule 144A; and

               (b) if the proposed  transferee is an Agent Member,  upon receipt
          by the Registrar of the documents referred to in Section  2.6(5)(a)(y)
          and  instructions  given in accordance with the  Depositary's  and the
          Registrar's  procedures,  the Registrar shall reflect on its books and
          records the date and an increase in the  principal  amount of the Rule
          144A Global  Note in an amount  equal to the  principal  amount of the
          Temporary  Regulation S Global Note to be transferred,  and the Common
          Depository,  as custodian,  shall decrease the amount of the Temporary
          Regulation S Global Note.

          (6) Transfers to Foreign Persons. The following provisions shall apply
with  respect to any  transfer  of a Transfer  Restricted  Security to a Foreign
Person:

               (a) the Registrar shall register any proposed  transfer of a Note
          to a Foreign Person upon receipt of a certificate substantially in the
          form of  Exhibit  E  hereto  from  the  proposed  transferor  and such
          certifications, legal opinions and other information as the Trustee or
          the Company may reasonably request; and

               (b) (i) If the proposed  transferor is an Agent Member  holding a
          beneficial  interest  in the Rule 144A  Global  Note or the Note to be
          transferred  consists  of  Certificated  Notes,  upon  receipt  by the
          Registrar of (x) the documents,  if any, required by Section 2.6(6)(a)
          and (y)  instructions  in  accordance  with the  Depositary's  and the
          Registrar's  procedures,  the Registrar shall reflect on its books and
          records  the date and a decrease in the  principal  amount of the Rule
          144A Global  Note in an amount  equal to the  principal  amount of the
          beneficial  interest  in the  Rule  144A  Global  Note or  cancel  the
          Certificated Notes, as the case may be, to be transferred, and (ii) if
          the  proposed  transferee  is an Agent  Member,  upon  receipt  by the
          Registrar of instructions  given in accordance  with the  Depositary's
          and the  Registrar's  procedures,  the Registrar  shall reflect on its
          books and records the date and an increase in the principal  amount of
          the  Regulation  S Global  Note in an  amount  equal to the  principal
          amount of the  Certificated  Notes to be transferred,  and the Trustee
          shall decrease the amount of the Rule 144A Global Note.

          (7)  The  Depositary.  The  Depositary  shall  be  a  clearing  agency
registered under the Exchange Act. The Company initially  appoints Euroclear and
Clearstream to act as Depositary with respect to the Global Note. Initially, the
Rule 144A  Global Note and the  Regulation  S Global Note shall be issued to the
Common  Depository,  registered  in the name of The Bank of New York  Depository
(Nominees) Limited, as the nominee of the Common Depository,  and deposited with
the Common Depository.

          Notes in  Certificated  form issued in exchange for all or a part of a
Global Note  pursuant to this Section 2.6 shall be  registered in such names and
in such authorized  denominations  as the  Depositary,  pursuant to instructions
from its direct or  indirect  participants  or  otherwise,  shall  instruct  the
Trustee.  Upon  execution  and  authentication,  the Trustee  shall deliver such
Certificated Notes in Certificated form to the persons in whose names such Notes
in Certificated form are so registered.

          Beneficial owners shall be entitled to receive  Certificated  Notes in
exchange  for their  beneficial  interests  in the Rule 144A  Global Note or the
Permanent Regulation S Global Note, as the case may be, if at any time:

          (a) Euroclear or  Clearstream  notifies the Company that  Euroclear or
     Clearstream,  as the case may be, is  unwilling  or unable to continue as a
     clearing agency;

          (b) the  Common  Depository  notifies  the  Company  that  the  Common
     Depository  is unwilling or unable to continue as Common  Depository  and a
     successor  Common  Depository  is not  appointed  within  120  days of such
     notice; or

          (c) in the case of any Note,  an Event of Default has  occurred and is
     continuing with respect to such Note,

and the  Company  shall  execute,  and the  Trustee  shall,  upon  receipt of an
authentication   order  in  accordance  with  Section  2.2  of  this  Indenture,
authenticate  and deliver  Certificated  Notes in an aggregate  principal amount
equal to the  principal  amount of the Rule 144A  Global  Note or the  Permanent
Regulation S Global Note, as the case may be, in exchange for such Global Notes.

          (8) Legends.

          (a) Except as  permitted  by  Sections  2.6(8)(b)  and (c),  each Note
     certificate  evidencing Global Notes and Certificated  Notes (and all Notes
     issued in exchange  therefor or substitution  thereof) shall (x) be subject
     to the  restrictions  on transfer set forth in this Section 2.6  (including
     those set forth in the legend below) unless such  restrictions  on transfer
     shall be waived by written  consent of the Company,  and the holder of each
     Transfer Restricted Security,  by such Holder's acceptance thereof,  agrees
     to be bound by all such  restrictions  on transfer  and (y) bear the legend
     set forth below (the "Private Placement Legend"):

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE U.S.  SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
     MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
     THE  ACCOUNT  OR BENEFIT  OF,  U.S.  PERSONS  EXCEPT AS SET FORTH
     BELOW. BY ITS ACQUISITION  HEREOF, THE HOLDER (1) REPRESENTS THAT
     (A) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE
     144A UNDER THE SECURITIES  ACT), (B) IT IS NOT A U.S.  PERSON AND
     IS  ACQUIRING  THIS  SECURITY  IN  AN  OFFSHORE   TRANSACTION  IN
     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
     ACCREDITED  INVESTOR (AS DEFINED IN RULE 501(a)(1),  (2), (3), OR
     (7) UNDER THE  SECURITIES  ACT (AN  "ACCREDITED  INVESTOR"),  (2)
     AGREES  THAT IT WILL NOT  WITHIN  TWO YEARS  AFTER  THE  ORIGINAL
     ISSUANCE  OF THIS  SECURITY  RESELL OR  OTHERWISE  TRANSFER  THIS
     SECURITY  EXCEPT  (A)  TO  KRONOS  INTERNATIONAL,   INC.  OR  ANY
     SUBSIDIARY  THEREOF,  (B) INSIDE THE UNITED STATES TO A QUALIFIED
     INSTITUTIONAL  BUYER IN  COMPLIANCE  WITH  RULE  144A  UNDER  THE
     SECURITIES  ACT,  (C) INSIDE THE UNITED  STATES TO AN  ACCREDITED
     INVESTOR  THAT,  PRIOR  TO  SUCH  TRANSFER,   FURNISHES  (OR  HAS
     FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A
     SIGNED LETTER CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS
     RELATING TO THE  RESTRICTIONS  ON TRANSFER OF THIS  SECURITY (THE
     FORM OF WHICH  LETTER CAN BE  OBTAINED  FROM THE TRUSTEE FOR THIS
     SECURITY),   (D)  OUTSIDE  THE  UNITED   STATES  IN  AN  OFFSHORE
     TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER THE SECURITIES ACT
     (IF AVAILABLE),  (E) PURSUANT TO THE EXEMPTION FROM  REGISTRATION
     PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F)
     IN  ACCORDANCE  WITH  ANOTHER  EXEMPTION  FROM  THE  REGISTRATION
     REQUIREMENTS  OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
     COUNSEL  IF  KRONOS  INTERNATIONAL,  INC.  SO  REQUESTS),  OR (G)
     PURSUANT  TO  AN  EFFECTIVE   REGISTRATION  STATEMENT  UNDER  THE
     SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
     WHOM THIS SECURITY IS TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE
     EFFECT OF THIS LEGEND IN ADVANCE OF SUCH TRANSFER.  IN CONNECTION
     WITH ANY  TRANSFER  OF THIS  SECURITY  WITHIN TWO YEARS AFTER THE
     ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS
     AN ACCREDITED INVESTOR,  THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
     FURNISH  TO THE  TRUSTEE  AND  KRONOS  INTERNATIONAL,  INC.  SUCH
     CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
     THEM MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH  TRANSFER  IS
     BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
     SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT.
     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
     AND "U.S.  PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT.

          (b)  Upon any  sale or  transfer  of a  Transfer  Restricted  Security
     (including any Transfer Restricted  Security  represented by a Global Note)
     pursuant to Rule 144 under the  Securities  Act or pursuant to an effective
     registration statement under the Securities Act:

               (i) in the case of any  Transfer  Restricted  Security  that is a
          Certificated  Note,  the Registrar  shall permit the Holder thereof to
          exchange such Transfer  Restricted  Security for a  Certificated  Note
          that does not bear the  legend  set  forth in  Section  2.6(8)(a)  and
          rescind any  restriction  on the transfer of such Transfer  Restricted
          Security; and

               (ii) in the case of any Transfer Restricted Security  represented
          by a Global  Note,  such  Transfer  Restricted  Security  shall not be
          required to bear the legend set forth in Section 2.6(8)(a),  but shall
          continue to be subject to the provisions of Section 2.6(2);  provided,
          however,  that  with  respect  to any  request  for an  exchange  of a
          Transfer  Restricted Security that is represented by a Global Note for
          a  Certificated  Note that does not bear the  legend  set forth in (i)
          above,  which  request is made in reliance  upon Rule 144,  the Holder
          thereof shall certify in writing to the Registrar that such request is
          being  made   pursuant  to  Rule  144  (such   certifications   to  be
          substantially in the form of Exhibit C(2) hereto).

          (c) Notwithstanding  the foregoing,  upon consummation of the Exchange
     Offer, the Company shall issue and, upon receipt of an authentication order
     in  accordance  with  Section  2.2 of this  Indenture,  the  Trustee  shall
     authenticate  Series B Notes in exchange  for Series A Notes  accepted  for
     exchange in the  Exchange  Offer,  which  Series B Notes shall not bear the
     legend  set  forth  in (a)  above,  and the  Registrar  shall  rescind  any
     restriction on the transfer of such Series A Notes, in each case unless the
     Company  has  notified  the  Registrar  in writing  that the Holder of such
     Series A Notes is either (i) a broker-dealer,  (ii) a Person  participating
     in the  distribution  of the  Series A Notes  or  (iii) a Person  who is an
     affiliate (as defined in Rule 144A) of the Company.

          (d) Each Global Note, whether or not a Transfer  Restricted  Security,
     shall also bear the following legend on the face thereof:

     THIS NOTE IS A GLOBAL NOTE  WITHIN THE  MEANING OF THE  INDENTURE
     HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN  THE  NAME  OF A
     DEPOSITARY   OR  A  NOMINEE  OF  A  DEPOSITARY   OR  A  SUCCESSOR
     DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
     THE NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS  NOMINEE
     EXCEPT IN THE LIMITED  CIRCUMSTANCES  DESCRIBED IN THE INDENTURE,
     AND NO TRANSFER OF THIS  SECURITY  (OTHER THAN A TRANSFER OF THIS
     SECURITY  AS A  WHOLE  BY  THE  DEPOSITARY  TO A  NOMINEE  OF THE
     DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
     ANOTHER NOMINEE OF THE  DEPOSITARY)  MAY BE REGISTERED  EXCEPT IN
     THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     THIS GLOBAL NOTE IS HELD BY THE COMMON  DEPOSITORY (AS DEFINED IN
     THE INDENTURE  GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF
     THE BENEFICIAL  OWNERS  HEREOF,  AND IS NOT  TRANSFERABLE  TO ANY
     PERSON  UNDER ANY  CIRCUMSTANCES  EXCEPT THAT (I) THE TRUSTEE MAY
     MAKE  SUCH  NOTATIONS  HEREON  AS MAY  BE  REQUIRED  PURSUANT  TO
     SECTIONS 2.1, 2.6, 2.7, 3.3, 4.10 AND 4.15 OF THE INDENTURE, (II)
     THIS  GLOBAL  NOTE  MAY BE  EXCHANGED  IN  WHOLE  BUT NOT IN PART
     PURSUANT TO SECTION 2.6 OF THE INDENTURE,  (III) THIS GLOBAL NOTE
     MAY BE  DELIVERED  TO THE  TRUSTEE FOR  CANCELLATION  PURSUANT TO
     SECTION  2.11 OF THE  INDENTURE  AND (IV) THIS GLOBAL NOTE MAY BE
     TRANSFERRED  TO A  SUCCESSOR  DEPOSITORY  WITH THE PRIOR  WRITTEN
     CONSENT OF THE COMPANY.

          (e) Any Global Note may be endorsed with or have  incorporated  in the
     text thereof such legends or recitals or changes not inconsistent  with the
     provisions of this Indenture as may be required by the Common Depository or
     the  Depositary  in order  for the Notes to be  tradable  on  Euroclear  or
     Clearstream or as may be required for the Notes to be tradable on any other
     market  developed  for  trading  of  securities  pursuant  to Rule  144A or
     Regulation  S under the  Securities  Act or  required  to  comply  with any
     applicable  law  or  any  regulation  thereunder  or  with  the  rules  and
     regulations of any securities  exchange or automated  quotation system upon
     which the Notes may be listed or traded or to  conform  with any usage with
     respect thereto,  or to indicate any special limitations or restrictions to
     which any particular Notes are subject.

          (9)  Cancellation  and/or  Adjustment of Global Notes. At such time as
all beneficial  interests in Global Notes have been  exchanged for  Certificated
Notes, redeemed, purchased or canceled, all Global Notes shall be returned to or
retained  and  canceled by the Trustee in  accordance  with Section 2.11 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is  exchanged  for  Certificated  Notes,  redeemed,  purchased  or
canceled,  the principal amount of Notes  represented by such Global Notes shall
be reduced  accordingly and an endorsement  shall be made on such Global Note by
the  Trustee or the Common  Depository,  at the  direction  of the  Trustee,  to
reflect such reduction.  In the event of any transfer of any beneficial interest
between the Rule 144A Global Note and the Regulation S Global Note in accordance
with the standing  procedures  and  instructions  between the Depositary and the
Common Depository and the transfer  restrictions set forth herein, the aggregate
principal  amount  of each of the Rule 144A  Global  Note and the  Regulation  S
Global Note shall be appropriately  increased or decreased,  as the case may be,
and an  endorsement  shall be made on each of the Rule 144A  Global Note and the
Regulation  S  Global  Note by the  Trustee  or the  Common  Depository,  at the
direction of the Trustee, to reflect such reduction or increase.

          (10) General Provisions Relating to Transfers and Exchanges.

          (a) To permit  registrations  of transfers and exchanges,  the Company
     shall execute and the Trustee  shall  authenticate  Certificated  Notes and
     Global Notes at the Registrar's request.

          (b) No service  charge shall be made to a Holder for any  registration
     of transfer  or  exchange,  but the  Company  may require  payment of a sum
     sufficient to cover any transfer tax or similar governmental charge payable
     in  connection  therewith  (other than any such  transfer  taxes or similar
     governmental  charge payable upon exchange or transfer pursuant to Sections
     3.6 and 9.5 of this Indenture).

          (c) The Registrar shall not be required to register the transfer of or
     exchange any Note selected for  redemption in whole or in part,  except the
     unredeemed portion of any Note being redeemed in part.

          (d)  All   Certificated   Notes  and  Global  Notes  issued  upon  any
     registration of transfer or exchange of Certificated  Notes or Global Notes
     shall be the valid  obligations  of the Company,  evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Certificated
     Notes or Global Notes  surrendered  upon such  registration  of transfer or
     exchange.

          (e) The Company shall not be required:

               (i) to issue,  to register the  transfer of or to exchange  Notes
          during a period  beginning  at the  opening of business 15 days before
          the day of any  selection of Notes for  redemption  or purchase  under
          Section 3.2 of this  Indenture  and ending at the close of business on
          the day of selection; or

               (ii) to  register  the  transfer  of or to  exchange  any Note so
          selected for  redemption  in whole or in part,  except the  unredeemed
          portion of any Note being redeemed in part; or

               (iii) to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

          (f) Prior to due presentment of the  registration of a transfer of any
     Note, the Trustee,  any Agent and the Company may deem and treat the Person
     in whose name any Note is registered as the absolute owner of such Note for
     the purpose of all  payments  with  respect to such Notes,  and neither the
     Trustee,  any  Agent nor the  Company  shall be  affected  by notice to the
     contrary.

          (g) The Trustee shall authenticate Certificated Notes and Global Notes
     in accordance with the provisions of Section 2.2 of this Indenture.

Section 2.7.      Replacement Notes.

          If any  mutilated  Note is  surrendered  to the  Trustee or either the
Company or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and the Trustee, upon receipt
of an  authentication  order in accordance  with Section 2.2 of this  Indenture,
shall  authenticate  a  replacement  Note  if  the  Trustee's  requirements  for
replacement  of Notes are met. If required  by the  Trustee or the  Company,  an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company,  the  Trustee,  any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is  replaced.  The  Trustee  and the  Company  may  charge  the Holder for their
expenses in replacing a Note.

          Every replacement Note is an additional  obligation of the Company and
shall  be  entitled  to  all of the  benefits  of  this  Indenture  equally  and
proportionately with all other Notes duly issued hereunder.

Section 2.8.      Outstanding Notes.

          The Notes  outstanding at any time are all the Notes  authenticated by
the  Trustee  except  for  those  canceled  by  it,  those  delivered  to it for
cancellation,  those reductions in the interest in a Global Note effected by the
Trustee or the Common Depository in accordance with the provisions  hereof,  and
those described in this Section 2.8 as not  outstanding.  Except as set forth in
Section 2.9 of this Indenture,  a Note does not cease to be outstanding  because
the Company or an Affiliate of the Company holds the Note.

          If a Note is replaced  pursuant to Section 2.7 of this  Indenture,  it
shall cease to be outstanding  unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser for value.

          If the principal  amount of any Note is considered  paid under Section
4.1 of this Indenture,  it ceases to be outstanding and interest on it ceases to
accrue.

          If the Paying  Agent  (other  than the  Company,  a  Subsidiary  or an
Affiliate of any thereof) holds,  on a redemption  date or maturity date,  money
sufficient to pay Notes  payable on that date,  then on and after that date such
Notes  shall be  deemed to be no longer  outstanding  and shall  cease to accrue
interest.

          If Notes, or portions  thereof,  for whose payment or redemption money
or Government Obligations in the necessary amount, including accrued interest to
the  Redemption  Date,  has been  theretofore  deposited with the Trustee or any
Paying  Agent  (other than the  Company) in trust for the Holders of such Notes;
provided,  that if such Notes are to be redeemed,  notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to
the  Trustee  has  been  made,  such  Notes  shall  be  deemed  to be no  longer
outstanding under this Indenture.

Section 2.9.      Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have  concurred in any  direction,  waiver or consent,  Notes owned by the
Company,  the  Guarantors  or by any  Affiliate  thereof  shall be considered as
though not outstanding,  except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction,  waiver of consent,
only Notes that a Responsible Officer of the Trustee knows are so owned shall be
so disregarded. The Company agrees to notify the Trustee of the existence of any
such  treasury  Notes or Notes owned by the Company or any Guarantor or any such
Notes of which the Company is aware owned by any other Affiliate thereof.

Section 2.10.     Temporary Notes.

          Until  Certificated  Notes are ready for  delivery,  the  Company  may
prepare and the Trustee,  upon receipt of an authentication  order in accordance
with  Section  2.2  of  this  Indenture,  shall  authenticate  temporary  Notes.
Temporary Notes shall be  substantially  in the form of Certificated  Notes, but
may have such  variations  as the Company  considers  appropriate  for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Certificated
Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.     Cancellation.

          The  Company  at  any  time  may  deliver  Notes  to the  Trustee  for
cancellation.  The  Registrar  and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes  surrendered for  registration of
transfer,  exchange, payment,  replacement or cancellation and shall destroy all
canceled Notes in accordance  with the Trustee's usual  procedures.  The Trustee
shall dispose of such Notes as it may reasonably determine.  The Company may not
issue new Notes to replace Notes that have been paid or that have been delivered
to the Trustee for cancellation.

Section 2.12.     Defaulted Interest.

          If the Company  defaults  in a payment of  interest on the Notes,  the
Company  shall pay the  defaulted  interest in any lawful  manner  plus,  to the
extent lawful,  interest payable on the defaulted  interest,  to the Persons who
are  Holders  on a  subsequent  special  record  date,  in each case at the rate
provided in the Notes and in Section 4.1 of this  Indenture.  The Company  shall
notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date,  provided that
no such  special  record  date shall be less than 10 days  prior to the  related
payment date for such  defaulted  interest.  At least 15 days before the special
record date,  the Company  (or,  upon the written  request of the  Company,  the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice  that  states the special  record  date,  the related
payment date and the amount of such interest to be paid.

Section 2.13.     Persons Deemed Owners.

          Prior to due  presentment of a Note for  registration  of transfer and
subject to Section 2.12 of this Indenture,  the Company, the Trustee, any Paying
Agent, any co-registrar and any Registrar may deem and treat the person in whose
name any Note  shall  be  registered  upon  the  register  of Notes  kept by the
Registrar as the absolute  owner of such Note (whether or not such Note shall be
overdue and  notwithstanding  any  notation of the  ownership  or other  writing
thereon  made  by  anyone  other  than  the  Company,  any  co-registrar  or any
Registrar)  for the purpose of receiving  all payments with respect to such Note
and for all other  purposes,  and none of the Company,  the Trustee,  any Paying
Agent,  any co-registrar or any Registrar shall be affected by any notice to the
contrary.

Section 2.14.     "CUSIP", "ISIN" and "Common Code" Numbers.

          The Company in issuing the Notes shall use "CUSIP", "ISIN" and "Common
Code" number(s) and the Trustee shall use the "CUSIP",  "ISIN" and "Common Code"
number(s)  in notices of  redemption  or exchange as a  convenience  to Holders;
provided that neither the Company nor the Trustee shall have any  responsibility
for any defect in the  "CUSIP",  "ISIN" or "Common  Code" number that appears on
any Note, check, advice or payment or redemption notice, and any such notice may
state that no  representation  is made as to the  correctness or accuracy of the
"CUSIP",  "ISIN" and  "Common  Code"  number(s)  printed in the notice or on the
Notes, and that reliance may be placed only on the other identification  numbers
printed on the Notes and any such  redemption or exchange  shall not be affected
by any defect in or  omission of such  number(s).  The  Company  shall  promptly
notify the Trustee of any changes in "CUSIP", "ISIN" or "Common Code" numbers.

Section 2.15.     Designation.

          The  Indebtedness  evidenced by the Notes and the Guarantees is hereby
irrevocably  designated  as "senior  indebtedness"  or such other term  denoting
seniority  for the  purposes  of any  future  Indebtedness  of the  Company or a
Guarantor  which the  Company or a  Guarantor  makes  subordinate  to any senior
indebtedness or such other term denoting seniority.

Section 2.16.     Issuance of Additional Notes.

          The Company  shall be entitled  to issue  Additional  Notes under this
Indenture which shall have substantially  identical terms as the Series A Notes,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date  applicable  thereto (and, if such  Additional
Notes shall be issued pursuant to a registration  statement under the Securities
Act,  other than with  respect to transfer  restrictions  or if such  Additional
Notes shall be required to be registered  under the  Securities  Act pursuant to
the terms of a registration  rights or similar agreement,  such Additional Notes
shall be  exchangeable  for and the Company  shall  issue and the Trustee  shall
authenticate Notes  substantially in the form of Exhibit B hereto, but without a
Private  Placement  Legend,  to be  delivered  in exchange  for such  Additional
Notes); provided that any issuance is not prohibited by Section 4.9.

          With respect to any Additional Notes, the Company shall set forth in a
resolution of its Board of Directors (or a duly appointed committee thereof) and
in an Officers'  Certificate,  a copy of each of which shall be delivered to the
Trustee, the following information:

          (1) the  aggregate  principal  amount of such  Additional  Notes to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price and the issue date of such Additional  Notes,  the
     amount of interest payable on the first payment date applicable thereto and
     the CUSIP, ISIN or Common Code for such Additional Notes;  provided that no
     Additional  Notes may be issued at a price that would cause such Additional
     Notes to have "original issue discount"  within the meaning of Section 1273
     of the Internal Revenue Code of 1986, as amended; and

          (3)  whether  such  Additional  Notes  shall  be  Transfer  Restricted
     Securities and issued in the form of Series A Notes as set forth in Exhibit
     A hereto, or shall be registered securities.

ARTICLE III.

                             REDEMPTION AND PURCHASE

Section 3.1.      Notices to Trustee.

          If the Company  elects to redeem Notes  pursuant to the  provisions of
Section 3.7, 3.8 or 3.9 of this Indenture,  it shall furnish to the Trustee,  at
least 45 days but not more than 60 days before the Redemption Date, an Officers'
Certificate  setting forth the Section of this  Indenture  pursuant to which the
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price.

          If the Company is required to offer to purchase  Notes pursuant to the
provisions  of  Section  4.10 or 4.15 of this  Indenture,  it shall  notify  the
Trustee  in  writing,  at least 30 days but not  more  than 60 days  before  the
Purchase Date, of the Section of this  Indenture  pursuant to which the purchase
shall occur,  the Purchase  Date,  the principal  amount of Notes required to be
purchased  and the Purchase  Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Company is required to make or has made a
Net Proceeds Offer or a Change of Control Offer, as the case may be, and (b) the
conditions set forth in Section 4.10 or 4.15 of this Indenture,  as the case may
be, have been satisfied.

          If the Registrar is not the Trustee,  the Company shall,  concurrently
with each notice of  redemption  or purchase,  cause the Registrar to deliver to
the Trustee a  certificate  (upon which the Trustee may rely)  setting forth the
principal amounts of Notes held by each Holder.

Section 3.2.      Selection of Notes.

          Except  as set  forth  below,  if less than all of the Notes are to be
redeemed or  purchased  other than  pursuant to Section 3.7 or 3.8,  the Trustee
shall  select the Notes or  portions  thereof to be  redeemed  or  purchased  in
compliance with the requirements of the principal national securities  exchange,
if any,  on which the Notes are listed or, if the Notes are not then listed on a
national securities  exchange,  on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate.  In the event of partial redemption
or purchase by lot, the particular  Notes or portions  thereof to be redeemed or
purchased shall be selected,  unless otherwise provided herein, not less than 30
nor more  than 60 days  prior to the  Redemption  Date or  Purchase  Date by the
Trustee from the  outstanding  Notes not  previously  called for  redemption  or
purchase.

          If less than all of the Notes tendered are to be purchased pursuant to
the provisions of Section 4.10 of this  Indenture,  the Trustee shall select the
Notes or portions  thereof to be purchased in  compliance  with Section 4.10. In
the event of partial  purchase by lot, the particular  Notes or portions thereof
to be purchased  shall be selected at the close of business of the last Business
Day prior to the Purchase Date. If less than all of the Notes tendered are to be
redeemed pursuant to the provisions of Section 3.7 or 3.8 of this Indenture, the
Trustee  shall  select  the Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to Euroclear and Clearstream  procedures),
unless such method is otherwise prohibited.

          The Trustee shall promptly  notify the Company in writing of the Notes
or portions  thereof selected for redemption or purchase and, in the case of any
Note selected for partial  redemption or purchase,  the principal amount thereof
to be redeemed or purchased.  Notes and portions  thereof  selected  shall be in
amounts of (euro)1,000 or integral multiples of (euro)1,000;  except that if all
of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes  held by such  Holder,  even if not a multiple  of  (euro)1,000,
shall be redeemed.  No Notes of a principal  amount of (euro)1,000 or less shall
be redeemed or  purchased in part;  provided  that no Notes shall be redeemed in
part if the resulting Note would have a minimum  denomination  that is less than
(euro)50,000.

Section 3.3.      Notice of Redemption or Purchase.

          (1) In the event  Notes are to be redeemed  or  purchased  pursuant to
Section 3.7, 3.8 or 3.9 of this Indenture, at least 30 days but not more than 60
days  before  the  Redemption  Date or  Purchase  Date,  as the case may be, the
Company shall mail a notice of redemption or purchase to each Holder whose Notes
are to be redeemed or purchased in whole or in part, with a copy to the Trustee.
So  long  as the  Series  B  Notes  are  admitted  to the  Official  List of the
Luxembourg  Stock  Exchange  and it is required  by the rules of the  Luxembourg
Stock Exchange,  publication of such notice to the holders of the Notes shall be
made in English in a leading newspaper having general  circulation in Luxembourg
(which is expected to be the  Luxemburger  Wort) or, if such  publication is not
practicable,  in one other leading English language daily newspaper with general
circulation in Europe,  such newspaper  being  published on each business day in
morning  editions,  whether or not it shall be published on Saturday,  Sunday or
holiday editions.

          (2) The notice  shall  identify  the Notes or  portions  thereof to be
redeemed or purchased and shall state:

          (a) the Redemption Date or Purchase Date, as the case may be;

          (b) the Redemption Price or Purchase Price, as the case may be;

          (c) if any Note is being redeemed or purchased in part, the portion of
     the  principal  amount of such Note to be redeemed or  purchased  and that,
     after  the  Redemption  Date or  Purchase  Date.  as the case may be,  upon
     surrender of such Note,  a new Note or Notes in  principal  amount equal to
     the unredeemed or unpurchased portion will be issued;

          (d) the name and address of the Paying Agent;

          (e) that Notes called for  redemption or purchase must be  surrendered
     to the Paying Agent to collect the Redemption  Price or Purchase  Price, as
     the case may be,  Additional  Interest,  if any, and, unless the Redemption
     Date or Purchase Date, as the case may be, is after a record date and on or
     before the succeeding  interest  payment date,  accrued interest thereon to
     the Redemption Date or Purchase Date, as the case may be;

          (f) that,  unless the  Company  defaults in making the  redemption  or
     purchase payment,  interest and any Additional Interest on Notes called for
     redemption  or  purchase  will cease to accrue on and after the  Redemption
     Date or Purchase Date, as the case may be, and the only remaining  right of
     the Holders of such Notes is to receive payment of the Redemption  Price or
     Purchase Price, as the case may be, any Additional Interest and, unless the
     Redemption  Date or  Purchase  Date,  as the case may be, is after a record
     date  and on or  before  the  succeeding  interest  payment  date,  accrued
     interest  thereon to the Redemption  Date or Purchase Date, as the case may
     be, upon surrender to the Paying Agent of the Notes redeemed or purchased;

          (g) if fewer than all the Notes are to be redeemed or  purchased,  the
     identification of the particular Notes (or portions thereof) to be redeemed
     or purchased,  as well as the aggregate principal amount of the Notes to be
     redeemed or purchased  and the  aggregate  principal  amount of Notes to be
     outstanding after such partial redemption or purchase;

          (h) the paragraph of the Notes  pursuant to which the Notes called for
     redemption or purchase are being redeemed or purchased; and

          (i) "CUSIP," "ISIN," "Common Code" or other identifying number.

          (3) At the  Company's  request,  the Trustee  shall give the notice of
redemption or purchase in the Company's  name and at its expense;  provided that
the  Company  shall  deliver  to the  Trustee,  at  least  40 days  prior to the
Redemption  Date or Purchase Date, as the case may be, an Officers'  Certificate
requesting  that the Trustee give such notice and setting forth the  information
to be stated in such notice as provided in Section 3.3(2).

Section 3.4.      Effect of Notice of Redemption or Purchase.

          Once notice of  redemption  or  purchase is mailed,  Notes or portions
thereof  called  for  redemption  or  purchase  become  due and  payable  on the
Redemption Date or Purchase Date, as the case may be, at the Redemption Price or
Purchase  Price,  as the case may be. Upon  surrender to any Paying Agent,  such
Notes or  portions  thereof  shall be paid at the  Redemption  Price or Purchase
Price,  as the case may be, plus  Additional  Interest,  if any, and accrued and
unpaid  interest to the  Redemption  Date or Purchase  Date, as the case may be;
provided, however, that installments of interest which are due and payable on or
prior to the  Redemption  Date or Purchase  Date,  as the case may be,  shall be
payable  to the  Holders  of such  Notes,  registered  as such,  at the close of
business on the  relevant  record date for the  payment of such  installment  of
interest.

Section 3.5.      Deposit of Redemption Price or Purchase Price.

          (1) On or before each  Redemption  Date or Purchase  Date, as the case
may be, the  Company  shall  irrevocably  deposit  with the  Trustee or with the
Paying Agent money sufficient to pay the aggregate amount due on all Notes to be
redeemed or purchased on that date, including without limitation any accrued and
unpaid  interest and  Additional  Interest,  if any, to the  Redemption  Date or
Purchase  Date,  as the case may be.  The  Trustee  or the  Paying  Agent  shall
promptly  return to the Company any money not required for that purpose upon the
Company's request.

          (2) Unless the Company  defaults in making such payment,  interest and
any  Additional  Interest on the Notes to be redeemed or purchased will cease to
accrue on the applicable  Redemption  Date or Purchase Date, as the case may be,
whether or not such Notes are  presented  for  payment.  If any Note  called for
redemption  or  purchase  shall not be so paid  upon  surrender  because  of the
failure of the Company to comply with Section  3.5(1),  interest will be paid on
the unpaid principal,  from the applicable  Redemption Date or Purchase Date, as
the case may be, until such  principal is paid,  and on any interest not paid on
such  unpaid  principal,  in each case at the rate  provided in the Notes and in
Section 4.1 of this Indenture.

Section 3.6.      Notes Redeemed or Purchased in Part.

          Upon  surrender of a Note that is redeemed or  purchased in part,  the
Company  shall issue and the Trustee  shall  authenticate  for the Holder at the
expense of the  Company a new Note equal in  principal  amount to portion of the
Note  surrendered  that is not to be redeemed  or  purchased;  provided  that no
book-entry interest of less than (euro)50,000  principal amount at maturity,  or
less, may be redeemed in part.

Section 3.7.      Optional Redemption.

          Except as set forth below, the Notes are not redeemable before October
15, 2009. The Company may redeem any or all of the Notes at any time on or after
October 15, 2009 at the Redemption  Prices set forth in the Notes.  In addition,
the Company must pay accrued and unpaid interest (including Additional Interest,
if any) on the Notes redeemed. Any redemption pursuant to this Section 3.7 shall
be  made  pursuant  to the  provisions  of  Sections  3.1  through  3.6 of  this
Indenture.

Section 3.8.      Special Redemption.

          At any time,  or from time to time,  on or before April 15, 2009,  the
Company,  at its option,  may use the net cash  proceeds from one or more Public
Equity  Offerings  to  redeem  up to 35% of the  principal  amount  of the Notes
(including the original  principal  amount of any Additional  Notes) (a "Special
Redemption")  at a Redemption  Price of 106.5% of the principal  amount thereof,
together with accrued and unpaid  interest and Additional  Interest,  if any, to
the date of redemption,  provided,  however,  that at least 65% of the principal
amount of the Notes  (including the original  principal amount of any Additional
Notes)  issued  will  remain  outstanding  immediately  after  any such  Special
Redemption;  and provided,  further,  that such Special  Redemption  shall occur
within 90 days after the date of the  closing of the  applicable  Public  Equity
Offering.  Any redemption pursuant to this Section 3.8 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 of this Indenture.

Section 3.9.  Redemption or Purchase upon Change of Control at the Option of the
              Company.

                  At any time on or prior to October 15, 2009, the Notes may
also be redeemed or purchased (by the Company or any other Person) in whole but
not in part, at the Company's option, upon the occurrence of a Change of
Control, at a price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued but unpaid interest, if any, to, the
Redemption Date or Purchase Date, as the case may be (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

          Such  redemption  or  purchase  may be  made  upon  notice  mailed  by
first-class mail to each Holder's registered address,  not less than 30 nor more
than 60 days prior to the  Redemption  Date or Purchase Date, as the case may be
(but in no event  shall  such  notice  be mailed  more  than 180 days  after the
occurrence  of such Change of  Control).  The Company may provide in such notice
that payment of such price and  performance  of the Company's  obligations  with
respect to such redemption or purchase may be performed by another  Person.  Any
such  notice  may be given  prior to the  occurrence  of the  related  Change of
Control,  and any such  redemption,  purchase or notice  may,  at the  Company's
discretion,  be subject to the satisfaction of one or more conditions precedent,
including but not limited to the  occurrence  of the related  Change of Control.
Any  redemption or purchase  pursuant to this Section 3.9 shall be made pursuant
to the provisions of Sections 3.1 through 3.6 of this Indenture.

Section 3.10.     Purchase upon Change of Control Offer.

          (1) In the event that, pursuant to Section 4.15 of this Indenture, the
Company shall be required to commence a Change of Control Offer, it shall follow
the procedures specified below.

          (2) The Change of Control  Offer  shall  remain open for a period from
the date of the mailing of the notice of the Change of Control  Offer  described
in Section  3.10(3) until a date  determined by the Company which is at least 30
but no more than 45 days from the date of mailing of such  notice and no longer,
except to the extent that a longer  period is required  by  applicable  law (the
"Change of Control  Payment  Date").  On the Change of Control Payment Date, the
Company  shall  purchase  the  principal  amount of Notes  properly  tendered in
response  to the Change of Control  Offer.  Payment  for any Notes so  purchased
shall be made in the same manner as interest payments are made.

          (3) Within 60 days following any Change of Control,  the Company shall
send,  by first class mail,  a notice to each of the Holders  with a copy to the
Trustee.  The notice shall contain all  instructions  and  materials  reasonably
necessary  to enable  such  Holders to tender  Notes  pursuant  to the Change of
Control  Offer.  The Change of Control  Offer shall be made to all Holders.  The
notice,  which  shall  govern the terms of the Change of  Control  Offer,  shall
state:

          (a) the  transaction  or  transactions  that  constitute the Change of
     Control, providing information, to the extent publicly available, regarding
     the Person or Persons  acquiring  control,  and stating  that the Change of
     Control  Offer is being made pursuant to this Section 3.10 and Section 4.15
     of this Indenture and that, to the extent  lawful,  all Notes tendered will
     be accepted for payment;

          (b) the Purchase Price and the Change of Control Payment Date;

          (c) that any Note not properly  tendered or otherwise not accepted for
     purchase will continue to accrue interest and Additional Interest, if any;

          (d) that, unless the Company defaults in the payment of the amount due
     on the  Change of  Control  Payment  Date,  all Notes or  portions  thereof
     accepted for purchase  pursuant to the Change of Control  Offer shall cease
     to accrue  interest and  Additional  Interest,  if any, after the Change of
     Control Payment Date;

          (e) that Holders electing to have any Notes purchased  pursuant to the
     Change of Control Offer will be required to tender the Notes, with the form
     entitled  Option of Holder To Elect  Purchase  on the  reverse of the Notes
     completed,   or  transfer  by  book-entry  transfer,   to  the  Company,  a
     Depositary,  if appointed by the Company,  or a Paying Agent at the address
     specified in the notice not later than the third Business Day preceding the
     Change of Control Payment Date;

          (f) that  Holders will be entitled to withdraw  their  election if the
     Company,  the Depositary or the Paying Agent, as the case may be, receives,
     not later than the close of business on the Change of Control Payment Date,
     a telegram,  facsimile transmission or letter setting forth the name of the
     Holder,  the  principal  amount  of Notes  delivered  for  purchase,  and a
     statement  that such Holder is  withdrawing  his election to have the Notes
     purchased in whole or in part; and

          (g) that Holders whose Notes are being  purchased only in part will be
     issued  new Notes  equal in  principal  amount to the  portion of the Notes
     tendered  (or  transferred  by  book  entry  transfer)  that  is  not to be
     purchased,  which portion must be equal to (euro)1,000 in principal  amount
     or an integral multiple thereof.

          (4) On or before the Change of Control Payment Date, the Company shall
to the extent  lawful,  (i) accept for  payment  all Notes or  portions  thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent an amount equal to the Purchase  Price,  together  with accrued and
unpaid  interest  and  Additional  Interest,  if any,  thereon  to the Change of
Control Payment Date in respect of all Notes or portions thereof so tendered and
accepted for purchase and (iii)  deliver or cause to be delivered to the Trustee
the  Notes so  accepted  together  with an  Officers'  Certificate  stating  the
aggregate  principal  amount of Notes or portions thereof being purchased by the
Company.  The Paying Agent shall  promptly  (but in any case not later than five
days after the Change of Control  Payment  Date) mail to each Holder of Notes so
purchased  the amount due in connection  with such Notes,  and the Company shall
promptly  issue a new Note,  and the  Trustee,  upon  written  request  from the
Company in the form of an Officers' Certificate,  shall authenticate and mail or
deliver (or cause to transfer by book entry) to each relevant Holder a new Note,
in a principal amount equal to any unpurchased  portion of the Notes surrendered
to the Holder thereof;  provided that each such new Note shall be in a principal
amount of (euro)50,000 and (euro)1,000 increments thereof (provided that no Note
of less than (euro)50,000 may remain outstanding thereafter).  The Company shall
publicly  announce  the results of the Change of Control  Offer on or as soon as
practicable after the Change of Control Payment Date.

          If the  Change  of  Control  Payment  Date is on or after an  interest
record date and on or before the related  interest payment date, any accrued and
unpaid interest and Additional  Interest,  if any, in each case to the Change of
Control  Payment  Date,  shall be paid to the  Person  in  whose  name a Note is
registered  at the close of  business  on such record  date,  and no  additional
interest shall be payable to Holders pursuant to the Change of Control Offer.

Section 3.11.     Purchase upon Application of Excess Proceeds.

          In the event that,  pursuant to Section  4.10 of this  Indenture,  the
Company shall be required to commence a Net Proceeds  Offer, it shall follow the
procedures specified below.

          The notice shall contain all  instructions  and  materials  reasonably
necessary to enable such  Holders to tender  Notes  pursuant to the Net Proceeds
Offer.  The Net Proceeds  Offer shall be made to all Holders.  Each Net Proceeds
Offer will be mailed to the record  Holders as shown on the  register of Holders
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Indenture.  Upon
receiving  notice of the Net Proceeds  Offer,  Holders may elect to tender their
Notes in whole or in part in integral multiples of (euro)1,000 (provided that no
Note of less than  (euro)50,000 may remain  outstanding  thereafter) in exchange
for cash.  A Net  Proceeds  Offer shall  remain open for a period of 20 Business
Days or such longer  period as may be required by law.  The notice,  which shall
govern the terms of the Net Proceeds Offer, shall state:

          (1) that the Net Proceeds Offer is being made pursuant to this Section
     3.11 and Section 4.10 of this Indenture;

          (2) the Net Proceeds Offer Amount, the Purchase Price and the Purchase
     Date;

          (3) that any Note not properly  tendered or otherwise not accepted for
     purchase shall continue to accrue interest and Additional Interest, if any;

          (4) that, unless the Company defaults in the payment of the amount due
     on the Purchase Date, all Notes or portions  thereof  accepted for purchase
     pursuant  to the Net  Proceeds  Offer shall  cease to accrue  interest  and
     Additional Interest, if any, after the Purchase Date;

          (5) that Holders electing to have any Notes purchased  pursuant to any
     Net  Proceeds  Offer shall be  required to tender the Notes,  with the form
     entitled  Option of Holder To Elect  Purchase  on the  reverse of the Notes
     completed,   or  transfer  by  book-entry  transfer,   to  the  Company,  a
     Depositary,  if appointed by the Company,  or a Paying Agent at the address
     specified  in the  notice  prior to the  close  of  business  on the  third
     Business Day preceding the Purchase Date;

          (6) that  Holders will be entitled to withdraw  their  election if the
     Company,  the Depositary or the Paying Agent, as the case may be, receives,
     not later than the Purchase  Date, a telegram,  facsimile  transmission  or
     letter  setting forth the name of the Holder,  the principal  amount of the
     Notes   delivered  for  purchase  and  a  statement  that  such  Holder  is
     withdrawing  his election to have such Notes purchased in whole or in part;
     and

          (7) that,  to the extent  Holders  properly  tender Notes in an amount
     exceeding  the Net  Proceeds  Offer  Amount,  the  tendered  Notes  will be
     purchased  on a pro rata  basis  based on the  aggregate  amounts  of Notes
     tendered  (and the Trustee  shall  select the  tendered  Notes of tendering
     Holders on a pro rata basis based on the amount of Notes tendered).

          On or before  the  Purchase  Date,  the  Company  shall to the  extent
lawful,  (i) accept for  payment,  on a pro rata basis in  accordance  with this
Indenture to the extent  necessary,  the Net  Proceeds  Offer Amount of Notes or
portions  thereof  properly  tendered  pursuant to the Net Proceeds Offer, or if
less than the Net Proceeds  Offer Amount has been  tendered,  all Notes properly
tendered,  (ii)  deposit  with the Paying  Agent an amount equal to the Purchase
Price, plus accrued and unpaid interest and Additional Interest, if any, thereon
to the Purchase Date in respect of all Notes or portions thereof so tendered and
accepted for purchase and (iii)  deliver or cause to be delivered to the Trustee
the  Notes so  accepted  together  with an  Officers'  Certificate  stating  the
aggregate  principal  amount of Notes or portions thereof being purchased by the
Company.  The Paying Agent shall  promptly  (but in any case not later than five
(5) days after the Purchase  Date) mail to each Holder of Notes so purchased the
amount due in connection with such Notes, and the Company shall promptly issue a
new Note, and the Trustee,  upon written request from the Company in the form of
an Officers' Certificate shall authenticate and mail or deliver such new Note to
such  Holder,  in a principal  amount  equal to any  unpurchased  portion to the
Holder thereof;  provided that each such new Note shall be in a principal amount
of  (euro)1,000  or an integral  multiple  thereof.  The Company shall  publicly
announce  the  results of the Net  Proceeds  Offer on or as soon as  practicable
after the Purchase Date.

          If the Purchase Date is on or after an interest  record date and on or
before the related  interest  payment date, any accrued and unpaid  interest and
Additional Interest, if any, in each case to the Purchase Date, shall be paid to
the Person in whose name a Note is  registered  at the close of business on such
record date, and no additional  interest shall be payable to Holders pursuant to
the Net Proceeds Offer.

ARTICLE IV.

                                    COVENANTS

Section 4.1.      Payment of Principal and Interest.

          The Company  shall pay or cause to be paid the  principal,  Redemption
Price and  Purchase  Price of, and  interest  on the Notes on the dates,  in the
amounts  and  in the  manner  provided  herein  and  in  the  Notes.  Principal,
Redemption  Price,  Purchase Price and interest shall be considered  paid on the
date due if the Paying Agent, if other than the Company, as of 12:00 noon in the
place of such Paying  Agent's office on the due date,  holds money  deposited by
the Company in immediately  available funds and designated for and sufficient to
pay the  aggregate  amount  then  due.  The  Company  shall  pay all  Additional
Interest,  if any,  on the dates,  in the amounts and in the manner set forth in
the Registration Rights Agreement.

          The Company shall pay interest  (including  post-petition  interest in
any proceeding under any Bankruptcy Law) on overdue principal,  Redemption Price
and  Purchase  Price at the rate  equal to 1% per  annum in  excess  of the then
applicable  interest  rate on the  Notes to the  extent  lawful;  it  shall  pay
interest  (including   post-petition   interest  in  any  proceeding  under  any
Bankruptcy  Law) on overdue  installments  of interest and  Additional  Interest
(without  regard to any applicable  grace period) at the same rate to the extent
lawful.

Section 4.2.      Maintenance of Office or Agency.

          The Company shall  maintain in the Borough of  Manhattan,  the City of
New York,  in London,  England  and,  so long as the Notes are  admitted  to the
Official  List of the  Luxembourg  Stock  Exchange  and the rules of such  stock
exchange so require,  in  Luxembourg an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee,  Registrar or co-registrar) where
Notes may be surrendered for  registration of transfer or for exchange and where
notices  and  demands  to or upon the  Company  in respect of the Notes and this
Indenture  may be served.  The Company shall give prompt  written  notice to the
Trustee of the  location,  and any  change in the  location,  of such  office or
agency.  If at any time the  Company  shall fail to maintain  any such  required
office or agency or shall fail to furnish the Trustee with the address  thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Office of the Trustee.

          The  Company  may also from time to time  designate  one or more other
offices or agencies where the Notes may be presented or  surrendered  for any or
all such purposes and may from time to time rescind such designations; provided,
however,  that no such designation or rescission shall in any manner relieve the
Company of its  obligations  to  maintain  an office or agency in the Borough of
Manhattan,  the City of New York,  in London,  England and, so long as the Notes
are admitted to the Official List of the Luxembourg Stock Exchange and the rules
of such stock exchange so require, in Luxembourg, for such purposes. The Company
shall give  prompt  written  notice to the  Trustee of any such  designation  or
rescission and of any change in the location of any such other office or agency.

          The Company  hereby  designates  the  Corporate  Trust  Offices of the
Trustee in the Borough of Manhattan,  the City of New York,  in London,  England
and in Luxembourg and the office of the Luxembourg  Paying Agent as such offices
or agencies of the  Company in  accordance  with  Section  2.3.  The Trustee may
resign such agency at any time by giving  written notice to the Company no later
than 30 days prior to the effective date of such resignation.

Section 4.3.      Reports to Holders.

          Whether  or  not  required  by  the  rules  and   regulations  of  the
Commission,  so long as any Notes are outstanding,  the Company will furnish the
Holders of Notes (or make publicly available through the Commission's electronic
data gathering and retrieval ("EDGAR") database):

          (1) all  quarterly  and  annual  financial  information  that would be
     required to be contained in a filing with the  Commission on Forms 10-Q and
     10-K  if the  Company  were  required  to  file  such  Forms,  including  a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations"   that  describes  the  financial   condition  and  results  of
     operations  of the Company and its  consolidated  Subsidiaries  (showing in
     reasonable detail, either on the face of the financial statements or in the
     footnotes thereto and in Management's  Discussion and Analysis of Financial
     Condition and Results of Operations, the financial condition and results of
     operations of the Company and its Restricted Subsidiaries separate from the
     financial   condition  and  results  of  operations  of  the   Unrestricted
     Subsidiaries  of the  Company,  if any) and,  with  respect  to the  annual
     information only, a report thereon by the Company's  certified  independent
     accountants; and

          (2) all  current  reports  that would be required to be filed with the
     Commission  on Form 8-K if the Company were  required to file such reports,
     in each case within the time periods  specified in the  Commission's  rules
     and regulations.

          In addition, following the consummation of the Exchange Offer, whether
or not required by the rules and regulations of the Commission, the Company will
file a copy of all such  information  and reports with the Commission for public
availability  within the time periods  specified in the  Commission's  rules and
regulations  (unless the Commission will not accept such a filing) and make such
information  available to securities  analysts and  prospective  investors  upon
request.  So  long  as the  Notes  are  admitted  to the  Official  List  of the
Luxembourg  Stock  Exchange,  copies of such  reports  shall be available at the
specified  office of the  Paying  Agent and  Transfer  Agent in  Luxembourg.  In
addition, for so long as any Notes remain outstanding,  the Company will furnish
to the Holders and to securities analysts and prospective investors,  upon their
request,  the information  required to be delivered  pursuant to Rule 144A(d)(4)
under the Securities Act.

Section 4.4.      Compliance Certificate.

          The Company and each  Guarantor  shall deliver to the Trustee,  within
120 days after the end of each fiscal  year,  an Officers'  Certificate  further
stating  that a review of the  activities  of the Company  and its  Subsidiaries
during the  preceding  fiscal  year has been made under the  supervision  of the
signing  Officers  with a view to  determining  whether  the  Company  has kept,
observed,  performed and fulfilled its  obligations  under this Indenture in all
material  respects,  and further  stating,  as to each such Officer signing such
certificate,  that to the best of his or her  knowledge  the  Company  has kept,
observed,  performed and  fulfilled  each and every  covenant  contained in this
Indenture in all material  respects and is not in Default in the  performance or
observance of any of the terms,  provisions  and  conditions  of this  Indenture
(and, if a Default or Event of Default shall have occurred,  describing all such
Defaults or Events of Default) of which he or she may have knowledge.

          The  Company  shall,  so long  as any of the  Notes  are  outstanding,
deliver to the Trustee,  promptly upon any Officer of the Company becoming aware
of any  Default or Event of Default an  Officers'  Certificate  specifying  such
Default or Event of Default.

Section 4.5.      Taxes.

          The  Company  shall  pay or  discharge,  and shall  cause  each of its
Subsidiaries  to pay or discharge,  prior to  delinquency,  all material  taxes,
assessments,  and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment would
not reasonably be expected to have a Material Adverse Effect.

Section 4.6.      Stay, Extension and Usury Laws.

          The Company  covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon,  plead, or in any manner  whatsoever claim
or take the benefit or advantage  of, any stay,  extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the  performance of this  Indenture;  and the Company (to the extent that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that (to the extent that it lawfully may do so) it shall not,
by resort to any such law,  hinder,  delay or impede the  execution of any power
herein  granted to the  Trustee,  but shall  suffer and permit the  execution of
every such power as though such law has not been enacted.

Section 4.7.      Limitation on Restricted Payments.

          (1) The  Company  will not,  and will not  cause or permit  any of its
Restricted Subsidiaries to, directly or indirectly:

          (a) declare or pay any dividend or make any  distribution  (other than
     dividends  or  distributions  payable  in  Qualified  Capital  Stock of the
     Company)  on or in  respect  of shares of the  Company's  Capital  Stock to
     holders of such Capital Stock;

          (b)  purchase,  redeem or  otherwise  acquire  or retire for value any
     Capital Stock of the Company or any warrants, rights or options to purchase
     or acquire shares of any class of such Capital Stock;

          (c) make any principal payment on, purchase,  defease, redeem, prepay,
     decrease or otherwise  acquire or retire for value,  prior to any scheduled
     final maturity,  scheduled repayment or scheduled sinking fund payment, any
     Indebtedness  of the  Company  that is  subordinate  or  junior in right of
     payment to the Notes; or

          (d) make any Investment (other than Permitted Investments);

(each of the foregoing  actions set forth in clauses (a), (b), (c) and (d) being
referred to as a "Restricted Payment") if at the time of such Restricted Payment
or immediately after giving effect thereto,

               (i) a Default or an Event of Default  shall have  occurred and be
          continuing; or

               (ii)  the  Company  is not  able  to  incur  at  least  $1.00  of
          additional   Indebtedness  (other  than  Permitted   Indebtedness)  in
          compliance with Section 4.9 of this Indenture; provided, however, that
          for  purposes of this  clause  (ii),  the  Consolidated  Fixed  Charge
          Coverage Ratio of the Company,  after giving effect to such Restricted
          Payment, must be greater than 3.0 to 1.0; or

               (iii) the aggregate amount of Restricted Payments (including such
          proposed Restricted Payment) made subsequent to the June 28, 2002 (the
          amount  expended for such purposes,  if other than in cash,  being the
          fair market value of such  property as determined in good faith by the
          Board of Directors of the Company) shall exceed the sum of:

               (v)  75%  of  the  cumulative  Consolidated  Net  Income  (or  if
          cumulative Consolidated Net Income shall be a loss, minus 100% of such
          loss) of the  Company  earned  subsequent  to June 28,  2002 and on or
          prior to the date the Restricted Payment occurs (the "Reference Date")
          (treating such period as a single accounting period);  provided,  that
          for purposes of this paragraph (v), the aggregate provision or benefit
          for income  taxes used to  calculate  Consolidated  Net Income for any
          period after the Issue Date in accordance  with GAAP shall be replaced
          with income taxes paid (or received) in cash; plus

               (w) 100% of the  aggregate  net  cash  proceeds  received  by the
          Company  from any Person  (other than a Restricted  Subsidiary  of the
          Company) from the issuance and sale subsequent to June 28, 2002 and on
          or prior  to the  Reference  Date of  Qualified  Capital  Stock of the
          Company  or  warrants,  options or other  rights to acquire  Qualified
          Capital Stock of the Company (but  excluding any debt security that is
          convertible into, or exchangeable for, Qualified Capital Stock); plus

               (x)  without  duplication  of any  amounts  included  in  Section
          4.7(1)(iii)(w)  above,  100% of the aggregate net cash proceeds of any
          equity  contribution  received  by the  Company  from a holder  of the
          Company's   Capital   Stock   (excluding,   in  the  case  of  Section
          4.7(1)(iii)(w) and this Section 4.7(1)(iii)(x),  any net cash proceeds
          from a Public  Equity  Offering to the extent used to redeem the Notes
          in compliance  with the provisions set forth under Section 3.8 of this
          Indenture); plus

               (y) without duplication, the sum of:

                    (1) the aggregate amount returned in cash on or with respect
               to Investments (other than Permitted Investments) made subsequent
               to June 28, 2002,  whether through interest  payments,  principal
               payments, dividends or other distributions or payments;

                    (2) the net cash proceeds  received by the Company or any of
               its Restricted  Subsidiaries  from the  disposition of all or any
               portion of Investments  (other than Permitted  Investments)  made
               subsequent to June 28, 2002 other than to a Restricted Subsidiary
               of the Company; and

                    (3) upon  redesignation  of an Unrestricted  Subsidiary as a
               Restricted Subsidiary,  the fair market value of such Subsidiary;
               provided,  however,  that the sum of amounts  governed by clauses
               (y)(1) and (y)(2)  above and this  clause  (y)(3)  shall first be
               included  under this  Section  4.7(1)(iii)(y)  and, to the extent
               that the sum of clauses  (y)(1) and (y)(2)  above and this clause
               (y)(3)  exceeds the aggregate  amount of all  Investments  (other
               than  Permitted  Investments)  made  subsequent to June 28, 2002,
               shall be included  under  Section  4.7(1)(iii)(v)  as included in
               Consolidated Net Income; plus

               (z) $25 million.

          (2) Notwithstanding the foregoing,  the provisions of this Section 4.7
do not prohibit:

          (a) the  payment  of any  dividend  within  60 days  after the date of
     declaration  of such dividend if the dividend  would have been permitted on
     the date of declaration;

          (b) the  acquisition  or  redemption of any shares of Capital Stock of
     the Company,  either (i) solely in exchange for shares of Qualified Capital
     Stock of the Company or (ii) through the  application  of net proceeds of a
     substantially  concurrent  sale  for  cash  (other  than  to  a  Restricted
     Subsidiary  of the  Company) of shares of  Qualified  Capital  Stock of the
     Company;

          (c) the  acquisition or redemption of any  Indebtedness of the Company
     that is  subordinate  or junior in right of payment to the Notes either (i)
     solely in exchange for shares of Qualified  Capital Stock of the Company or
     (ii)  through  the  application  of net  proceeds  of  (a) a  substantially
     concurrent  sale for cash (other  than to a  Restricted  Subsidiary  of the
     Company) of shares of Qualified  Capital  Stock of the Company or (b) if no
     Default  or  Event  of  Default  shall  have  occurred  and be  continuing,
     Refinancing Indebtedness;

          (d) so long as no Default or Event of Default  shall have occurred and
     be  continuing,  repurchases  by the Company of Common Stock of the Company
     (or  options or warrants to  purchase  such Common  Stock) from  directors,
     officers and employees of the Company or any of its  Subsidiaries  or their
     authorized  representatives  upon  the  death,  disability,  retirement  or
     termination of employment of such directors,  officers and employees, in an
     aggregate amount not to exceed $3 million in any calendar year;

          (e) on or before 200 days after June 28, 2002, the partial or complete
     redemption  of any  one or more of (i)  the  738  shares  of the  Company's
     outstanding  Series A Preferred Stock,  $100 par value, (ii) the 647 shares
     of the Company's  outstanding Series B Preferred Stock, $100 par value, and
     (iii)  the   5,500,000   shares  of  the   Company's   outstanding   Profit
     Participation  Certificates,  DM100 par value,  in each case  including any
     accrued and unpaid dividends thereon,  using as consideration the Company's
     notes or loans  receivable from its Affiliates and existing as of the Issue
     Date (including accrued and unpaid interest thereon);

          (f) on or before 200 days from June 28, 2002,  the partial or complete
     conversion  into Qualified  Capital Stock of the Company of any one or more
     of (i) the 738  shares  of the  Company's  outstanding  Series A  Preferred
     Stock,  $100 par value,  (ii) the 647 shares of the  Company's  outstanding
     Series B Preferred Stock, $100 par value, and (iii) the 5,500,000 shares of
     the Company's  outstanding  Profit  Participation  Certificates,  DM100 par
     value, in each case including any accrued and unpaid dividends thereon;

          (g) on or before 200 days from June 28,  2002,  Date,  the dividend or
     other  transfer  by the  Company  to  Kronos  of all  or a  portion  of the
     Company's notes or loans  receivable from its Affiliates and existing as of
     the Issue Date (including accrued and unpaid interest thereon);

          (h) on or before 200 days from June 28, 2002,  the  redemption  of any
     Qualified  Capital Stock of the Company,  using as  consideration  all or a
     portion of the Company's  notes  receivable from Affiliates and existing as
     of the Issue Date (including accrued and unpaid interest thereon); and

          (i) one or more  Restricted  Payments  of the net  proceeds  from  the
     issuance and sale of the  Company's  8-7/8%  Senior  Secured Notes due 2009
     issued in June 2002,  on or promptly  after June 28, 2002,  in an aggregate
     amount up to the  amount of the net  proceeds  from the  issuance  and sale
     thereof.

          In  determining  the  aggregate  amount of  Restricted  Payments  made
subsequent  to June 28,  2002 in  accordance  with  Section  4.7(1)(iii)  above,
amounts expended pursuant to Section  4.7(2)(a),  Section  4.7(2)(b)(ii) (to the
extent   included  in  the   calculation   of  net  cash   proceeds  in  Section
4.7(1)(iii)(w)),  Section  4.7(2)(c)(ii)(a)  (to  the  extent  included  in  the
calculation of net cash proceeds in Section  4.7(1)(iii)(w)) and 4.7(2)(d) shall
be  included  in such  calculation  and  amounts  expended  pursuant  to Section
4.7(2)(b)(i),   Section  4.7(2)(b)(ii)  (to  the  extent  not  included  in  the
calculation  of net cash  proceeds  in Section  4.7(1)(iii)(w)  above),  Section
4.7(2)(c)(i),  Section  4.7(2)(c)(ii)(a)  (to the  extent  not  included  in the
calculation   of  net  cash   proceeds  in  Section   4.7(1)(iii)(w)),   Section
4.7(2)(c)(ii)(b),  Section  4.7(2)(e),  Section  4.7(2)(f),  Section  4.7(2)(g),
Section 4.7(2)(h) and Section 4.7(2)(i) shall be excluded from such calculation,
in each case without duplication.

Section 4.8.  Limitation  on Dividend and Other Payment  Restrictions  Affecting
              Restricted Subsidiaries.

          The  Company  will  not,  and will  not  cause  or  permit  any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit  to exist or become  effective  any  encumbrance  or  restriction  on the
ability of any such Restricted Subsidiary of the Company to:

          (1) pay dividends or make any other  distributions on or in respect of
     its Capital Stock;

          (2)  make  loans  or  advances  or to pay any  Indebtedness  or  other
     obligation  owed to the Company or any other  Restricted  Subsidiary of the
     Company; or

          (3) transfer any of its property or assets to the Company or any other
     Restricted Subsidiary of the Company,

except, in each case, for such encumbrances or restrictions existing under or by
reason of:

          (a) applicable law;

          (b) the Notes or this Indenture;

          (c) customary  non-assignment  provisions of any contract or any lease
     governing a leasehold interest of any Restricted Subsidiary of the Company;

          (d) any instrument governing Acquired Indebtedness,  which encumbrance
     or restriction  is not  applicable to properties or assets,  other than the
     properties or assets so acquired;

          (e)  agreements  existing  on the Issue  Date to the extent and in the
     manner such  agreements are in effect on the Issue Date and any amendments,
     extensions,  renewals or  substitutions  thereof provided that the terms of
     such amendments,  extensions,  renewals or substitutions are not materially
     more  restrictive  in the aggregate as determined by the Board of Directors
     of the Company in its good faith judgment;

          (f) customary restrictions in the Credit Agreement,  to the extent and
     in the manner in effect on the date of effectiveness thereof, and customary
     restrictions in other agreements  governing  Permitted  Indebtedness to the
     extent  such  restrictions  would not  reasonably  be  expected  to have an
     adverse  effect on the ability of the  Company to timely pay the  principal
     and interest on the Notes;

          (g) customary  restrictions  on the transfer of assets  subject to any
     Lien permitted under this Indenture imposed by the holder of such Lien;

          (h) customary  restrictions imposed by any agreement to sell assets or
     Capital  Stock  permitted  under this  Indenture to any Person  pending the
     closing of such sale;

          (i)  restrictions  on cash or other  deposits or net worth  imposed by
     customers under contracts entered into in the ordinary course of business;

          (j) in the case of a joint venture or similar  entity 50% owned by the
     Company or a Restricted Subsidiary of the Company,  customary provisions in
     joint  venture  agreements  and  other  similar  agreements  (in each  case
     relating  solely to the  respective  joint venture or similar entity or the
     equity interests  therein) entered into in the ordinary course of business;
     or

          (k) an agreement  governing  Indebtedness  incurred to  Refinance  the
     Indebtedness issued,  assumed or incurred pursuant to an agreement referred
     to in clause  (b),  (d),  (e) or (f)  above;  provided,  however,  that the
     provisions  relating to such  encumbrance or  restriction  contained in any
     such  Indebtedness  are not materially more restrictive in the aggregate as
     determined  by the Board of  Directors  of the  Company  in its good  faith
     judgment than the  provisions  relating to such  encumbrance or restriction
     contained in agreements referred to in such clause (b), (d), (e) or (f).

Section 4.9.      Limitation on Incurrence of Additional Indebtedness.

          (1) The Company  will not,  and will not permit any of its  Restricted
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume,  guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become  responsible  for payment of  (collectively,  "incur")  any  Indebtedness
(other than Permitted  Indebtedness);  provided,  however, that if no Default or
Event of Default  shall have  occurred and be  continuing at the time of or as a
consequence  of the incurrence of any such  Indebtedness,  the Company or any of
its  Restricted  Subsidiaries  that  is or,  upon  such  incurrence,  becomes  a
Guarantor  may  incur  Indebtedness  (including,  without  limitation,  Acquired
Indebtedness)  and any Restricted  Subsidiary of the Company that is not or will
not, upon such incurrence,  become a Guarantor may incur Acquired  Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence  thereof,  the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 2.5 to 1.0.

          (2) The Company and any Restricted Subsidiary that is a Guarantor will
not  incur  any  Indebtedness  that  is  expressly  subordinated  to any  senior
Indebtedness  of the Company or any such Guarantor  unless such  Indebtedness is
also  expressly  subordinated  on the  same  basis  to  the  Notes  or any  such
Guarantees.

Section 4.10.     Limitation on Asset Sales.

          (1) The Company  will not,  and will not permit any of its  Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (a) the Company or the applicable Restricted  Subsidiary,  as the case
     may be,  receives  consideration  at the time of such  Asset  Sale at least
     equal to the fair market value of the assets sold or otherwise  disposed of
     as determined in good faith by the Company's Board of Directors;

          (b) at least 75% of the  consideration  received by the Company or the
     Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
     the form of cash or Cash  Equivalents  and is  received at the time of such
     disposition; provided, however, that for the purposes of this Section 4.10,
     the amount of any liability that would be shown on a  consolidated  balance
     sheet of the Company or such Restricted Subsidiary,  as the case may be, in
     accordance with GAAP and immediately  prior to the time of such Asset Sale,
     other than  liabilities  that are by their terms expressly  subordinated to
     the Notes,  that are assumed by the transferee of any such Asset Sale, will
     be deemed to be cash; and

          (c) upon the  consummation  of an Asset Sale, the Company shall apply,
     or cause  such  Restricted  Subsidiary  to  apply,  the Net  Cash  Proceeds
     relating to such Asset Sale within 365 days of receipt thereof either:

               (i) to prepay any secured senior  Indebtedness  of the Company or
          senior Indebtedness of a Restricted Subsidiary and, in the case of any
          such senior Indebtedness under any revolving credit facility, effect a
          permanent  reduction in the  availability  under such revolving credit
          facility;

               (ii) to acquire or otherwise  make an  investment or enter into a
          binding  commitment  to acquire or  otherwise  make an  investment  in
          properties  and assets  (including  Capital  Stock)  that  replace the
          properties and assets (including  Capital Stock) that were the subject
          of such Asset Sale or in  properties  and  assets  (including  Capital
          Stock)  that  will be  used in the  business  of the  Company  and its
          Restricted Subsidiaries as existing on the Issue Date or in businesses
          reasonably related thereto ("Replacement Assets"); and/or

               (iii) a combination of prepayment and investment permitted by the
          foregoing Sections 4.10(1)(c)(i) and (c)(ii).

          (2) On the 366th day after an Asset Sale or such earlier date, if any,
as the  Board of  Directors  of the  Company  or of such  Restricted  Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in  Sections  4.10(1)(c)(i),  (1)(c)(ii)  and  (1)(c)(iii)  (each,  a "Net
Proceeds Offer Trigger Date"),  the aggregate  amount of Net Cash Proceeds which
have not been  applied on or before  such Net  Proceeds  Offer  Trigger  Date as
permitted in Sections  4.10(1)(c)(i),  (1)(c)(ii) and  (1)(c)(iii)  (each a "Net
Proceeds  Offer  Amount")  shall be  applied by the  Company or such  Restricted
Subsidiary to make an offer to purchase (the "Net Proceeds  Offer")  pursuant to
Section 3.11 and this Section 4.10 to all Holders on a date not less than 30 nor
more than 45 days following the applicable Net Proceeds Offer Trigger Date, from
all Holders on a pro rata basis,  that amount of Notes equal to the Net Proceeds
Offer Amount at a price equal to 100% of the principal amount of the Notes to be
purchased,  plus accrued and unpaid  interest  thereon,  if any, to the Purchase
Date; provided, however, that if at any time any non-cash consideration received
by the Company or any Restricted  Subsidiary of the Company, as the case may be,
in  connection  with  any  Asset  Sale is  converted  into or sold or  otherwise
disposed of for cash  (other than  interest  received  with  respect to any such
non-cash consideration),  then such conversion or disposition shall be deemed to
constitute an Asset Sale  hereunder  and the Net Cash Proceeds  thereof shall be
applied in accordance with this Section 4.10.

          (3)  Notwithstanding  paragraphs (1) and (2) of this Section 4.10, the
Company and its  Restricted  Subsidiaries  may  consummate an Asset Sale without
complying with such paragraphs to the extent that:

          (a) at least 80% of the  consideration for such Asset Sale constitutes
     Replacement Assets; and

          (b)  such  Asset  Sale is for fair  market  value;  provided  that any
     consideration that does not constitute  Replacement Assets that is received
     by the Company or any of its Restricted Subsidiaries in connection with any
     Asset Sale  permitted  under this  paragraph (3) shall  constitute Net Cash
     Proceeds and shall be subject to the  provisions of paragraphs  (1) and (2)
     of this Section 4.10.

          (4) The  Company  or such  Restricted  Subsidiary  may  defer  the Net
Proceeds Offer until there is an aggregate  unutilized Net Proceeds Offer Amount
equal to or in excess of $20 million  resulting from one or more Asset Sales (at
which time, the entire  unutilized  Net Proceeds Offer Amount,  and not just the
amount in excess of $20 million,  shall be applied as required  pursuant to this
Section 4.10).

          (5) In the event of the transfer of substantially all (but not all) of
the property  and assets of the Company and its  Restricted  Subsidiaries  as an
entirety  to a Person  in a  transaction  permitted  under  Section  5.1 of this
Indenture,  which  transaction  does not  constitute  a Change of  Control,  the
successor  corporation shall be deemed to have sold the properties and assets of
the Company and its Restricted  Subsidiaries  not so transferred for purposes of
this Section  4.10,  and shall comply with the  provisions  of this Section 4.10
with respect to such deemed sale as if it were an Asset Sale.  In addition,  the
fair market value of such properties and assets of the Company or its Restricted
Subsidiaries  deemed  to be sold  shall be deemed  to be Net Cash  Proceeds  for
purposes of this Section 4.10.

          (6) The Company will comply with the  requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and  regulations are applicable in connection with the purchase
of Notes pursuant to a Net Proceeds  Offer. To the extent that the provisions of
any securities laws or regulations  conflict with this Section 4.10, the Company
shall comply with the applicable  securities  laws and regulations and shall not
be deemed to have  breached  its  obligations  under this Section 4.10 by virtue
thereof.

          (7) After  consummation of any Net Proceeds  Offers,  any Net Proceeds
Offer Amount not applied to any such purchase may be used by the Company for any
purpose permitted by the other provisions of this Indenture.

          (8) To the extent that any or all of the Net Cash Proceeds  related to
an Asset Sale of a Restricted Subsidiary are prohibited or delayed by applicable
law from being repatriated (in the form of dividends, loans or otherwise) to the
Company, the portion of such Net Cash Proceeds so affected shall not be required
to be applied at the time provided by this Section 4.10,  but may be retained by
the  applicable  Restricted  Subsidiary  so  long,  but  only so  long,  as such
applicable law will not permit  repatriation  to the Company (the Company having
agreed  to cause the  applicable  Restricted  Subsidiary  to  promptly  take all
actions required by the applicable law to permit such repatriation).  After such
repatriation  of any such  affected Net Cash  Proceeds is  permitted  under such
applicable  law,  such  repatriation  shall  be  immediately  effected  and such
repatriated  Net Cash  Proceeds will be applied in a manner as described in this
Section 4.10.

Section 4.11.     Limitations on Transactions with Affiliates.

          (1) The Company  will not,  and will not permit any of its  Restricted
Subsidiaries  to,  directly  or  indirectly,  enter  into or permit to exist any
transaction or series of related  transactions  (including,  without limitation,
the  purchase,  sale,  lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates  (each an "Affiliate
Transaction"),  other  than  Affiliate  Transactions  on terms  that are no less
favorable  than those that might  reasonably  have been obtained in a comparable
transaction at such time on an  arm's-length  basis from a Person that is not an
Affiliate of the Company or such Restricted Subsidiary.

          (2) All Affiliate  Transactions  (and each series of related Affiliate
Transactions  which are similar or part of a common  plan)  involving  aggregate
payments  or other  property  with a fair  market  value in excess of $2 million
shall be approved by the Board of  Directors  of the Company or such  Restricted
Subsidiary,  as the  case  may be,  such  approval  to be  evidenced  by a Board
Resolution  stating  that  such  Board of  Directors  has  determined  that such
transaction  complies  with the  foregoing  provisions.  If the  Company  or any
Restricted  Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $12.5  million,  the Company or such
Restricted  Subsidiary,  as the case may be,  shall,  prior to the  consummation
thereof,  obtain a favorable  opinion as to the fairness of such  transaction or
series  of  related  transactions  to the  Company  or the  relevant  Restricted
Subsidiary,  as the  case  may be,  from a  financial  point  of  view,  from an
Independent Financial Advisor and file the same with the Trustee.

          (3) The  restrictions  set forth in Section  4.11(1) and 4.11(2) shall
not apply to, and the term "Affiliate Transaction" shall not include, any of the
following (each of the following being a "Permitted Affiliate Transaction"):

          (a) reasonable fees and compensation paid to and indemnity provided on
     behalf of officers,  directors,  employees or consultants of the Company or
     any Restricted Subsidiary of the Company as determined in good faith by the
     Company's Board of Directors or senior management;

          (b)  transactions  to the  extent  exclusively  between  or among  the
     Company and any of its Restricted Subsidiaries or to the extent exclusively
     between or among such Restricted  Subsidiaries,  provided such transactions
     are not otherwise prohibited by this Indenture;

          (c) arrangements under the Company's transfer pricing guidelines,  the
     Intercorporate  Services  Agreement,  dated as of January  1,  2005,  among
     Kronos  Worldwide,  Inc., Kronos (US), Inc., the Company and Kronos Canada,
     Inc.,  the  Services  Agreement,  dated as of January  1,  2004,  among the
     Company,  Kronos Europe  S.A./N.V.,  Kronos (US), Inc.,  Kronos Titan GmbH,
     Kronos  Denmark  ApS,  Kronos  Canada,   Inc.,   Kronos  Limited,   Societe
     Industrielle Du Titane,  S.A., Kronos B.V., Kronos Titan AS and Titania AS,
     the Tax Agreement,  dated as of May 28, 2002, by and between  Kronos,  Inc.
     (now  known  as  Kronos  Worldwide,  Inc.)  and  the  Company,  the  Agency
     Agreement,  dated as of January 1, 2004,  among the  Company,  Kronos Titan
     GmbH,  Kronos Europe  S.A./N.V.,  Kronos Canada,  Inc., Kronos Titan AS and
     Societe  Industrielle Du Titane,  S.A., the Titanium  Dioxide  Products and
     Titanium  Chemicals  Distribution  Agreement,  dated as of January 1, 2005,
     among Kronos Titan GmbH, Kronos Europe,  S.A./N.V.,  Kronos Canada, Inc., =
     Kronos Titan AS, Kronos (US), Inc.,  Kronos Denmark ApS, Kronos Titan GmbH,
     Kronos Limited,  Societe  Industrielle Du Titane, S.A. and Kronos B.V., the
     Raw  Material  Purchase  and Sale  Agreement,  dated as of January 1, 2004,
     among Kronos (US), Inc.,  Kronos Titan GmbH,  Kronos Europe  S.A./N.V.  and
     Kronos Canada, Inc., the Assignment and Assumption  Agreement,  dated as of
     January 1, 1999,  by and between  Kronos (US),  Inc.  and the Company,  the
     Amended and Restated Technology Transfer and License Agreement, dated as of
     May 30, 1990,  between Kronos (USA),  Inc. (now known as Kronos  Worldwide,
     Inc.) and Kronos Titan-GmbH,  the Amended and Restated  Technology,  Patent
     and Trademark License  Agreement,  dated as of May 30, 1990, by and between
     Kronos (USA), Inc. (now known as Kronos Worldwide,  Inc.) and Kronos Europe
     S.A./N.V.,  the  Amended  and  Restated  Technology,  Patent and  Trademark
     License  Agreement,  dated as of May 30, 1990, by and between Kronos (USA),
     Inc. (now known as Kronos  Worldwide,  Inc.) and Kronos  Canada,  Inc., the
     Cross License  Agreement,  effective  January 1, 1999,  between Kronos Inc.
     (now known as Kronos Worldwide, Inc.) and the Company and the Trademark Use
     Agreement,  dated as of May 30, 1990,  between  Kronos,  Inc. (now known as
     Kronos (US),  Inc.),  Kronos (USA),  Inc.  (now known as Kronos  Worldwide,
     Inc.), Kronos Titan-GmbH and = Kronos Titan A/S and amended effective as of
     October 16,  1993 and January 1, 1999,  in each case as in effect as of the
     Issue Date or any amendment thereto or any transaction contemplated thereby
     (including pursuant to any amendment thereto) in any replacement  agreement
     thereto so long as any such amendment or replacement  agreement is not more
     disadvantageous  to the Holders in any  material  respect than the original
     agreement  as in  effect  on  the  Issue  Date  or is  required  by  law or
     regulatory  authority  or the  Transfer  Pricing  Guidelines  issued by the
     Organization for Economic Cooperation and Development;

          (d)  purchases  and  sales of  product  and raw  materials,  insurance
     arrangements  and payments,  all of the foregoing in the ordinary course of
     business   consistent  with  past  practice  or  as  may  be  necessary  to
     accommodate  legal,  regulatory  or other  changes in the  business  of the
     Company and its Restricted Subsidiaries; and

          (e) Restricted Payments (or Permitted Investments set forth in clauses
     (4),  (7) and (12) of the  definition  thereof  contained  in Section  1.1)
     permitted by this Indenture.

Section 4.12.     Limitation on Liens.

          The  Company  will  not,  and will  not  cause  or  permit  any of its
Restricted  Subsidiaries to, directly or indirectly,  create,  incur,  assume or
permit or suffer to exist any Liens of any kind  against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or  acquired  after the Issue Date,  or any  proceeds  therefrom,  or
assign or  otherwise  convey any right to receive  income or profits  therefrom,
unless:

          (1) in the  case of  Liens  securing  Indebtedness  that is  expressly
     subordinate  or  junior in right of  payment  to the  Notes,  the Notes are
     secured by a Lien on such  property,  assets or proceeds  that is senior in
     priority to such Liens; and

          (2) in all other  cases,  the Notes are equally  and ratably  secured,
     except for:

               (a) Liens  existing as of the Issue Date to the extent and in the
          manner such Liens are in effect on the Issue Date and any  amendments,
          extensions,  renewals  or  substitutions  thereof  provided  that  the
          property  subject  to such  Liens as  amended,  extended,  renewed  or
          substituted is not materially different from that initially subject to
          such Liens as  determined  by the Board of Directors of the Company in
          their good faith judgment;

               (b) Liens securing Indebtedness under the Credit Agreement;

               (c) Liens  securing  senior  Indebtedness  incurred  pursuant  to
          clauses (11) or (12) of the definition of Permitted  Indebtedness,  as
          defined in Section 1.1;

               (d) Liens securing the Notes and any Guarantees;

               (e) Liens of the Company or a Wholly Owned Restricted  Subsidiary
          of the Company on assets of any Restricted Subsidiary of the Company;

               (f)  Liens  securing   Indebtedness  incurred  to  Refinance  any
          Indebtedness  which has been  secured by a Lien  permitted  under this
          Indenture  and  which  has been  incurred  without  violation  of this
          Indenture;  provided,  however,  that such  Liens do not  extend to or
          cover any  property or assets of the Company or any of its  Restricted
          Subsidiaries not securing the Indebtedness so Refinanced; and

               (g) Permitted Liens.

          In the event that any Lien the existence of which gives rise to a Lien
securing  the Notes  pursuant to the  provisions  of this Section 4.12 ceases to
exist,  the  Lien  securing  the  Notes  required  by this  Section  4.12  shall
automatically   be  released   and  the  Trustee   shall   execute   appropriate
documentation.

Section 4.13.     Conduct of Business.

          The Company  and its  Restricted  Subsidiaries  will not engage in any
businesses  which  are not the  same,  similar  or  reasonably  related  to,  or
ancillary  or  complementary  to, the  businesses  in which the  Company and its
Restricted Subsidiaries are engaged on the Issue Date.

Section 4.14.     Maintenance of Properties and Insurance.

          (1) The Company shall cause all material properties owned by or leased
by it or any of the Restricted  Subsidiaries used in the conduct of its business
or the business of any of the Restricted  Subsidiaries to be maintained and kept
in  normal  condition,  repair  and  working  order  (reasonable  wear  and tear
excepted)  and  shall  cause  to  be  made  all  necessary  repairs,   renewals,
replacements,  betterments and improvements  thereof,  all as, and to the extent
that,  in its judgment  may be  necessary,  so that the  business  carried on in
connection  therewith may be properly and  advantageously  conducted;  provided,
however,  that nothing in this Section  4.14(1) shall prevent the Company or any
of  the  Restricted  Subsidiaries  from  discontinuing  the  use,  operation  or
maintenance  of any of such  properties,  or disposing  of any of them,  if such
discontinuance  or disposal is, in the judgment of the Board of Directors of the
Company or of the Board of  Directors  of any  Restricted  Subsidiary,  or of an
officer  (or other agent  employed  by the  Company or of any of the  Restricted
Subsidiaries)  of the  Company  or any of  its  Restricted  Subsidiaries  having
managerial responsibility for any such property, desirable in the conduct of the
business of the Company or any Restricted Subsidiary, and if such discontinuance
or disposal would not reasonably be expected to have a Material Adverse Effect.

          (2) The  Company  shall  maintain,  and  shall  cause  the  Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses of
similar size,  including property and casualty loss,  workers'  compensation and
interruption  of business  insurance  to the extent  available  on  commercially
reasonable terms; provided,  however, that nothing in this Section 4.14(2) shall
prevent the Company or any of the Restricted Subsidiaries from discontinuing any
insurance, or modifying any such deductibles,  retentions,  self-insured amounts
or co-insurance  provisions,  if such  discontinuance or modification is, in the
judgment of the Board of  Directors  of the Company or of the Board of Directors
of any Restricted  Subsidiary,  or of an officer (or other agent employed by the
Company or of any of the Restricted  Subsidiaries)  of the Company or any of its
Restricted Subsidiaries having managerial responsibility for any such insurance,
desirable  in the  conduct of the  business  of the  Company  or any  Restricted
Subsidiary,  and if such  discontinuance or modification would not reasonably be
expected to have a Material Adverse Effect.

Section 4.15.     Offer to Purchase upon Change of Control.

          Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require  that the Company  purchase  all or any part (equal to
(euro)50,000  or an integral  multiple of (euro)1,000 in excess thereof) of such
Holder's  Notes (a "Change of Control  Offer") at a Purchase Price equal to 101%
of the  aggregate  principal  amount  thereof,  together with accrued and unpaid
interest and  Additional  Interest,  if any,  thereon to the Purchase  Date. The
Change  of  Control  Offer  shall  be made in  compliance  with  the  applicable
procedures  set forth in Article  III of this  Indenture  and shall  include all
instructions  and  materials  reasonably  necessary to enable  Holders to tender
their Notes.

          The Company  will not be  required  to make a Change of Control  Offer
upon a Change of Control if a third party  makes the Change of Control  Offer in
the manner,  at the times and otherwise in compliance with the  requirements set
forth in this  Indenture  applicable  to a Change of  Control  Offer made by the
Company,  and purchases all Notes validly  tendered and not withdrawn under such
Change of Control Offer.

          The Company will comply with the  requirements of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent such laws and  regulations are applicable in connection with the purchase
of  Notes  pursuant  to a  Change  of  Control  Offer.  To the  extent  that the
provisions  of any  securities  laws or  regulations  conflict with this Section
4.15,  the  Company  shall  comply  with  the  applicable  securities  laws  and
regulations and shall not be deemed to have breached its obligations  under this
Section 4.15 by virtue of such compliance.

Section 4.16.     Limitation of Guarantees by Restricted Subsidiaries.

          (1) The Company  will not permit any of its  Restricted  Subsidiaries,
directly  or  indirectly,  by way of the  pledge  of any  intercompany  note  or
otherwise,  to assume,  guarantee  or in any other  manner  become  liable  with
respect to any Indebtedness of the Company or any other Restricted Subsidiary of
the Company (other than: (i) Indebtedness and other obligations under the Credit
Agreement;  (ii)  Permitted  Indebtedness  of a  Restricted  Subsidiary  of  the
Company; (iii) Indebtedness under Currency Agreements or Commodity Agreements in
reliance on clause (5) of the  definition  of  Permitted  Indebtedness;  or (iv)
Interest Swap  Obligations  incurred in reliance on clause (4) of the definition
of Permitted Indebtedness), unless, in any such case:

          (a) such  Restricted  Subsidiary  executes and delivers a supplemental
     indenture to this Indenture,  providing a guarantee of payment of the Notes
     by such Restricted Subsidiary; and

          (b)  if  such  assumption,   guarantee  or  other  liability  of  such
     Restricted  Subsidiary  is  provided  in  respect of  Indebtedness  that is
     expressly  subordinated  to the Notes (or a Guarantee  of the  Notes),  the
     guarantee or other  instrument  provided by such  Restricted  Subsidiary in
     respect of such  subordinated  Indebtedness  shall be  subordinated  to the
     Guarantee  pursuant to  subordination  provisions no less  favorable to the
     Holders of the Notes than those contained in such other Indebtedness.

          (2) Notwithstanding the foregoing,  any such Guarantee by a Restricted
Subsidiary  of the Notes shall (and shall provide by its terms that it shall) be
automatically and unconditionally  released and discharged,  without any further
action required on the part of the Trustee or any Holder, upon:

     (a) the  unconditional  release  of such  Restricted  Subsidiary  from  its
assumption,  guarantee  or other  liability  in respect of the  Indebtedness  in
connection  with which such  Guarantee  was executed and  delivered  pursuant to
Section 4.16(1); or

     (b) any sale or other  disposition  (by merger or  otherwise) to any Person
which is not a Restricted  Subsidiary of the Company of all of the Capital Stock
in, or all or  substantially  all of the assets of, such Restricted  Subsidiary;
provided  that (i) such sale or  disposition  of such Capital Stock or assets is
otherwise  in  compliance  with  the  terms  of this  Indenture  and  (ii)  such
assumption,  guarantee or other liability of such Restricted Subsidiary has been
released by the holders of the other Indebtedness so guaranteed.

Section 4.17.     Provision of Security.

          The Company will not form,  acquire or maintain any direct  Restricted
Subsidiary (other than Kronos Chemie-GmbH and Kronos World Services,  S.A./N.V.,
so long as each such  company  shall have  gross  assets of less than $3 million
(net of  assets  contributed  thereto  for the  express  purposes  of  expunging
contingent liabilities), and any other direct Restricted Subsidiary having gross
assets  of less  than $1  million),  unless,  concurrently  with the  formation,
acquisition  or maintenance  of such  Subsidiary,  the Company shall execute and
deliver, or cause to be executed and delivered, to the Trustee or the Collateral
Agent for their  respective  benefit as Trustee or  Collateral  Agent or for the
benefit  of  Holders,  one or more  pledge  agreements,  in form  and  substance
reasonably  satisfactory  to the  Trustee  or the  Collateral  Agent  for  their
respective  benefit  as Trustee or  Collateral  Agent or for the  benefit of the
Holders,  pursuant  to which  not less  than  65% of the  Capital  Stock of such
Subsidiary  is  pledged  to  the  Trustee  or the  Collateral  Agent  for  their
respective  benefit  as Trustee or  Collateral  Agent or for the  benefit of the
Holders and the Company shall,  concurrently therewith,  execute and deliver all
documents,   instruments  and  agreements  in  form  and  substance   reasonably
satisfactory to the Trustee or the Collateral Agent for their respective benefit
as Trustee or  Collateral  Agent or for the  benefit of the  Holders  reasonably
necessary  in the  opinion  of the  Trustee  or the  Collateral  Agent for their
respective  benefit  as Trustee or  Collateral  Agent or for the  benefit of the
Holders to grant and maintain at all times a fully perfected  senior Lien on the
collateral pledged pursuant to such pledge agreements.

Section 4.18.     Limitation on Preferred Stock of Restricted Subsidiaries.

          The  Company  will not permit any of its  Restricted  Subsidiaries  to
issue any  Preferred  Stock  (other  than to the  Company  or to a Wholly  Owned
Restricted  Subsidiary  of the  Company)  or permit any Person  (other  than the
Company or a Wholly  Owned  Restricted  Subsidiary  of the  Company)  to own any
Preferred Stock of any Restricted Subsidiary of the Company.

Section 4.19.     Payments to the Collateral Agent.

          Notwithstanding  any other  provision of this  Indenture or the Notes,
the Company irrevocably and unconditionally  undertakes to pay to the Collateral
Agent,  as a  creditor  in its  own  right  and not as a  representative  of the
Holders,  sums equal to and in the currency of, its Primary  Obligations as when
the same fall due for payment under this  Indenture or the Notes (the  "Parallel
Obligations").

          The  rights  of  the  Holders  to  receive   payment  of  the  Primary
Obligations are several and separate and independent from, without prejudice to,
the  rights  of  the  Collateral  Agent  to  receive  payment  of  the  Parallel
Obligations. The Collateral Agent shall have its own independent right to demand
payment of the Parallel Obligations.

          The amounts due and payable by the  Company  under this  Section  4.19
shall be  decreased  to the extent  that the Company has paid any amounts to (i)
any Holder in respect of the Primary Obligations or (ii) to the Collateral Agent
in respect of the Parallel Obligations.

Section 4.20.     Corporate Existence.

          Except as otherwise  permitted  by Article V, the Company  shall do or
cause to be done all things  necessary  to  preserve  and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each  of the  Restricted  Subsidiaries  in  accordance  with  the  respective
organizational  documents  of each  Restricted  Subsidiary  (as the  same may be
amended from time to time);  provided,  however,  that the Company  shall not be
required to preserve any such  corporate,  partnership or other existence of any
Restricted  Subsidiary if the Board of Directors of the Company shall  determine
that the  preservation  thereof  is no longer  desirable  in the  conduct of the
business of the Company and its Restricted  Subsidiaries,  taken as a whole, and
that the loss  thereof  would not  reasonably  be  expected  to have a  Material
Adverse Effect.

Section 4.21.     Compliance with Laws.

          The  Company  shall  comply,  and shall  cause each of the  Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and  restrictions  of the  European  Union,  any  state  that is a member of the
European  Union on the Issue Date, the United States,  any states  thereof,  the
District  of  Columbia  or  the  Kingdom  of  Norway  and  of  any  governmental
department,   commission,   board,  regulatory  authority,  bureau,  agency  and
instrumentality of the foregoing,  each to the extent applicable,  in respect of
the conduct of their respective businesses and the ownership of their respective
properties,  except  for  such  noncompliances  as  would  not in the  aggregate
reasonably be expected to have a Material Adverse Effect.

ARTICLE V.

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.

          (1) The Company will not, in a single transaction or series of related
transactions,  consolidate  or merge with or into any Person,  or sell,  assign,
transfer,  lease,  convey  or  otherwise  dispose  of (or  cause or  permit  any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise  dispose  of)  all  or  substantially  all  of  the  Company's  assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries)  whether as an  entirety  or  substantially  as an entirety to any
Person unless:

          (a) either:

               (i) the Company shall be the surviving or continuing corporation;
          or

               (ii) the  Person  (if  other  than the  Company)  formed  by such
          consolidation  or into which the Company is merged or the Person which
          acquires by sale,  assignment,  transfer,  lease,  conveyance or other
          disposition  the  properties  and  assets  of the  Company  and of the
          Company's  Restricted  Subsidiaries  substantially as an entirety (the
          "Surviving Entity"):

                    (A) shall be a corporation  organized  and validly  existing
               under the laws of the  United  States,  any state  thereof or the
               District of Columbia; and

                    (B) shall expressly  assume,  by supplemental  indenture (in
               form and substance  satisfactory  to the  Trustee),  executed and
               delivered  to the Trustee,  the due and  punctual  payment of the
               principal  of, and  premium,  if any,  and interest on all of the
               Notes and the  performance of every  covenant of the Notes,  this
               Indenture and the  Registration  Rights  Agreement on the part of
               the Company to be performed or observed;

          (b)  immediately  after  giving  effect  to such  transaction  and the
     assumption  contemplated  by  Section  5.1(1)(a)(ii)(B)  (including  giving
     effect  to  any   Indebtedness  and  Acquired   Indebtedness   incurred  or
     anticipated  to be  incurred  in  connection  with  or in  respect  of such
     transaction), the Company or such Surviving Entity, as the case may be, (a)
     shall  have  a  Consolidated  Net  Worth  equal  to  or  greater  than  the
     Consolidated Net Worth of the Company immediately prior to such transaction
     and (b) shall be able to incur at least  $1.00 of  additional  Indebtedness
     (other than Permitted Indebtedness) pursuant to Section 4.9;

          (c)  immediately  before and  immediately  after giving effect to such
     transaction  and the assumption  contemplated  by Section  5.1(1)(a)(ii)(B)
     (including,  without  limitation,  giving  effect to any  Indebtedness  and
     Acquired  Indebtedness  incurred or anticipated to be incurred and any Lien
     granted in connection with or in respect of the transaction), no Default or
     Event of Default shall have occurred or be continuing; and

          (d) the Company or the  Surviving  Entity shall have  delivered to the
     Trustee an Officers'  Certificate  and an Opinion of Counsel,  each stating
     that  such  consolidation,   merger,  sale,  assignment,  transfer,  lease,
     conveyance  or  other  disposition  and,  if a  supplemental  indenture  is
     required in connection with such transaction,  such supplemental  indenture
     comply  with  the  applicable  provisions  of this  Indenture  and that all
     conditions  precedent in this Indenture  relating to such  transaction have
     been satisfied.

          (2) For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise,  in a single transaction or series of transactions) of all or
substantially  all of the  properties  or  assets  of  one  or  more  Restricted
Subsidiaries  of the  Company,  the Capital  Stock of which  constitutes  all or
substantially  all of the properties and assets of the Company,  shall be deemed
to be the transfer of all or  substantially  all of the properties and assets of
the Company.

          (3)  Notwithstanding  the  foregoing,  neither  the  Company  nor  any
Subsidiary will consolidate or merge with NL Industries.

          (4) Each Guarantor  (other than any Guarantor whose Guarantee is to be
released in accordance  with the terms of the  Guarantee  and this  Indenture in
connection with any transaction complying with the provisions of Section 4.10 of
this Indenture) will not, and the Company will not cause or permit any Guarantor
to,  consolidate with or merge with or into any Person other than the Company or
any other Guarantor unless:

          (a) the entity formed by or surviving any such consolidation or merger
     (if other than the Guarantor) or to which such sale,  lease,  conveyance or
     other  disposition  shall  have been made is a  corporation  organized  and
     existing under the laws of the European  Union,  any state that is a member
     of the  European  Union on the Issue  Date,  the United  States,  any State
     thereof, the District of Columbia or the Kingdom of Norway;

          (b)  such  entity  assumes  by  supplemental   indenture  all  of  the
     obligations of the Guarantor on the Guarantee;

          (c) immediately after giving effect to such transaction, no Default or
     Event of Default shall have occurred and be continuing; and

          (d) immediately after giving effect to such transaction and the use of
     any net proceeds therefrom on a pro forma basis, the Company (i) shall have
     a  Consolidated  Net Worth equal to or greater  than the  Consolidated  Net
     Worth of the Company  immediately  prior to such transaction and (ii) shall
     be able to incur at least  $1.00 of  additional  Indebtedness  (other  than
     Permitted Indebtedness) pursuant to Section 4.9 of this Indenture.

          (5) Any  merger  or  consolidation  of a  Guarantor  with and into the
Company (with the Company being the surviving  entity) or another Guarantor need
only comply with Section 5.1(1)(d).

Section 5.2.      Successor Corporation Substituted.

          Upon any  consolidation,  combination or merger or any transfer of all
or  substantially  all of the assets of the Company in  accordance  with Section
5.1,  in which the  Company is not the  continuing  corporation,  the  successor
Person  formed by such  consolidation  or into which the Company is merged or to
which  such  conveyance,  lease or  transfer  is made shall  succeed  to, and be
substituted  for, and may exercise  every right and power of, the Company  under
this  Indenture and the Notes with the same effect as if such  surviving  entity
had been named as such.

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

          Each of the following constitutes an "Event of Default":

          (1) the failure to pay  interest on any Note when the same becomes due
     and payable and the default continues for a period of 30 days;

          (2) the failure to pay the principal of any Note,  when such principal
     becomes  due  and  payable,  at  maturity,  upon  redemption  or  otherwise
     (including  the  failure  to make a  payment  to  purchase  Notes  tendered
     pursuant to a Change of Control Offer or a Net Proceeds Offer);

          (3) a default in the  observance or  performance of any other covenant
     or agreement  contained in this  Indenture or any Security  Document  which
     default  continues  for a period  of 45 days  after  the  Company  receives
     written  notice  specifying the default (and demanding that such default be
     remedied)  from  the  Trustee  or  the  Holders  of at  least  25%  of  the
     outstanding  principal amount of the Notes (except in the case of a default
     with respect to Section 5.1 of this  Indenture,  which will  constitute  an
     Event of Default with such notice  requirement  but without such passage of
     time requirement);

          (4) the failure to pay at final  maturity  (after giving effect to any
     applicable  grace periods and any extensions  thereof) the principal amount
     of any  Indebtedness  of the Company or any  Restricted  Subsidiary  of the
     Company,  or the  acceleration  of the final  stated  maturity  of any such
     Indebtedness  (which  acceleration is not rescinded,  annulled or otherwise
     cured  within  20  days  of  receipt  by the  Company  or  such  Restricted
     Subsidiary of notice of any such acceleration),  if the aggregate principal
     amount of such  Indebtedness,  together  with the  principal  amount of any
     other such  Indebtedness  in default for failure to pay  principal at final
     maturity or which has been  accelerated (in each case with respect to which
     the 20-day period  described above has elapsed),  aggregates $20 million or
     more at any time;

          (5) the repudiation by the Company of any of its obligations under any
     Security Document, or the unenforceability of any Security Document against
     the  Company,  if such  unenforceability  reasonably  would be  expected to
     result in a material  adverse  effect on the Liens  granted by the  Company
     pursuant to such Security Documents;

          (6) one or more  judgments  in an  aggregate  amount  in excess of $20
     million  shall  have  been  rendered  against  the  Company  or  any of its
     Restricted  Subsidiaries and such judgments remain undischarged,  unpaid or
     unstayed for a period of 60 days after such  judgment or  judgments  become
     final and non-appealable;

          (7) the Company or any Significant Subsidiary of the Company:

               (a) commences a voluntary case under any Bankruptcy Law,

               (b) consents to the entry of an order for relief against it in an
          involuntary case,

               (c) consents to the  appointment of a custodian or receiver of it
          or for all or substantially all of its property,

               (d) makes a general  assignment for the benefit of its creditors,
          or

               (e)  admits in  writing  its  inability  to pay its debts as they
          become due; or

          (8) a court of competent  jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (a) is for relief in an  involuntary  case against the Company or
          any Significant Subsidiary of the Company;

               (b)  appoints  a  custodian  or  receiver  of the  Company or any
          Significant Subsidiary or for all or substantially all of the property
          of any of the foregoing; or

               (c)  orders  the  liquidation  of  the  Company  or  any  of  its
          Significant Subsidiaries;

          and  the  order  or  decree  remains  unstayed  and in  effect  for 60
     consecutive days.

Section 6.2.      Acceleration.

          If any Event of Default  (other than an Event of Default  specified in
clause (7) or (8) of Section 6.1 of this  Indenture with respect to the Company)
shall  occur and be  continuing,  the  Trustee or the Holders of at least 25% in
principal amount of the then outstanding  Notes by written notice to the Company
(and the  Trustee,  if such  notice is given by such  Holders)  may  declare the
principal of and accrued and unpaid  interest on the Notes to be due and payable
immediately,  which notice shall  specify the  respective  Events of Default and
that it is a "Notice of  Acceleration".  Upon any such  declaration,  the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if
any, on the Notes shall become immediately due and payable.

          Notwithstanding  the  foregoing,  if an Event of Default  specified in
clause (7) or (8) of Section 6.1 of this  Indenture  with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued  and unpaid  interest on all of the  outstanding  Notes shall ipso facto
become and be immediately  due and payable  without any declaration or other act
on the part of the Trustee or any Holder.

          The Holders of a majority in principal  amount of the then outstanding
Notes by written  notice to the Company  and the  Trustee  may, on behalf of the
Holders  of all of the  Notes,  rescind  and  cancel  such  declaration  and its
consequences:

          (1) if the rescission would not conflict with any judgment or decree;

          (2) if all existing Events of Default have been cured or waived except
     nonpayment of principal or interest  that has become due solely  because of
     the acceleration;

          (3) to the extent the payment of such interest is lawful,  interest on
     overdue  installments of interest and overdue  principal,  which has become
     due otherwise than by such declaration of acceleration, has been paid;

          (4) if the Company has paid the  Trustee its  reasonable  compensation
     and  reimbursed the Trustee for its expenses,  disbursements  and advances;
     and

          (5) in the event of the cure or waiver of an Event of  Default  of the
     type described in Section 6.1(6) of this Indenture,  the Trustee shall have
     received an Officers' Certificate and an Opinion of Counsel that such Event
     of Default has been cured or waived.

          No such  rescission  shall affect any  subsequent  Default or Event of
Default or impair any right consequent thereto.

Section 6.3.      Other Remedies.

          If an Event of  Default  occurs and is  continuing,  the  Trustee  may
pursue any  available  remedy to collect the payment of principal,  premium,  if
any,  interest or  Additional  Interest,  if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding  even if it does not possess any
of the Notes or does not produce any of them in the proceeding, and any recovery
or  judgment   shall,   after  provision  for  the  payment  of  the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel,  be for the ratable benefit of the Holders of the Notes. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default  shall not impair the right or remedy or  constitute  a
waiver of or acquiescence  in the Event of Default.  All remedies are cumulative
to the extent permitted by law.

Section 6.4.      Waiver of Past Defaults.

          The Holders of a majority in  principal  amount of the Notes may waive
any existing or past Default or Event of Default under this  Indenture,  and its
consequences, except a default in the payment of the principal of or interest on
any Notes.  Upon any such  waiver,  such Default  shall cease to exist,  and any
Event of Default arising  therefrom shall be deemed to have been cured for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.5.      Control by Majority.

          Holders  of a majority  in  principal  amount of the then  outstanding
Notes may direct the time,  method and place of conducting  any  proceeding  for
exercising any remedy  available to the Trustee or exercising any trust or power
conferred on it.  However,  the Trustee may refuse to follow any direction  that
conflicts with  applicable  law or this  Indenture  that the Trustee  reasonably
determines may be unduly  prejudicial to the rights of other Holders of Notes or
that may subject the Trustee to personal  liability and shall be entitled to the
benefit of Sections 7.1(3)(c) and 7.1(5) of this Indenture.

Section 6.6.      Limitation on Suits.

          A Holder of a Note may pursue a remedy with respect to this  Indenture
or the Notes only if:

          (1) the  Holder of a Note  gives to the  Trustee  written  notice of a
     continuing  Event of Default  (other than an Event of Default  specified in
     Section 6.1(7) or 6.1(8));

          (2) the  Holders  of at  least  25% in  principal  amount  of the then
     outstanding  Notes  make a written  request  to the  Trustee  to pursue the
     remedy;

          (3) such Holder or Holders of Notes offer and, if  requested,  provide
     to the Trustee  indemnity  satisfactory  to the  Trustee  against any loss,
     liability or expense;

          (4) the Trustee does not comply with the request  within 60 days after
     receipt of the request and the offer and, if  requested,  the  provision of
     indemnity; and

          (5) during such 60-day  period the Holders of a majority in  principal
     amount of the then  outstanding  Notes do not give the  Trustee a direction
     inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another  Holder of a
Note.

          Notwithstanding  the  foregoing,  if an Event of Default  specified in
clause (7) or (8) of Section 6.1 of this  Indenture  with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued  and unpaid  interest on all of the  outstanding  Notes shall ipso facto
become and be immediately  due and payable  without any declaration or other act
on the part of the Trustee or any Holder.

Section 6.7.      Rights of Holders of Notes to Receive Payment.

          Notwithstanding  any other provision of this  Indenture,  the right of
any Holder of a Note to receive  payment of  principal  of, or premium,  if any,
interest or Additional Interest, if any, on the Note, on or after the respective
due dates thereon  (including in  connection  with an offer to purchase),  or to
bring suit for the  enforcement of any such payment on or after such  respective
dates,  shall not be impaired or  affected  without the written  consent of such
Holder.

Section 6.8.      Collection Suit by Trustee.

          If an Event of Default  specified in Section  6.l(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express  trust  against  the  Company  for the whole  amount of
principal of, premium and Additional  Interest,  if any, and interest  remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and Additional  Interest,  if any, and such further amounts as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable compensation, expense, disbursements and advances of the Trustee, its
agents and counsel.

Section 6.9.      Trustee May File Proofs of Claim.

          The  Trustee  is  authorized  to file  such  proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable  compensation,  expenses,
disbursements and advances of the Trustee,  its agents  (including  accountants,
experts or such other professionals as the Trustee deems necessary, advisable or
appropriate)  and counsel) and the Holders of the Notes  allowed in any judicial
proceedings  relative to the Company (or any other obligor upon the Notes),  its
creditors  or its  property  and shall be  entitled  and  empowered  to collect,
receive and distribute any money or other property payable or deliverable on any
such  claims,  and any  custodian  in any such  judicial  proceeding  is  hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall  consent to the making of such  payments  directly to the
Holders,  to  pay to the  Trustee  any  amount  due  to it  for  the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel,  and any other  amounts due the Trustee  under  Section 7.7 of this
Indenture.  To the extent that the payment of any such  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7 of this Indenture out of the estate in
any such proceeding,  shall be denied for any reason,  payment of the same shall
be secured  by a lien on,  and shall be paid out of, any and all  distributions,
dividends,  money,  securities  and other  properties  that the  Holders  may be
entitled to receive in such proceeding  whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any  Holder any plan of  reorganization,  arrangement,  adjustment  or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.     Priorities.

          If the Trustee  collects any money pursuant to this Article,  it shall
pay out the money in the following order:

          First:  to the Trustee,  its agents and attorneys,  and any Collateral
     Agent,  for amounts  due under  Section  7.7 of this  Indenture,  including
     payment of all  compensation,  expense and  liabilities  incurred,  and all
     advances made, by the Trustee and the costs and expenses of collection;

          Second:  to Holders of Notes for  amounts  due and unpaid on the Notes
     for principal, Purchase Price, Redemption Price and Additional Interest, if
     any, and  interest,  ratably,  without  preference or priority of any kind,
     according  to the  amounts  due and  payable  on the Notes  for  principal,
     Purchase  Price,  Redemption  Price and  Additional  Interest,  if any, and
     interest, respectively; and

          Third: to the Company,  the Guarantors,  if any, or to such party as a
     court of competent jurisdiction shall direct.

The  Trustee may fix a special  record date and payment  date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.     Undertaking for Costs.

          In any suit for the  enforcement  of any  right or remedy  under  this
Indenture  or in any suit against the Trustee for any action taken or omitted by
it as a Trustee,  a court in its  discretion may require the filing by any party
litigant  in the suit of an  undertaking  to pay the costs of the suit,  and the
court in its  discretion  may  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against any party litigant in the suit,  having due regard to
the merits and good faith of the claims or defenses made by the party  litigant.
This  Section  does  not  apply  to a suit by the  Trustee,  a suit by a  Holder
pursuant to Section 6.7 of this Indenture, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

ARTICLE VII.

                                     TRUSTEE

Section 7.1.      Duties of Trustee.

          (1) If an Event of Default has occurred and is continuing, the Trustee
shall  exercise such rights and powers vested in it by this  Indenture,  and use
the same degree of care and skill in its  exercise,  as a prudent  person  would
exercise or use under the circumstances in the conduct of his own affairs.

          (2) Except during the continuance of an Event of Default:

          (a) the  duties  of the  Trustee  shall be  determined  solely  by the
     express  provisions  of this  Indenture  and the TIA and the  Trustee  need
     perform only those duties that are specifically set forth in this Indenture
     and no others,  and no implied  covenants or obligations shall be read into
     this Indenture or the TIA against the Trustee; and

          (b)  in the  absence  of  bad  faith  on its  part,  the  Trustee  may
     conclusively rely, without investigation, as to the truth or the statements
     and the correctness of the opinions expressed therein, upon and statements,
     certificates  or opinions  furnished to the Trustee and  conforming  to the
     requirements  of this  Indenture.  However,  the Trustee  shall examine the
     certificates  and opinions  required to be  furnished to the Trustee  under
     this  Indenture to  determine  whether or not they conform on their face to
     the  requirements  of this  Indenture  but  need  not  confirm,  verify  or
     investigate  the accuracy of any  mathematical  calculations or other facts
     stated therein.

          (3) The  Trustee  may not be  relieved  from  liabilities  for its own
negligent  action,  its  own  negligent  failure  to  act,  or its  own  willful
misconduct, except that:

          (a) this  paragraph  (3) does not limit the effect of paragraph (2) of
     this Section 7.1;

          (b) the Trustee  shall not be liable for any error of judgment made in
     good faith by a Responsible  Officer,  unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (c) the  Trustee  shall not be liable  with  respect  to any action it
     takes  or  omits  to take in good  faith  in  accordance  with a  direction
     received by it pursuant to Section 6.5 of this Indenture.

          (4) Whether or not therein  expressly so provided,  every provision of
this Indenture that in any way relates to the Trustee is subject to this Section
7.1.

          (5) No provision of this Indenture shall require the Trustee to expend
or risk its own  funds or incur any  liability.  The  Trustee  shall be under no
obligation to exercise any of its rights and powers under this  Indenture at the
request  or  direction  of any  Holders,  pursuant  to the  provisions  of  this
Indenture,  including, without limitation, Section 6.5, unless such Holder shall
have offered to the Trustee  security and indemnity  satisfactory  to it against
any loss,  liability or expense which might be incurred by it in compliance with
such request or direction.

          (6) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the  Trustee  need not be  segregated  from other  funds  except to the
extent required by law.

Section 7.2.      Rights of Trustee.

          (1) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any document  believed by it to be genuine and to
have been  signed or  presented  by the  proper  Person.  The  Trustee  need not
investigate any fact or matter stated in such document.

          (2) Before the Trustee acts or refrain from acting,  it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable  for any action it takes or omits to take in good  faith in  reliance  on
such Officers'  Certificate or Opinion of Counsel.  The Trustee may consult with
counsel of its choice and the advice of such  counsel  and  Opinions  of Counsel
shall be full and  complete  authorization  and  protection  from  liability  in
respect of any action  taken,  suffered or omitted by it hereunder in good faith
and in reliance thereon.

          (3) The Trustee may act through its  attorneys,  accountants,  experts
and such other  professionals  as the  Trustee  deems  necessary,  advisable  or
appropriate and shall not be responsible for the misconduct or negligence of any
attorney, accountant, expert or other such professional appointed with due care.

          (4) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith that it believes to be  authorized or within the rights or
powers conferred upon it by this Indenture.

          (5) Unless  otherwise  specifically  provided in this  Indenture,  any
demand,  request,  direction  or notice from the Company  shall be  sufficiently
evidenced by a written order signed by two Officers of the Company.

          (6) The Trustee shall not be charged with  knowledge of any Default or
Event of Default under Section 6.1 of this  Indenture  (other than under Section
6.1(1) (subject to the following  sentence) or Section 6.1(2) of this Indenture)
unless either (i) a Responsible  Officer shall have actual knowledge thereof, or
(ii) the Trustee shall have received  notice thereof in accordance  with Section
13.2 of this Indenture from the Company or any Holder of the Notes, which notice
specifically  references  the  Notes.  The  Trustee  shall not be  charged  with
knowledge  of the  Company's  obligation  to  pay  Additional  Interest,  or the
cessation of such obligation, unless the Trustee receives written notice thereof
from the Company or any Holder.

          (7) The Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request,  directions,  consent, order, bond, debenture,
note,  other  evidence  of  indebtedness  or other  paper or  document,  but the
Trustee, in its discretion,  may make such further inquiry or investigation into
such facts or matters as it may see fit.

          (8) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its rights to be indemnified, are
extended to, and shall be enforceable  by, the Trustee in each of its capacities
hereunder.

          (9) The  Trustee may request  that the  Company  deliver an  Officers'
Certificate  setting  forth the names of  individuals  and/or titles of officers
authorized at such time to take specified  actions  pursuant to this  Indenture,
which Officers'  Certificate  may be signed by any Person  authorized to sign an
Officers'  Certificate,  including any Person  specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.3.      Individual Rights of Trustee.

          The Trustee in its  individual  or any other  capacity  may become the
owner or  pledgee  of Notes  and may  otherwise  deal  with the  Company  or any
Affiliate  of the  Company  with the same  rights  it would  have if it were not
Trustee.  However,  in the  event  that the  Trustee  acquires  any  conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days,  apply  (subject to the  consent of the  Company)  to the  Commission  for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 of this
Indenture.

Section 7.4.      Trustee's Disclaimer.

          The Trustee shall not be responsible  for and makes no  representation
as to the validity or adequacy of this Indenture,  or the Notes, it shall not be
accountable  for the  Company's  use of the proceeds from the Notes or any money
paid to the Company or upon the Company's  direction under any provision of this
Indenture,  it shall not be responsible  for the use or application of any money
received  by any  Paying  Agent  other  than the  Trustee,  and it shall  not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection  with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.5.      Notice of Defaults.

          If a Default or Event of Default occurs and is continuing, the Trustee
shall  mail to  Holders  of Notes a notice of the  Default  or Event of  Default
within 90 days  after it  occurs.  Except in the case of a Default in payment on
any Note (including the failure to make a mandatory  purchase  pursuant hereto),
the  Trustee  may  withhold  the  notice  if and so long as a  committee  of its
Responsible  Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

Section 7.6.      Reports by Trustee to Holders of the Notes.

          Within 60 days after each April 1  beginning  with April 1, 2007,  and
for so long as Notes remain  outstanding,  the Trustee shall mail to the Holders
of the Notes a brief report dated as of such  reporting  date that complies with
TIA ss. 313(a) (but if no event  described in TIA ss. 313(a) has occurred within
the  twelve  (12)  months  preceding  the  reporting  date,  no  report  need be
transmitted).  The Trustee  also shall comply with TIA ss.  313(b).  The Trustee
shall also transmit by mail all reports as required by TIA ss. 313(c).

          A copy of each  report at the time of its  mailing  to the  Holders of
Notes  shall be mailed to the  Company  and filed with the  Commission  and each
stock exchange on which the Notes are listed in accordance  with TIA ss. 313(d).
The Company shall  promptly  notify the Trustee when the Notes are listed on any
stock exchange.

Section 7.7.      Compensation, Reimbursement and Indemnity.

          The  Company  shall  pay  to  the  Trustee  from  time  to  time  such
compensation  as shall be agreed  upon by the  Company  and the  Trustee for its
acceptance of this  Indenture  and the rendering by it of the services  required
hereunder.  The  Trustee's  compensation  shall  not be  limited  by any  law on
compensation  of a trustee of an express trust.  The Company shall reimburse the
Trustee  promptly upon request for all reasonable  out-of-pocket  disbursements,
advances and expenses  incurred or made by or on behalf of it in addition to the
compensation  for its  services.  Such  expenses  shall  include the  reasonable
compensation,   disbursements   and   expenses  of  the   Trustee's   attorneys,
accountants,  experts and such other  professionals  as the  Trustee  reasonably
deems necessary, advisable or appropriate.

          The Company shall indemnify the Trustee,  any predecessor  Trustee and
their officers,  employees and agents against any and all out-of-pocket  losses,
liabilities or expenses,  including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee)  incurred by it arising out of or
in connection  with the  acceptance or  administration  of its duties under this
Indenture (including its duties under Section 9.6 of this Indenture),  including
the  out-of-pocket  costs  and  expenses  of  enforcing  this  Indenture  or any
Guarantee  against the Company or a Guarantor  (including  this Section 7.7) and
defending  itself against or  investigating  any claim (whether  asserted by the
Company,  any  Guarantor,  any  Holder  or any other  Person)  or  liability  in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder,  except to the  extent  any such loss,  liability  or expense  may be
attributable to its negligence or willful  misconduct.  The Trustee shall notify
the Company  promptly of any claim for which it may seek  indemnity.  Failure by
the  Trustee to so notify  the  Company  shall not  relieve  the  Company of its
obligations  hereunder.  The Company shall defend any claim or threatened  claim
asserted  against the Trustee,  and the Trustee shall  cooperate in the defense.
The Trustee shall have the right to employ  separate  counsel in any such action
proceeding and participate in the  investigation  and defense  thereof,  and the
Company shall pay the  reasonable  fees and expenses of such  separate  counsel;
provided,  however,  that the Trustee may only  employ  separate  counsel at the
expense of the  Company  if in the  reasonable  judgment  of the  Trustee  (i) a
conflict of interest exists by reason of common representation or (ii) there are
legal  defenses  available  to the  Trustee  that are  different  from or are in
addition  to  those  available  to  the  Company  or  if  all  parties  commonly
represented do not agree as to the action (or inaction) of counsel.  The Company
need not pay for any  settlement  made without its consent,  which consent shall
not be unreasonably withheld.

          The  obligations  of the Company  under this Section 7.7 shall survive
the  resignation or removal of the Trustee,  the  satisfaction  and discharge of
this Indenture and the termination of this Indenture.

          To secure the Company's  payment  obligations in this Section 7.7, the
Trustee  shall have a Lien prior to the Notes on all money or  property  held or
collected by the Trustee, except that held in trust to pay principal, Redemption
Price or Purchase  Price of or  Additional  Interest,  if any,  or interest  on,
particular  Notes.  Such Lien shall  survive the  resignation  or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of
this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default  specified  in  Section  6.1(7)  or (8) of this  Indenture  occurs,  the
expenses and the compensation for the services  (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

Section 7.8.      Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment as provided in this Section 7.8.

          The Trustee may resign in writing at any time and be  discharged  from
the trust hereby created by so notifying the Company.  The Holders of Notes of a
majority  in  principal  amount of the then  outstanding  Notes may  remove  the
Trustee by so notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if:

          (1) the Trustee fails to comply with Section 7.10 of this Indenture;

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (3) a  custodian,  receiver  or  public  officer  takes  charge of the
     Trustee or its property for the purpose of rehabilitation,  conversation or
     liquidation; or

          (4) the Trustee becomes incapable of acting.

          If the  Trustee  resigns or is  removed or if a vacancy  exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the date on which the  successor  Trustee  takes
office,  the Holders of a majority in principal  amount of the then  outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

          If a successor  Trustee does not take office  within 30 days after the
retiring trustee resigns or is removed,  the retiring Trustee,  the Company,  or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent  jurisdiction for the appointment of a
successor Trustee.

          If the Trustee,  after written request by any Holder of a Note who has
been a bona fide holder of a Note or Notes for at least six (6) months, fails to
comply  with  Section  7.10,  such  Holder of a Note may  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor Trustee.

          A  successor  Trustee  shall  deliver  a  written  acceptance  of  its
appointment  to  the  retiring  Trustee  and  to  the  Company.  Thereupon,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
under this  Indenture.  The  Company  shall mail a notice of its  succession  to
Holder of the Notes. The retiring  Trustee shall promptly  transfer all property
held by it as Trustee to the successor  Trustee,  provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 of this Indenture.  Notwithstanding  replacement of the Trustee  pursuant to
this Section 7.8, the Company's  obligations under Section 7.7 of this Indenture
shall continue for the benefit of the retiring Trustee.

Section 7.9.      Successor Trustee by Merger, Etc.

          If the Trustee consolidates, merges or converts into, or transfers all
or  substantially  all of its corporate  trust business to, another  corporation
that is eligible under Section 7.10 of this Indenture, the successor corporation
without any further act shall be the successor Trustee.

Section 7.10.     Eligibility; Disqualification.

          There shall at all times be a Trustee  hereunder that is a corporation
organized and doing business under the laws of the United States or of any state
thereof  (including the District of Columbia) that is authorized under such laws
to exercise corporate trust power, that is subject to supervision or examination
by federal or state  authorities and that has a combined  capital and surplus of
at least $100 million as set forth in its most recent published annual report of
condition.

          This  Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements  of TIA ss.  310(a)(1),  (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11.     Preferential Collection of Claims Against Company.

          The  Trustee is  subject to TIA ss.  311(a),  excluding  any  creditor
relationship  listed in TIA ss.  311(b).  A  Trustee  who has  resigned  or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

Section 7.12.     Concerning the Trustee and the Collateral.

          The Trustee  shall have no duty to act outside of the United States or
the United  Kingdom in respect  of any  Collateral  located in the  jurisdiction
other than the United States or the United Kingdom  ("Foreign  Collateral")  but
shall at the specific request of a majority in aggregate principal amount of the
Notes or the Company appoint a Person or Persons to act on behalf of the Holders
with respect to such Foreign  Collateral.  Such qualified  Person or Persons and
the Trustee shall,  provided the same are reasonably  acceptable to the Trustee,
enter  into  a  collateral  assignment  pledge  agreement,  mortgage,  enforcing
document or other security  agreement  relating to the Lien or Security Interest
in such item of Foreign  Collateral  pursuant  to which  such  Person or Persons
shall  exercise  the rights  and  remedies  of the  Trustee  and  Holders in the
Collateral for their respective benefit.  The duties and responsibilities of the
Trustee with respect to any Person or Persons and any  Collateral are limited to
those set forth in this Article VII.

          Both before and after an Event of Default,  the Trustee  shall have no
duty to supervise or monitor such Collateral  Agent or its  performance,  and no
liability for any acts or omissions of such Collateral Agent;  provided that (x)
if  a  Responsible  Officer  has  actual  knowledge  of  willful  misconduct  or
negligence of such  Collateral  Agent,  the Trustee may replace such  Collateral
Agent with a  successor  Collateral  Agent  which it may appoint and (y) (i) the
Trustee shall satisfy itself that any instructions  given by the Trustee to such
Collateral  Agent have been  carried  out;  (ii) the Trustee  shall give to such
Collateral  Agent such  instructions  to make effective the Liens granted by the
Collateral  Documents  as the Company may request or, if an Event of Default has
occurred,  as shall  be  stated  to be  necessary  in the  Opinions  of  Counsel
furnished pursuant to Section 11.2 of this Indenture with respect to the Foreign
Collateral  with  respect to which any such  Collateral  Agent is acting and the
Liens granted  therein;  (iii) the Trustee shall give notice to such  Collateral
Agent of any  Event  of  Default  of  which a  Responsible  Officer  has  actual
knowledge;  and  (iv)  the  Trustee  may,  but  has no  obligation  to,  request
information  from such  Collateral  Agent with respect to realization on Foreign
Collateral.

Section 7.13.     Appointment of Co-Trustee.

          It is the purpose of this  Indenture  that there shall be no violation
of any law of any  jurisdiction  denying  or  restricting  the right of  banking
corporations  or   associations   to  transact   business  as  trustee  in  such
jurisdiction.  It is recognized that in case of litigation under this Indenture,
and in particular in case of the enforcement  thereof on default, or in the case
the  Trustee  deems  that  by  reason  of  any  present  or  future  law  of any
jurisdiction  it may not exercise any of the powers,  rights or remedies  herein
granted  to the  Trustee or hold title to the  properties,  in trust,  as herein
granted or take any action which may be  desirable  or  necessary in  connection
therewith,  it may be  necessary  that the  Trustee  appoint  an  individual  or
institution  as a separate  or  co-trustee.  The  following  provisions  of this
Section 7.13 are adopted to these ends.

          In the event that the Trustee  appoints an  additional  individual  or
institution as a separate or co-trustee,  each and every remedy,  power,  right,
claim,  demand,  cause of action,  immunity,  estate,  title,  interest and lien
expressed  or  intended by this  Indenture  to be  exercised  by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such  separate or  co-trustee  but only to the extent  necessary  to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent  that the Trustee by the laws of any  jurisdiction  is  incapable  of
exercising  such powers,  rights and remedies and every covenant and obligations
necessary to the exercise  thereof by such separate or  co-trustee  shall run to
and be enforceable by either of them.

          Should any  instrument  in writing from the Company be required by the
separate or  co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties,  rights, powers, trusts,
duties  and  obligations,  any and all such  instruments  in writing  shall,  on
reasonable  request,  be executed,  acknowledged  and  delivered by the Company;
provided, that if an Event of Default shall have occurred and be continuing,  if
the Company does not execute any such instrument  within fifteen (15) days after
request therefor,  the Trustee shall be empowered as an attorney-in-fact for the
Company to execute any such  instrument  in the Company's  name and stead,  such
power to be effective  for only such  continuance  of such Event of Default.  In
case any  separate or  co-trustee  or a successor  to either  shall die,  become
incapable of acting, resign or be removed, all the estates, properties,  rights,
powers, trusts, duties and obligations of such separate or co-trustee, so far as
permitted  by law,  shall  vest in and be  exercised  by the  Trustee  until the
appointment of a new trustee or successor to such separate or co-trustee.

          Every separate  trustee and co-trustee  shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (1) all rights and powers, conferred or imposed upon the Trustee shall
     be  conferred  or imposed  upon and may be  exercised  or performed by such
     separate trustee or co-trustee; and

          (2) no trustee  hereunder shall be personally  liable by reason of any
     act or omission of any other trustee hereunder.

     Any notice,  request or other  writing given to the Trustee shall be deemed
to have been given to each of the then  separate  trustees and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate  trustee or co-trustee shall refer to this Indenture and the conditions
of this Article.

     Any separate  trustee or co-trustee  may at any time appoint the Trustee as
its agent or attorney-in-fact  with full power and authority,  to the extent not
prohibited by law, to do any lawful act under or in respect of this Indenture on
its behalf and in its name.  If any separate  trustee or  co-trustee  shall die,
become  incapable  of  acting,  resign  or  be  removed,  all  of  its  estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successors trustee.

Section 7.14.     Trustee Not Liable for Losses or Damages.

          Anything in this  Indenture  to the  contrary  notwithstanding,  in no
event shall the Trustee be liable under or in connection with this Indenture for
indirect,  special,  incidental,  punitive or consequential losses or damages of
any kind whatsoever,  including but not limited to lost profits,  whether or not
foreseeable, even if the Trustee has been advised of the possibility thereof and
regardless of the form of action in which such damages are sought.

                                 ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of its Board of Directors  evidenced by
a resolution set forth in an Officers'  Certificate,  at any time, elect to have
either Section 8.2 or 8.3 of this Indenture be applied to all outstanding  Notes
upon compliance with the conditions set forth below in this Article VIII.

Section 8.2.      Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.1 of this Indenture of the
option  applicable to this Section 8.2, the Company and, if any, the Guarantors,
shall, subject to the satisfaction of the conditions set forth in Section 8.4 of
this Indenture,  be deemed to have been discharged from their  obligations  with
respect to all outstanding  Notes on the date the conditions set forth below are
satisfied (hereinafter,  "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
Indebtedness  represented by the outstanding  Notes,  which shall  thereafter be
deemed to the  "outstanding"  only for the purposes of Section 8.5 and the other
Sections of this Indenture  referred to in clauses (1) through (2) below, and to
have  satisfied all its other  obligations  under such Notes and this  Indenture
(and the Trustee, on demand of and at the expense of the Company,  shall execute
proper instruments  acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder:

          (1) the  rights of  Holders  to  receive  payments  in  respect of the
     principal of, premium, if any, and interest on the Notes when such payments
     are due;

          (2) the  Company's  obligations  with respect to the Notes  concerning
     issuing temporary Notes, registration of Notes, mutilated,  destroyed, lost
     or stolen Notes and the maintenance of an office or agency for payments;

          (3) the rights,  powers,  trust,  duties and immunities of the Trustee
     and the Company's obligations in connection therewith; and

          (4) the Legal Defeasance provisions of this Article VIII.

          Subject to compliance with this Article VIII, the Company may exercise
its option  under this Section 8.2,  notwithstanding  the prior  exercise of its
option under Section 8.3 of this Indenture.

Section 8.3.      Covenant Defeasance.

          Upon the Company's exercise under Section 8.1 of this Indenture of the
option  applicable  to this Section 8.3, the  Company,  the  Guarantors  and the
Restricted Subsidiaries of the Company shall, subject to the satisfaction of the
conditions  set forth in Section 8.4 of this  Indenture,  be  released  from its
obligations under the covenants contained in Sections 3.9, 3.10, 3.11, 4.3, 4.5,
4.7 through 4.18 of this Indenture,  inclusive,  and Section 5.1 with respect to
the  outstanding  Notes on and after the date the conditions set forth below are
satisfied (hereinafter,  "Covenant Defeasance"),  and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction,  waiver,  consent
or  declaration  or Act of Holders  (and the  consequences  of any  thereof)  in
connection  with such covenants,  but shall continue to be deemed  "outstanding"
for all other purposes  hereunder (it being understood that such Notes shall not
be deemed  outstanding  for  accounting  purposes).  For this purpose,  Covenant
Defeasance  means that, with respect to the outstanding  Notes,  the Company may
omit to  comply  with and  shall  have no  liability  in  respect  of any  term,
condition or  limitation  set forth in any such  covenant,  whether  directly or
indirectly,  by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other  document,  and such  omission  to comply  shall not  constitute  a
Default or an Event of Default under Section 6.1 of this Indenture,  but, except
as specified  above,  the  remainder of this  Indenture  and such Notes shall be
unaffected thereby.  In addition,  upon the Company's exercise under Section 8.1
of the option applicable to this Section 8.3, subject to the satisfaction of the
conditions set forth in Section 8.4, Sections 6.1(3),  and 6.1(5) through 6.1(8)
of this Indenture shall not constitute Events of Default.

Section 8.4.      Conditions to Legal or Covenant Defeasance.

          The  following  are the  conditions  precedent to the  application  of
either Section 8.2 or 8.3 of this Indenture to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1) the Company must irrevocably  deposit with the Trustee,  in trust,
     for the benefit of the Holders cash in Euros or Government Securities, or a
     combination thereof, in such amounts as will be sufficient,  in the opinion
     of a nationally  recognized firm of independent public accountants,  to pay
     the principal of, premium,  if any, and interest on the Notes on the stated
     date for payment thereof or on the applicable  redemption date, as the case
     may be,  and,  in the event  that the  Trustee at any time  determines  the
     amount on deposit is insufficient to pay the principal of, premium, if any,
     and interest on the Notes on the stated date for payment  thereof or on the
     applicable   redemption  date,  as  the  case  may  be,  the  Company  must
     irrevocably  deposit  with the  Trustee,  in trust,  for the benefit of the
     Holders additional cash in Euros or Government Securities, or a combination
     thereof,  in such  amounts  as will be,  together  with  prior  deposit(s),
     sufficient,  in the opinion of a nationally  recognized firm of independent
     public accountants,  to pay the principal of, premium, if any, and interest
     on the Notes on the stated  date for payment  thereof or on the  applicable
     redemption date, as the case may be;

          (2) in the case of Legal Defeasance,  the Company shall have delivered
     to the  Trustee an Opinion  of  Counsel  in the  United  States  reasonably
     acceptable  to the Trustee  confirming  that the Holders will not recognize
     income,  gain or loss for federal  income tax  purposes as a result of such
     Legal  Defeasance  and will be subject  to  federal  income tax on the same
     amounts,  in the same  manner  and at the same times as would have been the
     case if such Legal Defeasance had not occurred;

          (3) in the  case  of  Covenant  Defeasance,  the  Company  shall  have
     delivered  to the  Trustee an  Opinion  of  Counsel  in the  United  States
     reasonably  acceptable to the Trustee  confirming that the Holders will not
     recognize income,  gain or loss for federal income tax purposes as a result
     of such Covenant  Defeasance  and will be subject to federal  income tax on
     the same  amounts,  in the same  manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;

          (4) no  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing  on the date of such  deposit  (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such deposit
     and the  granting of Liens to secure such  borrowing  and such  deposit) or
     insofar as Events of  Default  from  bankruptcy  or  insolvency  events are
     concerned,  at any time in the period ending on the 91st day after the date
     of deposit;

          (5) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default  under,  this  Indenture or
     any other  material  agreement or instrument to which the Company or any of
     its  Subsidiaries  is a  party  or by  which  the  Company  or  any  of its
     Subsidiaries is bound (other than a breach,  violation or default resulting
     from the  borrowing  of  funds to be  applied  to such  borrowing  and such
     deposit and the granting of Liens to secure such deposit);

          (6) the  Company  shall have  delivered  to the  Trustee an  Officers'
     Certificate  stating  that the deposit was not made by the Company with the
     intent of preferring the Holders over any other creditors of the Company or
     with the intent of defeating,  hindering,  delaying or defrauding any other
     creditors of the Company or others;

          (7) the  Company  shall have  delivered  to the  Trustee an  Officers'
     Certificate  and an Opinion of Counsel,  each stating  that all  conditions
     precedent  specified  in this  Indenture  providing  for or relating to the
     Legal Defeasance or the Covenant Defeasance have been complied with; and

          (8) the  Company  shall have  delivered  to the  Trustee an Opinion of
     Counsel to the effect that:

               (a) either (i) the Company has  irrevocably  assigned  all of its
          ownership  interest  in the  trust  funds to the  Trustee  or (ii) the
          Trustee has a valid perfected security interest in the trust fund; and

               (b) assuming no intervening bankruptcy of the Company between the
          date of deposit  and the 91st day  following  the date of deposit  and
          that no  Holder  is an  insider  of the  Company,  after  the 91st day
          following the date of deposit,  the trust funds will not be subject to
          avoidance as a  preference  under  Section 547 of the U.S.  Bankruptcy
          Code.

          Notwithstanding  the  foregoing,  the  Opinion of Counsel  required by
clause (2) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore  delivered to the Trustee for cancellation (1) have become
due and payable or (2) will become due and payable on the  maturity  date within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.

Section 8.5.  Deposited  Money and  Government  Securities  to Be Held in Trust;
              Other Miscellaneous Provisions.

          Subject to Section  8.6 of this  Indenture,  all money and  Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying  trustee,  collectively  for purposes of this  Section 8.5 only,  the
"Trustee")  pursuant  to  Section  8.4  of  this  Indenture  in  respect  of the
outstanding  Notes  shall  be held in  trust  and  applied  by the  Trustee,  in
accordance with the provisions of such Notes and this Indenture, to the payment,
either  directly or through  any Paying  Agent  (other than the  Company) as the
Trustee  may  determine,  to the  Holders  of such  Notes of all sums due and to
become  due  thereon  in  respect  of  principal  or  Redemption  Price of,  and
Additional Interest, if any, interest on, the Notes, that such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and  indemnify the Trustee  against any tax, fee
or other charge imposed on or assessed against the cash or Government Securities
deposited  pursuant  to  Section  8.4 of this  Indenture  or the  principal  and
interest  received  in respect  thereof  other  than any such tax,  fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this  Article VIII to the  contrary  notwithstanding,  the
Trustee  shall  deliver or pay to the Company from time to time upon the request
of the  Company  any money or  Government  Securities  held by it as provided in
Section 8.4 of this Indenture  which, in the opinion of a nationally  recognized
firm of  independent  public  accountants  expressed in a written  certification
thereof  delivered  to the  Trustee  (which may be the opinion  delivered  under
Section  8.4(a) of this  Indenture),  are in excess of the amount  thereof  that
would then be required to be deposited to effect an equivalent  Legal Defeasance
or Covenant Defeasance.

Section 8.6.      Repayment to the Company.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the principal,  Redemption Price or
Purchase Price of, or Additional Interest,  if any, or interest on any Notes and
remaining  unclaimed  for two (2) years  after  such  amount  has become due and
payable  shall be paid to the  Company  on its  request  or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Notes shall
thereafter look only to the Company for payment  thereof as a general  creditor,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease;  provided,  however,  that the Trustee or such Paying Agent, before being
required to make any such repayment,  at the expense of the Company, if required
by  applicable  law shall cause to be published  once, in The New York Times and
The Wall Street Journal  (national  editions) and, so long as the Series B Notes
are admitted to the Official  List of the  Luxembourg  Stock  Exchange and it is
required  by the  rules  of the  Luxembourg  Stock  Exchange,  shall  cause  the
publication  of such  notice in English in a leading  newspaper  having  general
circulation in Luxembourg  (which is expected to be the Luxemburger Wort) or, if
such publication is not practicable, in one other leading English language daily
newspaper  with general  circulation  in Europe,  notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days  after  the date of such  notification  or  publication,  any  unclaimed
balance of such money then remaining will be repaid to the Company.

Section 8.7.      Reinstatement.

          If the  Trustee  or  Paying  Agent is  unable  to apply  any  Euros or
Government  Securities in accordance  with Section 8.2 or 8.3 of this Indenture,
as the  case  may be,  by  reason  of any  order  of  judgment  of any  court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then the obligations of the Company under this Indenture,  and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 of this Indenture until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3
of this Indenture,  as the case may be; provided,  however, that, if the Company
makes any payment with respect to any Note  following the  reinstatement  of its
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such Notes to receive  such payment from the money held by the Trustee or Paying
Agent.

ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.

          Notwithstanding  Section  9.2 of this  Indenture,  the Company and the
Trustee  (and,  in the case of the Security  Documents  to which the  Collateral
Agent is a party, the Collateral  Agent) may amend or supplement this Indenture,
the Security Documents or the Notes without the consent of any Holder of a Note:

          (1) to cure any  ambiguity,  defect or  inconsistency  so long as such
     changes do not, in the opinion of the Trustee,  adversely affect the rights
     of any of the Holders in any material respect;

          (2) to provide for uncertificated  notes in addition to or in place of
     certificated Notes;

          (3) to provide for the assumption of the Company's  obligations to the
     Holders  of the Notes in the case of a merger or  consolidation  or sale of
     all or  substantially  all of the Company's assets pursuant to Article V of
     this Indenture;

          (4) to comply  with the  requirements  of the  Commission  in order to
     effect or maintain the qualification of this Indenture under the TIA; or

          (5) to make any change  that would  provide any  additional  rights or
     benefits to the Holders of the Notes or that does not adversely  affect the
     legal rights hereunder of any Holder of the Notes in any material respect.

          Upon the request of the Company,  accompanied  by a resolution  of the
Board of Directors  (evidenced  by an  Officers'  Certificate)  authorizing  the
execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the  documents  described in Section  7.2(2) of this  Indenture,  the
Trustee  shall  join  with  the  Company  in the  execution  of any  amended  or
supplemental  Indenture  authorized or permitted by the terms of this  Indenture
and to make any further  appropriate  agreements  and  stipulations  that may be
therein  contained,  but the Trustee  shall not be  obligated to enter into such
amended  or  supplemental  Indenture  that  affects  its own  rights,  duties or
immunities under this Indenture or otherwise.

Section 9.2.      With Consent of Holders of Notes.

          Except as  provided  below in this  Section  9.2,  the Company and the
Trustee  (and,  in the case of the Security  Documents  to which the  Collateral
Agent is a party, the Collateral  Agent) may amend or supplement this Indenture,
the Security Documents (including any amendments that provide for the release of
all or a portion  of the  Collateral  as set  forth  in,  and  subject  to,  the
conditions herein and in the Security  Documents) and the Notes with the consent
of the  Holders of at least a  majority  in  principal  amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for the Notes),  and,  subject to Sections 6.2,
6.4 and 6.7 of this  Indenture,  any  existing  Default  or Event of  Default or
compliance  with any provision of this Indenture or the Notes may be waived with
the  consent  of the  Holders  of a  majority  in  principal  amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

          Without the consent of each Holder  affected,  an  amendment or waiver
may not (with respect to any Notes held by a non-consenting Holder):

          (1)  reduce  the  amount of Notes  whose  Holders  must  consent to an
     amendment;

          (2) reduce the rate of or change or have the  effect of  changing  the
     time for payment of interest, including defaulted interest, on any Notes;

          (3) reduce the  principal  of or change or have the effect of changing
     the fixed maturity of any Notes,  or change the date on which any Notes may
     be subject to redemption or reduce the redemption price therefor;

          (4) make any Notes  payable  in money  other  than that  stated in the
     Notes;

          (5) make any change in provisions  of this  Indenture  protecting  the
     right of each Holder to receive  payment of  principal  of and  interest on
     such  Holder's  Note on or after the due date  thereof  or to bring suit to
     enforce  such  payment,  or  permitting  Holders of a majority in principal
     amount of Notes to waive Defaults or Events of Default;

          (6) after the Company's obligation to purchase Notes arises hereunder,
     amend,  change or modify in any  material  respect  the  obligation  of the
     Company to make and  consummate a Change of Control Offer in the event of a
     Change of Control or make and  consummate a Net Proceeds Offer with respect
     to any Asset  Sale  that has been  consummated  or,  after  such  Change of
     Control has occurred or such Asset Sale has been consummated, modify any of
     the provisions or definitions with respect thereto; or

          (7) modify or change any  provision  of this  Indenture or the related
     definitions  affecting  the ranking of the  Indebtedness  evidenced  by the
     Notes.

          Upon the written request of the Company accompanied by a resolution of
the Board (evidenced by an Officers'  Certificate)  authorizing the execution of
any such amended or supplemental indenture, and upon the filing with the Trustee
of evidence  satisfactory  to the Trustee of the consent of the Holders of Notes
as  aforesaid,  and upon  receipt by the Trustee of the  documents  described in
Section 7.2(2) of this Indenture, the Trustee shall join with the Company in the
execution  of such  amended or  supplemental  indenture  unless such  amended or
supplemental  indenture  affects the Trustee's own rights,  duties or immunities
under  this  Indenture  or  otherwise,  in  which  case the  Trustee  may in its
discretion,  but  shall  not  be  obligated  to,  enter  into  such  amended  or
supplemental indenture.

          It shall not be  necessary  to obtain the  consent  of the  Holders of
Notes  under this  Section 9.2 to approve the  particular  form of any  proposed
amendment or waiver,  but it shall be  sufficient  if such consent  approves the
substance thereof.

          After an  amendment,  supplement  or waiver  under  this  Section  9.2
becomes  effective,  the  Company  shall mail to the  Holders of Notes  affected
thereby a notice briefly  describing the  amendment,  supplement or waiver.  Any
failure of the Company to mail such notice,  or any defect  therein,  shall not,
however,  in any way  impair or  affect  the  validity  of any such  amended  or
supplemental Indenture or waiver.

Section 9.3.      Compliance with Trust Indenture Act.

          Every  amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or  supplemental  indenture that complies with the TIA as
then in effect.

Section 9.4.      Revocation and Effect of Consents.

          Until an amendment,  supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing  consent by the Holder of a Note and
every  subsequent  Holder of a Note or portion of a Note that evidences the same
debt as the  consenting  Holder's  Note,  even if notation of the consent is not
made on any Note.  However,  any such Holder of a Note or subsequent Holder of a
Note may  revoke  the  consent as to its Note if the  Trustee  receives  written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment,  supplement or waiver becomes  effective in accordance
with its terms and therefore binds every Holder.

Section 9.5.      Notation on or Exchange of Notes.

          The  Trustee may place an  appropriate  notation  about an  amendment,
supplement  or waiver on any Note  thereafter  authenticated.  The  Company,  in
exchange for all Notes, may issue, and the Trustee shall authenticate, new Notes
that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.6.      Trustee to Sign Amendment, Etc.

          The  Trustee  shall  sign  any  amended  or   supplemental   indenture
authorized  pursuant to this Article IX if the amendment or supplement  does not
adversely affect the rights,  duties,  liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental  Indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture,  the Trustee shall be entitled to receive, in
addition to the documents  required by Sections 13.4 and 13.5 of this Indenture,
and,  subject to Section  7.1,  shall be fully  protected  in relying  upon,  an
Officers'  Certificate  and an Opinion of Counsel stating that (i) the execution
of such amended or  supplemental  indenture is  authorized  or permitted by this
Indenture,  (ii) no Event of Default shall occur as a result of the execution of
such Officers'  Certificate or the delivery of such Opinion of Counsel and (iii)
the amended or supplemental indenture complies with the terms of this Indenture.

                                   ARTICLE X.

                           SATISFACTION AND DISCHARGE

Section 10.1.     Satisfaction and Discharge.

          This  Indenture  will be  discharged  and will  cease to be of further
effect  (except  as set forth  below)  and the  Trustee,  at the  expense of the
Company,  shall  execute  proper  instruments  acknowledging   satisfaction  and
discharge of this Indenture when:

     (1) either:

          (a) all the Notes  theretofore  authenticated  and  delivered  (except
     lost,  stolen  or  destroyed  Notes  which  have been  replaced  or paid as
     provided in Section 2.7 and Notes for whose payment  money has  theretofore
     been  deposited in trust or segregated and held in trust by the Company and
     thereafter  repaid to the Company or discharged  from such trust) have been
     delivered to the Trustee for cancellation; or

          (b)  all  Notes  not   theretofore   delivered   to  the  Trustee  for
     cancellation  have become due and  payable and the Company has  irrevocably
     deposited  or caused to be  deposited  with the Trustee  funds in an amount
     sufficient to pay and discharge  the entire  Indebtedness  on the Notes not
     theretofore  delivered to the Trustee for  cancellation,  for principal of,
     premium,  if any, and interest on the Notes to the date of deposit together
     with  irrevocable  instructions  from the Company  directing the Trustee to
     apply such funds to the payment  thereof at maturity or redemption,  as the
     case may be;

     (2) the Company has paid all other sums payable under this Indenture by the
Company; and

     (3) the Company has delivered to the Trustee an Officers'  Certificate  and
an Opinion of Counsel stating that all conditions precedent under this Indenture
relating to the  satisfaction and discharge of this Indenture have been complied
with.

          Notwithstanding the satisfaction and discharge of this Indenture,  the
Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 13.2, 13.3
and 13.4, and the Trustee's and Paying Agent's obligations in Section 10.2 shall
survive  until  the  Notes  are no  longer  outstanding.  Thereafter,  only  the
Company's obligations in Section 7.7 shall survive.

Section 10.2.     Application of Trust Money.

     All money deposited with the Trustee pursuant to Section 10.1 shall be held
in trust and,  at the written  direction  of the  Company,  be invested by or on
behalf of the  Trustee  prior to maturity in  Government  Securities,  any money
market funds that  invests  solely in  Government  Securities  or time  deposits
issued by a commercial  bank or banks having at least  $100,000,000 in undivided
capital  and  surplus,  and  applied  by the  Trustee  in  accordance  with  the
provisions of the Notes and this Indenture,  to the payment,  either directly or
through any Paying Agent as the Trustee may determine,  to the Persons  entitled
thereto,  of the principal (and premium, if any) and interest for the payment of
which  money has been  deposited  with the  Trustee;  but such money need not be
segregated from other funds except to the extent required by law.

                                  ARTICLE XI.

                             COLLATERAL AND SECURITY

Section 11.1.     Security Documents.

          (1) In order to secure the due and punctual payment of all amounts due
under this Indenture and the Notes,  the Company has entered into the respective
Security  Documents to which they are party to create the Security Interests and
for related matters.

          (2) Each holder of a Note,  by accepting a Note,  agrees to all of the
terms and provisions of the Security Documents,  as the same may be amended from
time to time  pursuant to the  provisions  of the  Security  Documents  and this
Indenture;  including  but not  limited to any powers of attorney  provided  for
therein.

          (3) Pursuant to the terms of this Indenture,  the Collateral as now or
hereafter  constituted  shall be held by the Trustee or the Collateral Agent for
the equal and ratable  benefit of the Holders,  including  Holders of Additional
Notes, if any, without  preference,  priority or distinction of any thereof over
any other by reason of  difference in time of issuance,  sale or  otherwise,  as
security for the Notes,  including  Additional  Notes,  if any, and any proceeds
realized from the Collateral  shall be distributed to the Holders,  the Trustee,
the  Collateral  Agent,  each other  agent  employed  to act  hereunder,  or the
Company, pursuant to the terms of this Indenture.

          (4) The Company shall  deliver to the Trustee  copies of all documents
delivered to the Collateral Agent pursuant to the Security Documents,  and shall
do or cause to be done all such acts and things as may be  necessary  or proper,
or as may be required by the provisions of the Security Documents, to assure and
confirm to the Trustee and any  Collateral  Agent the  Security  Interest in the
Collateral contemplated hereby or any part thereof, by the Security Documents or
any part  thereof,  as from time to time  constituted,  so as to render the same
available  for the  security and benefit of this  Indenture  and of the Notes or
Parallel Obligations, as applicable secured thereby, according to the intent and
purposes herein and therein expressed.

Section 11.2.     Recording, etc.

          (1) The Company and the  Guarantors,  if any, will cause, at their own
expense,  the  Security  Documents,   this  Indenture,   the  Collateral  Agency
Agreement,  as applicable,  and all amendments or supplements thereto or notices
or acknowledgments thereof to be registered,  recorded and filed or re-recorded,
refiled,  renewed or acknowledged in such manner and in such place or places, if
any, as may be required by law in order fully to preserve  and protect the Liens
created  by the  Security  Documents  on all  parts  of  the  Collateral  and to
effectuate and preserve the Security Interest of the Holders, the Trustee or the
Collateral Agent, as applicable.

          (2) The Company shall furnish or cause to be furnished to the Trustee:

          (a)  at  the  time  of  execution  and  delivery  of  this  Indenture,
     Opinion(s) of Counsel  substantially  in the form of the Opinion of Counsel
     delivered  on the Issue Date to the Initial  Purchaser of the Notes (or the
     Trustee shall be permitted to rely on such Opinion(s) of Counsel); and

          (b) the Company shall furnish to the Trustee, promptly but in no event
     later than 30 days after the  execution  and  delivery  of this  Indenture,
     Opinion(s)  of  Counsel  required  by  TIA  ss.  314(b)(1)  and  thereafter
     Opinion(s) of Counsel required by TIA ss. 314(b)(2).

          (3) The Company and the Guarantors,  if any, agree to record and file,
at its or their own expense,  financing statements (and continuation  statements
when  applicable)  with  respect to the  Collateral  now  existing or  hereafter
created  meeting the  requirements  of applicable law in such manner and in such
jurisdictions  as are necessary to perfect,  and maintain the perfection of, the
Lien, and deliver a file stamped copy of each such financing  statement or other
evidence of filing to the Trustee  and, if  applicable,  the  Collateral  Agent,
promptly.  Neither  the  Trustee  nor the  Collateral  Agent  shall be under any
obligation  whatsoever to file such financing or contamination  statements or to
make any other filing under the UCC in connection therewith.

Section 11.3.     Release of Collateral.

          (1) The  Company  will have the right to obtain a release  of items of
Collateral from the Lien of the Security  Documents (the "Released  Collateral")
subject to a sale or disposition in accordance  with this Indenture  (including,
without limitation, in Section 4.11) and the Trustee or the Collateral Agent, as
applicable,  will  release (or  instruct  the  Collateral  Agent to release) the
Released  Collateral  from  the Lien of the  relevant  Security  Documents  (and
notwithstanding  any  provision  of the  applicable  Security  Documents  to the
contrary) and reconvey the Released  Collateral to the Company promptly prior to
such sale or  disposition  upon  compliance  with the condition that the Company
deliver to the Trustee the following and any other documents necessary to effect
the release of the Collateral:

          (a) Release  Notice.  A notice  (each,  a "Release  Notice")  from the
     Company (i) describing the proposed  Released  Collateral,  (ii) certifying
     that if such  transfer  would  constitute  an Asset  Sale,  such Asset Sale
     complies  with the terms and  conditions  of this  Indenture  with  respect
     thereto and (iii) accompanied by a counterpart of the instruments  proposed
     to  give  effect  to  the  release  fully  executed  and  acknowledged  (if
     applicable) by all parties thereto other than the Trustee or the Collateral
     Agent,  as  applicable,  with  a  copy  to  the  Collateral  Agent,  if the
     Collateral Agent is a party to the relevant Security Document;

          (b) Officers'  Certificate.  An Officers'  Certificate  of the Company
     stating that (i) all Net Cash Proceeds, if any, from the sale of any of the
     Released  Collateral  will be applied  pursuant to the  provisions  of this
     Indenture in respect of Asset  Sales,  (ii) there is no Default or Event of
     Default in effect and continuing on the date thereof,  (iii) the release of
     the Collateral and the sale or disposition  will not result in a Default or
     Event of Default under Section 6.1, with a copy to the Collateral Agent, if
     the Collateral Agent is a party to the relevant Security Document;

          (c)  Opinions  of  Counsel.  An Opinion of  Counsel  stating  that the
     documents that have been or are therewith  delivered to the Trustee and the
     Collateral Agent, if applicable, in connection with such release conform to
     the requirements of this Indenture and that all conditions precedent herein
     provided for such release have been complied with; and

          (d) Other Documents.  All  documentation  required by the TIA, if any,
     prior to the release of Collateral by the Trustee or the Collateral  Agent,
     as applicable,  and, in the event there is to be a substitution of property
     for the Collateral subject to the transfer, all documentation  necessary to
     subject such new Collateral to the Lien of the Security Documents.

          (2) Notwithstanding the foregoing provisions of this Section 11.3, the
Company may obtain a release of (a)  Collateral  pursuant to Section 9.2 and (b)
any Net Cash Proceeds for the purposes set forth in Section 4.10(c) or as may be
required  to  purchase  Notes  pursuant  to Section  4.10 of this  Indenture  by
directing  the Trustee in writing to cause to be applied such Net Cash  Proceeds
to  such  purchase  in  accordance  with  Section  4.10 of  this  Indenture,  as
applicable, and this Article XI.

          (3) The  Company  shall  also  have the right to  obtain  releases  of
Collateral pursuant to, and subject to, Section 9.2.

Section 11.4.     Satisfaction and Discharge; Defeasance.

          The Company  shall be entitled to obtain a full  release of all of the
Collateral  from the Lien of this  Indenture  and the  Security  Documents  upon
compliance with all of the conditions  precedent for  satisfaction and discharge
of this  Indenture  pursuant to Article X, for a defeasance  pursuant to Article
VIII or in accordance  with,  and subject to,  Section 9.2. Upon delivery by the
Company to the Trustee of an  Officers'  Certificate  and an Opinion of Counsel,
each to the effect that all of the conditions  precedent have been complied with
(which may be the same Officers'  Certificate and Opinion of Counsel required by
Article VIII),  together with such documentation,  if any, as may be required by
this Indenture or the TIA (including  without  limitation,  TIA Section 3.14(d))
prior to the release of such  Collateral,  the Trustee  shall take all necessary
action, at the request and expense of the Company,  to release and reconvey,  or
to ensure that the Collateral  Agent shall release and reconvey,  to the Company
all of the  Collateral,  and shall deliver,  or shall  instruct  delivery by the
Collateral Agent of, such Collateral in its, or their, possession to the Company
including, without limitation, the execution and delivery of releases or waivers
whenever necessary.

Section 11.5.     Additional Collateral.

          The  Company  shall  grant to the  Trustee or any  Collateral  Agent a
Security  Interest in  additional  Collateral  pursuant to Section  4.17 of this
Indenture  or the  Security  Documents  and shall  deliver  to the  Trustee or a
Collateral Agent, as applicable, the following documents:

          (1) an  instrument  or  instruments  in  recordable  form or otherwise
proper form for the  applicable  jurisdiction  sufficient for the valid creation
and  perfection,  if applicable,  of a senior Lien of the Security  Documents to
cover and create a Security Interest in the additional Collateral; and

          (2)  Opinion(s)  of  Counsel  in  each   jurisdiction  in  which  such
Collateral is located  substantially  in the form of the local counsel  opinions
delivered on the date hereof and otherwise in form and substance satisfactory to
the Trustee with respect to the documents  executed and delivered by the Company
and the Collateral encumbered thereby.

          Any such  additional  Collateral  shall be pledged to the Trustee or a
Collateral Agent,  directly or indirectly,  on behalf of all Holders pursuant to
the terms of this Indenture,  regardless of the enforceability of such pledge in
respect to any  specific  series of Notes  issued  under this  Indenture  or any
amendments or supplements hereto.

Section 11.6.     Trust Indenture Act Requirements.

          The  release of any  Collateral  pursuant to Article X or XI, from the
Lien of any of the  Security  Documents  or the release of, in whole or in part,
the Liens created by any of the Security Documents, will not be deemed to impair
the Security  Interests in contravention of the provisions  hereof if and to the
extent the Collateral or Liens are released pursuant to the applicable  Security
Documents and pursuant to the terms hereof.  The Trustee and each of the Holders
of the Notes  acknowledge  that a release of  Collateral  or Liens  strictly  in
accordance  with the terms of the Security  Documents  and the terms hereof will
not be deemed for any purpose to be an impairment  of the Security  Interests in
contravention of the terms of this Indenture. To the extent applicable,  without
limitation, the Company and the Guarantors, if any, on the Notes shall cause TIA
Section 314(d)  relating to the release of property or securities from the Liens
hereof and of the Security  Documents to be complied  with.  Any  certificate or
opinion required by TIA Section 314(d) may be made by an Officer of the Company,
except in cases in which TIA Section  314(d)  requires that such  certificate or
opinion be made by an independent Person.

Section  11.7.  Authorization  of  Actions  to be  Taken by the  Trustee  or the
                Collateral Agent Under the Security Documents.

          Subject to the provisions of the Security Documents:

          (a) The Trustee or a Collateral  Agent, as applicable may, in its sole
     discretion  and  without the  consent of the  Holders,  take all actions it
     deems  necessary or appropriate in order to (i) enforce any of the terms of
     the  Security  Documents  and (ii)  collect and receive any and all amounts
     payable in respect of the Obligations of the Company and the Guarantors, if
     any, hereunder and under the Security Documents; and

          (b) Each of the Trustee and the  Collateral  Agent shall have power to
     institute  and to  maintain  such  suits and  proceedings  as they may deem
     expedient to prevent any impairment of the Collateral by any acts which may
     be  unlawful  or in  violation  of any of the  Security  Documents  or this
     Indenture,  and such suits and proceedings as the Trustee or the Collateral
     Agent,  as  applicable,  may deem  expedient  to  preserve  or protect  its
     interests and the interests of the Holders of the Notes, the Trustee or the
     Collateral  Agent,  as applicable,  in the Collateral  (including  power to
     institute and maintain suits or proceedings to restrain the  enforcement of
     or compliance with any legislative or other governmental enactment, rule or
     order that may be  unconstitutional or otherwise invalid if the enforcement
     of, or  compliance  with,  such  enactment,  rule or order would impair the
     Security Interests or be prejudicial to the interests of the Holders of the
     Notes, the Trustee or the Collateral Agent, as applicable).

Section 11.8.     Release Upon Termination of the Company's Obligations.

          In the event that the Company  delivers an Officers'  Certificate  and
Opinion of Counsel  certifying  that its  obligations  under this Indenture have
been  satisfied and  discharged by complying  with the  provisions of Article X,
together with any documentation, if any, as may be required by this Indenture or
the TIA (including, without limitation, TIA Section 314(d)) prior to the release
of the Collateral, the Trustee or the Collateral Agent, as applicable, shall (i)
execute and deliver such releases,  termination statements and other instruments
(in recordable form, where  appropriate) as the Company,  may reasonably request
evidencing  the  termination of the Security  Interests  created by the Security
Documents and (ii) not be deemed to hold the Security  Interests for its benefit
and the benefit of the Holders of the Notes.

Section 11.9.     Intercreditor Agreement.

          Prior to, and as a condition  to, the  creation or  imposition  of any
consensual  Lien  (other than that in favor of the  Holders,  the Trustee or the
Collateral Agent) on the Collateral,  the Company,  the Trustee and the proposed
holder of such Lien will  enter  into an  intercreditor  agreement,  in form and
substance  reasonably  satisfactory  to the  Trustee  and the  Company,  and the
Trustee is hereby authorized to enter into such intercreditor agreements.

Section 11.10. Limitation on Duty of Trustee and Collateral Agent of Collateral;
               Indemnification.

          (a) Beyond the  exercise of  reasonable  care in the custody  thereof,
neither  the  Trustee  nor the  Collateral  Agent  shall have any duty as to any
Collateral in its  possession or control or in the  possession or control of any
agent or bailee or any income  thereon or as to  preservation  of rights against
prior parties or any other rights pertaining thereto and neither the Trustee nor
the  Collateral   Agent  shall  be  responsible  for  filing  any  financing  or
continuation  statements or recording any documents or instruments in any public
office  at any  time  or  times  or  otherwise  perfecting  or  maintaining  the
perfection  of  any  security  interest  in  the  Collateral.  The  Trustee  and
Collateral  Agent  shall be  deemed  to have  exercised  reasonable  care in the
custody of the  Collateral  in its  possession  if the  Collateral  is  accorded
treatment  substantially  equal to that which it accords  its own  property  and
shall not be liable or  responsible  for any loss or  diminution in the value of
any of the  Collateral,  by  reason  of the  act  or  omission  of any  carrier,
forwarding  agency  or other  agent or bailee  selected  by the  Trustee  or the
Collateral Agent in good faith.

          (b) Neither the Trustee nor the Collateral  Agent shall be responsible
for the  existence,  genuineness  or value of any of the  Collateral  or for the
validity,  perfection,  priority  or  enforceability  of the Liens in any of the
Collateral,  whether  impaired  by  operation  of law or by reason of any of any
action or  omission  to act on its part  hereunder,  except to the  extent  such
action or omission  constitutes  negligence,  bad faith or willful misconduct on
the part of the Trustee or the Collateral Agent, as applicable, for the validity
or  sufficiency  of the  Collateral  or any  agreement or  assignment  contained
therein,  for the  validity of the title of the Company to the  Collateral,  for
insuring the  Collateral or for the payment of taxes,  charges,  assessments  or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

          (c) The Company shall  indemnify the Collateral  Agent as set forth in
the Collateral Agency Agreement.

                                  ARTICLE XII.

                           APPLICATION OF TRUST MONIES

Section 12.1.     Collateral Account

          On the date of this Indenture  there shall be established  and, at all
times  hereafter  until this  Indenture  shall have  terminated,  there shall be
maintained with the Trustee a collateral account (the "Collateral Account"). The
Collateral  Account shall be  established  and  maintained by the Trustee at its
Corporate  Trust  Office.  All Trust Monies which are received by the Trustee or
the Collateral Agent shall be deposited in the Collateral Account and thereafter
shall be held by and under the sole  dominion and control of the Trustee for its
benefit and for the benefit of the Holders as a part of the Collateral and, upon
any sale or other  disposition of the Collateral or any part thereof pursuant to
any of the Security Documents,  said Trust Monies shall be applied in accordance
with Section 6.10; but prior to any such sale or other  disposition,  all or any
part of the  Trust  Monies  may be  withdrawn,  and shall be  released,  paid or
applied by the Trustee in accordance with the terms of this Indenture.

Section 12.2.     Investment of Trust Monies

          So long as no Event of Default shall have occurred and is  continuing,
all or any part of any Trust Monies held by the Trustee  shall from time to time
be  invested  or  reinvested  by the  Trustee in any Cash  Equivalents  upon the
Company's  written  request,  which shall specify the Cash  Equivalents in which
such Trust  Monies shall be invested  and shall  certify  that such  investments
constitute Cash  Equivalents and the Trustee shall sell any such Cash Equivalent
only  upon  receipt  of a  written  request  from  the  Company  specifying  the
particular Cash Equivalent to be sold. So long as no Event of Default occurs and
is continuing,  any interest or dividends  accrued,  earned or paid on such Cash
Equivalents (in excess of any accrued  interest or dividends paid at the time of
purchase)  that may be received by the Trustee  shall be  forthwith  paid to the
Company.  Such Cash  Equivalents  shall be held by the  Trustee as a part of the
Collateral,  subject  to the same  provisions  hereof  as the cash used by it to
purchase such Cash Equivalents.

          The Trustee shall not be liable or responsible  for any loss resulting
from such investments or sales except only for its own negligent action, its own
negligent  failure to act or its own willful  misconduct in complying  with this
Section 12.2.

                                 ARTICLE XIII.

                                  MISCELLANEOUS

Section 13.1.     Trust Indenture Act Controls.

          If  any  provision  hereof  limits,  qualifies  or  conflicts  with  a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this  Indenture if this Indenture were subject
thereto,  the latter provision shall control. If any provision of this Indenture
modifies  or  excludes  any  provision  of the TIA  that may be so  modified  or
excluded,  the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 13.2.     Notices.

          Any notice or communication by the Company or the Trustee to others is
duly given if in writing and  delivered  in Person or mailed by first class mail
(registered  or  certified,  return  receipt  requested),  telex,  telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                  If to the Company:

                           Kronos International, Inc.
                           5430 LBJ Freeway, Suite 1700
                           Dallas, TX 75240
                           Attention: Robert D. Graham
                           Fax:  (972) 448-1445
                  With a copy to:

                           Locke Liddell & Sapp LLP
                           2200 Ross Avenue
                           Suite 2200
                           Dallas, Texas  75201
                           Attention:  Don M. Glendenning, Esq.
                           Fax:  (214) 756-8623

                  If to the Trustee:

                           The Bank of New York
                           101 Barclay Street
                           New York, New York 10286
                           Attention:  Global Finance Unit
                           Fax:  (212) 235-2530

          The Company or the  Trustee,  by notice to the others,  may  designate
additional or different addresses for subsequent notices or communications.

          All  notices  and  communications  (other  than those sent to Holders)
shall be deemed  to have been duly  given:  at the time  delivered  by hand,  if
personally delivered;  five (5) Business Days after being deposited in the mail,
postage  prepaid,  if mailed;  when  answered  back,  if telexed;  when  receipt
acknowledged,  if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail,  certified or registered,  return receipt  requested,  or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the  Registrar.  Any notice or  communication  shall also be so mailed to any
Person  described in TIA ss. 313(c),  to the extent required by the TIA. Failure
to mail a notice  or  communication  to a Holder  or any  defect in it shall not
affect its sufficiency with respect to other Holders.

          If a notice or  communication  is mailed in the manner  provided above
within  the  time  prescribed,  it is duly  given,  whether  or not the  address
receives it.

          If the Company mails a notice or  communication  to Holders,  it shall
mail a copy to the Trustee and each Agent at the same time.

          So long as the Series B Notes are admitted to the Official List of the
Luxembourg  Stock  Exchange  and it is required  by the rules of the  Luxembourg
Stock Exchange,  publication of such notice to the Holders of the Series B Notes
shall be made in English in a leading  newspaper  having general  circulation in
Luxembourg  (which  is  expected  to  be  the  Luxemburger  Wort)  or,  if  such
publication  is not  practicable,  in one other leading  English  language daily
newspaper with general  circulation in Europe, such newspaper being published on
each business day in morning  editions,  whether or not it shall be published on
Saturday, Sunday or holiday editions.

Section 13.3.     Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate  pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee,  the  Registrar  and anyone else shall have the  protection  of TIA ss.
312(c).

Section 13.4.     Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company and/or any Guarantor to
the Trustee to take any action  under this  Indenture,  the  Company  and/or any
Guarantor shall furnish to the Trustee:

          (1)  an  Officers'   Certificate  in  form  and  substance  reasonably
     satisfactory  to the Trustee  (which shall include the statements set forth
     in Section  13.5 of this  Indenture)  stating  that,  in the opinion of the
     signers,  all conditions  precedent and covenants,  if any, provided for in
     this Indenture relating to the proposed action have been satisfied; and

          (2)  an  Opinion  of   Counsel  in  form  and   substance   reasonably
     satisfactory  to the Trustee  (which shall include the statements set forth
     in Section 13.5 of this  Indenture)  stating  that,  in the opinion of such
     counsel, all such conditions precedent and covenants have been satisfied.

Section 13.5.     Statements Required in Certificate or Opinion.

          Each  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this Indenture  (other than a certificate
provided  pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (2) a brief statement as to the nature and scope of the examination or
     investigation  upon which the  statements  or  opinions  contained  in such
     certificate or opinion are based;

          (3) a statement  that,  in the opinion of such  Person,  he or she has
     made such  examination  or  investigation  as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and

          (4) a statement  as to whether or not, in the opinion of such  Person,
     such condition or covenant has been satisfied.

Section 13.6.     Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The  Registrar  or  Paying  Agent  may make  reasonable  rules and set
reasonable requirements for its functions.

Section  13.7.  No Personal  Liability of  Directors,  Officers,  Employees  and
                Stockholders.

          No past, present or future director, officer, employee,  incorporator,
agent or  stockholder  or  Affiliate  of the  Company,  as such,  shall have any
liability for any obligations of the Company under the Notes,  this Indenture or
for any claim  based on, in respect  of, or by reason of,  such  obligations  or
their  creation.  No  past,  present  or  future  director,  officer,  employee,
incorporator,  agent or  stockholder or Affiliate of any of the  Guarantors,  as
such,  shall have any liability for any obligations of the Guarantors  under the
Guarantees,  this  Indenture  or for any claim  based on, in  respect  of, or by
reason  of,  such  obligations  or their  creation.  Each  Holder  of Notes  and
Guarantees  by  accepting a Note and a Guarantee  waives and  releases  all such
liabilities.  The waiver and release are part of the  consideration for issuance
of the Notes and the  Guarantees.  Such  waiver  may not be  effective  to waive
liabilities  under  the  federal  securities  law  and  it is  the  view  of the
Commission that such a waiver is against public policy.

Section 13.8. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

          THIS INDENTURE,  THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  BUT  WITHOUT
GIVING  EFFECT TO  APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER  JURISDICTION  WOULD BE REQUIRED  THEREBY.
THE COMPANY AND EACH GUARANTOR HEREBY  IRREVOCABLY  SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION  OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS  INDENTURE,  THE GUARANTEES AND THE NOTES,  AND  IRREVOCABLY
ACCEPTS   FOR   ITSELF  AND  IN  RESPECT   OF  ITS   PROPERTY,   GENERALLY   AND
UNCONDITIONALLY, NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE COMPANY
AND  EACH  GUARANTOR  IRREVOCABLY  WAIVES,  TO THE  FULLEST  EXTENT  THAT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.
NOTHING  HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES
TO SERVE  PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW OR TO  COMMENCE  LEGAL
PROCEEDINGS  OR OTHERWISE  PROCEED  AGAINST THE COMPANY OR ANY  GUARANTOR IN ANY
OTHER JURISDICTION.

Section 13.9.     No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture,  loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such  indenture,  loan or debt  agreement  may  not be  used to  interpret  this
Indenture.

Section 13.10.    Judgment Currency.

          The Company and the Guarantors,  if any, jointly and severally,  agree
to indemnify the Holders and each person, if any, who controls any Holder within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act against any loss incurred, as incurred, as a result of any judgment or award
against the Company or such Guarantor in connection  with this  Indenture  being
expressed  in a currency  (the  "Judgment  Currency")  other than Euros and as a
result of any  variation  as between  (i) the spot rate of exchange in London at
which the Judgment  Currency  could have been converted into Euro as of the date
such  judgment  or award is paid and (ii) the spot rate of exchange at which the
indemnified party converts such Judgment Currency;  provided,  however, that the
liability of the Company and the Guarantors,  if any, to the  indemnified  party
under this Section 13.10 shall be limited to that which would have arisen if the
indemnified  party had acted promptly to convert such judgment or award from the
Judgment  Currency  into Euros.  The  foregoing  indemnity  shall  constitute  a
separate and independent  obligation of the Company and the Guarantors,  if any,
and shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid.  The term "spot rate of exchange" shall include any premiums
and costs of exchange  payable in connection with the purchase of, or conversion
into, the relevant currency.

Section 13.11.    Successors.

          All  agreements  of the Company in this  Indenture and the Notes shall
bind their  successors.  All agreements of the Trustee in this  Indenture  shall
bind its successors.

Section 13.12.    Severability.

          In case any  provision  in this  Indenture  or in the  Notes  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13.    Counterpart Originals.

          The  parties  may sign any  number of copies of this  Indenture.  Each
signed copy shall be an original,  but all of them  together  represent the same
agreement.

Section 13.14.    Table of Contents, Headings, Etc.

          The  Table of  Contents,  Cross-Reference  Table and  Headings  of the
Articles  and  Sections  of  this  Indenture,   which  have  been  inserted  for
convenience of reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.15.    Qualification of Indenture.

          The Company shall qualify this  Indenture  under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all reasonable  out-of-pocket costs and expenses (including  attorneys' fees for
the Company,  the Trustee and the Holders of the Notes)  incurred in  connection
therewith, including, but not limited to, costs and expenses of qualification of
this  Indenture  and the Notes and printing this  Indenture  and the Notes.  The
Trustee  shall be  entitled  to  receive  from the  Company  any such  Officers'
Certificates,  Opinions of Counsel or other  documentation  as it may reasonably
request in connection  with any such  qualification  of this Indenture under the
TIA.

                         [Signatures on following pages]


<PAGE>


                                             SIGNATURES



                                             KRONOS INTERNATIONAL, INC.


                             By: /s/ Robert D. Graham
                                 --------------------------------------------
                             Name: Robert D. Graham
                             Title: Vice President, General Counsel
                                    and Assistant Secretary




                             By: /s/ John St. Wrba
                                 -----------------------------------
                             Name: John St. Wrba
                             Title: Vice President and Assistant Treasurer



                             THE BANK OF NEW YORK,
                                 as Trustee


                             By: /s/ Luis Perez
                                 --------------------------------------------
                             Name:Luis Perez
                             Title: Assistant Vice President





*    This Cross-Reference  Table shall not, for any purpose, be deemed a part of
     the Indenture.