FORM OF SERIES A NOTE

                                 (Face of Note)

                           KRONOS INTERNATIONAL, INC.

                       6-1/2% SENIOR SECURED NOTE DUE 2013

[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.(1)

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  NOTE  RESELL OR
OTHERWISE  TRANSFER  THIS NOTE 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



(1) To be included only if the Note is issued in global form.


<PAGE>

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.



<PAGE>


                           KRONOS INTERNATIONAL, INC.
                       6-1/2% SENIOR SECURED NOTE DUE 2013


                                                       ISIN Co.__________
                                                       Common Code ______
No. __________                                         (euro) ___________

Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1

KRONOS  INTERNATIONAL,  INC., a Delaware  corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received promises to pay to The Bank of New York Depository (Nominees)
Limited or registered  assigns,  the principal  sum of  _______________  Euro on
April 15, 2013.

Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof,  which further  provisions  shall for all purposes have the same
effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse  hereof by manual  signature,  this Note shall not be
entitled to any benefits  under the Indenture  referred to on the reverse hereof
or be valid or obligatory for any purpose.

IN WITNESS  WHEREOF,  the Company has caused this Note to be duly executed under
its corporate seal.

                                     Dated:

                                     KRONOS INTERNATIONAL, INC.

                                     By:
                                         -----------------------------------
                                         Name:
                                         Title:

                                     By:
                                         -----------------------------------
                                         Name:
                                         Title:

This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK
as Trustee

By:
        ---------------------------------------------
        Authorized Signatory



<PAGE>


                                 (Back of Note)

                      6-1/2% Senior Secured Notes due 2013

Capitalized  terms used herein shall have the  meanings  assigned to them in the
Indenture referred to below unless otherwise indicated.

1.  Interest.  The Company  promises to pay interest on the principal  amount of
this Note at the rate of 6-1/2%  per annum  from the date of  original  issuance
until  maturity  and  shall  pay  the  Additional   Interest   pursuant  to  the
Registration  Rights Agreement referred below. The Company will pay interest and
Additional Interest semi-annually on April 15 and October 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date").  Interest on the Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid,  from the
date of issuance;  provided that if there is no existing  Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided,  further, that
the first Interest Payment Date shall be October 15, 2006. The Company shall pay
interest  (including   post-petition   interest  in  any  proceeding  under  any
Bankruptcy  Law) on  overdue  payments  of the  principal,  Purchase  Price  and
Redemption  Price of this  Note from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) hereon from time to time on demand at the same rate to
the extent  lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.  Method of  Payment.  The  Company  will pay  interest  on the Notes  (except
defaulted  interest)  and  Additional  Interest,  if any, to the Persons who are
registered  Holders of Notes at the close of business on the April 1 and October
1 next  preceding  the Interest  Payment  Date,  even if such Notes are canceled
after such record date and on or before such Interest  Payment  Date,  except as
provided in Section 2.12 of the  Indenture  with respect to defaulted  interest.
Any such installment of interest or Additional Interest,  if any, not punctually
paid or duly provided for shall  forthwith cease to be payable to the registered
Holders on such Interest Payment Date, and may be paid to the registered Holders
at the close of business on a special  interest  payment date to be fixed by the
Trustee for the payment of such  defaulted  interest,  notice  whereof  shall be
given to the  registered  Holders  not less than 10 days  prior to such  special
interest payment date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in the Indenture. The Notes will be payable as to principal,
Redemption Price,  Purchase Price,  interest and Additional Interest, if any, at
the  office or agency  of the  Company  maintained  for such  purpose  within or
without  the City and State of New  York,  or,  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.  Such  payment  shall be in such coin or  currency  of the
European  Union as at the time of payment is legal  tender for payment of public
and private debts.

3. Paying  Agent and  Registrar.  Initially,  The Bank of New York,  the Trustee
under the  Indenture,  will act as Paying Agent and  Registrar.  The Company may
change any Paying Agent or Registrar  without notice to any Holder.  The Company
may act in any such capacity.

4. Indenture. The Company issued (euro)400 million in aggregate principal amount
of the Notes under an  Indenture  dated as of April 11,  2006 (the  "Indenture")
between  the  Company and the  Trustee.  The Company  shall be entitled to issue
Additional  Notes (as defined in the Indenture)  pursuant to Section 2.16 of the
Indenture.  The terms of the Notes  include  those stated in the  Indenture  and
those made part of the  Indenture  by reference  to the Trust  Indenture  Act of
1939, as amended (15 U.S.C. Code ss.ss. 77aaa-77bbbb).  The Notes are subject to
all such terms,  and Holders are  referred to the  Indenture  and such Act for a
statement of such terms.  The Notes are general  obligations of the Company.  By
purchasing the Notes, each Holder acknowledges and agrees to benefit from and be
bound by the terms and conditions of the Indenture.

5. Optional Redemption.  Except as described below, the Notes are not redeemable
before  October 15,  2009.  Thereafter,  the Company may redeem the Notes at any
time on or after October 15, 2009 at its option,  in whole or in part,  upon not
less than 30 nor more than 60 days notice,  at the following  redemption  prices
(expressed as percentages of the principal  amount  thereof) if redeemed  during
the twelve-month period (or, in the case of the period commencing on October 15,
2012, six-month period) commencing on October 15 of the year set forth below:

                            Year                           Percentage
                            ----                           ----------

        2009....................................            103.250%
        2010....................................            102.167%
        2011....................................            101.083%
        2012 and thereafter.....................            100.000%

In addition, the Company must pay accrued and unpaid interest on the Notes
redeemed.

6. Special Redemption.

(a) At any  time,  or from  time to time,  on or prior to April  15,  2009,  the
Company,  at its  option,  may use the net cash  proceeds  of 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,  issued under
the Indenture at a Redemption  Price of 106.5% of the principal  amount  thereof
plus accrued and unpaid interest and Additional Interest, if any, to the date of
redemption;  provided  that (1) at least 65% of the  principal  amount of Notes,
including the original  principal amount of any Additional  Notes,  issued under
the Indenture remain outstanding immediately after any such redemption;  and (2)
such  redemption  shall  occur  within 90 days  after the date of closing of the
applicable Public Equity Offering.

(b) 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 date of redemption or purchase
(the  "Redemption  Date")  (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 (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.

7. Mandatory  Redemption.  Except as set forth in Paragraph 9 below with respect
to purchases of Notes in certain  events,  the Company  shall not be required to
make mandatory redemption payments with respect to the Notes.

8. Notice of Redemption or Purchase. Subject to the provisions of the Indenture,
a notice of redemption will be mailed at least 30 days but not more than 60 days
before the Redemption  Date to each Holder whose Notes are to be redeemed at its
registered  address.  Notes in  denominations  larger  than  (euro)1,000  may be
redeemed or purchased in part but only in whole multiples of (euro)1,000, unless
all of the Notes held by a Holder are to be redeemed or purchased, provided that
no  Note  shall  be  redeemed  in  part  if  the  resulting  Note  would  have a
denomination  that is less than  (euro)50,000.  On and after the Redemption Date
interest ceases to accrue on Notes or portions  thereof called for redemption or
purchase.

9. Purchase at Option of Holder.

(a) Upon the occurrence of a Change of Control,  each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes, at
a purchase  price equal to 101% of the aggregate  principal  amount thereof plus
accrued and unpaid  interest  and  Additional  Interest,  if any, to the date of
purchase.  Such purchase  shall be made upon notice mailed by  first-class  mail
within 60 days  following the date upon which the Change of Control  occurred to
each Holder, with a copy to the Trustee,  which notice shall govern the terms of
the Change of Control Offer.  Such notice shall state,  among other things,  the
purchase date, which must be no earlier than 30 days nor later than 45 days from
the date such  notice  is  mailed,  other  than as may be  required  by law (the
"Change of Control  Payment  Date").  In the event of a Change of  Control,  the
Company will also publish a notice of the offer to purchase in  accordance  with
the procedures  described under Section 13.2 of the Indenture.  Holders electing
to have a Note purchased  pursuant to a Change of Control Offer will be required
to  surrender  the  Note,  with the form  entitled  "Option  of  Holder to Elect
Purchase"  on the  reverse of the Note  completed,  to the  Paying  Agent at the
address  specified  in the notice  prior to the close of  business  on the third
Business Day prior to the Change of Control Payment Date.

(b) On the 366th day after an Asset Sale or such  earlier  date,  if any, as the
Board of  Directors  of the Company or of an  applicable  Restricted  Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in Section  4.10(1)(c)(i),  (1)(c)(ii)  and  (1)(c)(iii)  of the Indenture
(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 Section 4.10(1) (c)(i),  (1)(c)(ii) and (1)(c)(iii)
of the Indenture  (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") to all Holders  and,  on a Purchase  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 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
under the  Indenture  and the Net Cash  Proceeds  thereof  shall be  applied  in
accordance with Section 4.10 of the Indenture.

(c) 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 the 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. To the extent  Holders  properly
tender Notes in an amount  exceeding  the Net Proceeds  Offer  Amount,  Notes of
tendering  Holders  will be  purchased  on a pro rata  basis  (based on  amounts
tendered).  A Net  Proceeds  Offer shall remain open for a period of 20 Business
Days or such longer period as may be required by law.

10. Denominations,  Transfer, Exchange. The Notes are in registered form without
coupons in denominations of (euro)50,000 and (euro)1,000 increments thereof. The
transfer of Notes may be  registered  and Notes may be  exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder,  among other
things,  to furnish  appropriate  endorsements  and transfer  documents  and the
Company  may  require  a Holder to pay any  taxes  and fees  required  by law or
permitted  by the  Indenture.  The Company  need not  exchange  or register  the
transfer of any Note or portion of a Note  selected for  redemption,  except for
the  unredeemed  portion of any Note being  redeemed in part.  Also, it need not
exchange or register  the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

11. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.

12.  Amendment,  Supplement  and  Waiver.  Subject  to certain  exceptions,  the
Indenture and the Notes may be amended or  supplemented  with the consent of the
Holders  of at least a  majority  in  principal  amount of the then  outstanding
Notes,  and any  existing  default  or  compliance  with  any  provision  of the
Indenture  or the Notes may be  waived  with the  consent  of the  Holders  of a
majority in principal amount of the then outstanding Notes.  Without the consent
of any  Holder  of a  Note,  the  Indenture  and the  Notes  may be  amended  or
supplemented  to cure any  ambiguity,  defect or  inconsistency,  to provide for
uncertificated  Notes  in  addition  to or in place of  certificated  Notes,  to
provide for the assumption of the Company's  obligations to Holders of the Notes
in case of a merger or consolidation,  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 under the Indenture of any such Holder,  or to
comply with the  requirements  of the  Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

13.  Defaults  and  Remedies.  Each of the  following  constitutes  an "Event of
Default": (i) the failure to pay interest on any Notes when the same becomes due
and payable and the default  continues for a period of 30 days; (ii) the failure
to pay the principal on 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);  (iii) a default in the  observance or  performance of any
other covenant or agreement  contained in the 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 the  Indenture,  which will  constitute  an Event of Default with
such notice requirement but without such passage of time requirement);  (iv) the
failure to pay at final maturity  (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; (v) 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;  (vi) 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;  or (vii) certain events of bankruptcy affecting the Company
or any of its Significant  Subsidiaries.  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,  in the case of an Event of Default  arising from  certain  events of
bankruptcy  or  insolvency,  all  outstanding  Notes will become due and payable
without  further action or notice.  Holders may not enforce the Indenture or the
Notes  except as  provided  in the  Indenture.  Subject to certain  limitations,
Holders of a majority  in  principal  amount of the then  outstanding  Notes may
direct the  Trustee  in its  exercise  of any trust or power.  The  Trustee  may
withhold from Holders of the Notes notice of any continuing  Default or Event of
Default  (except a Default or Event of Default  relating to payment on any Note)
if it determines that withholding notice is in their interest.  The Holders of a
majority in principal amount of the Notes may waive any existing or past Default
or Event of Default under the Indenture, and its consequences,  except a default
in the payment of the  principal  of, or  interest on any Notes.  The Company is
required to deliver to the Trustee  annually a  statement  regarding  compliance
with the  Indenture,  and the Company is  required  upon  becoming  aware of any
Default or Event of Default,  to deliver to the  Trustee a statement  specifying
such Default or Event of Default.

14. Trustee Dealings with Company.  Subject to certain limitations,  the Trustee
under the Indenture,  in its individual or any other capacity,  may become owner
or pledge of Notes and may otherwise  deal with the Company or its Affiliates as
if it were not Trustee.

15. No Recourse Against Others.  No past,  present or future director,  officer,
employee,  incorporator or stockholder of the Company,  as such,  shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim  based on, in respect  of, or by reason of,  such  obligations  or
their  creation.  Each Holder by  accepting a Note waives and  releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

16.  Authentication.  This Note shall not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating agent.

17. Abbreviations.  Customary  abbreviations may be used in the name of a Holder
or an  assignee,  such as: TEN COM (= tenants in common),  TEN ENT (= tenants by
the  entireties),  JT TEN (= joint tenants with right of survivorship and not as
tenants in common),  CUST (= Custodian),  and U/G/M/A (= Uniform Gifts to Minors
Act).

18.  Discharge  Prior to Maturity.  If the Company  deposits with the Trustee or
Paying Agent cash or  Government  Securities  sufficient to pay the principal or
Redemption Price of, and interest and Additional Interest, if any, on, the Notes
to maturity or a specified  Redemption  Date and  satisfies  certain  conditions
specified in the Indenture,  the Company will be discharged  from the Indenture,
except for certain Sections thereof.

19. Governing Law. The Indenture, the Guarantees and this Note 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.  Each of 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 the 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.  Each of 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.

20.  ISIN and Common Code  Numbers.  The Company has caused ISIN and Common Code
numbers  to be  printed  on  the  Notes  as a  convenience  to the  Holders.  No
representation  is made as to the  accuracy  of such  numbers  as printed on the
Notes and  reliance  may be  placed  only on the  other  identification  numbers
printed hereon.

21.  Registration  Rights.  Pursuant to a  registration  rights  agreement,  the
Company will be obligated upon the occurrence of certain events to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange  this Series A Note for the Company's  6-1/2% Senior  Secured Notes due
2013,  Series B Note,  which have been  registered  under the Securities Act, in
like principal amount and having terms identical in all material respects as the
Series A Notes.  The Holders  shall be entitled  to receive  certain  additional
interest  payments in the event such exchange offer is not  consummated and upon
certain other  conditions,  all pursuant to and in accordance  with the terms of
such registration rights agreement.

The Company will furnish to any Holder upon written request and without charge a
copy of the Indenture. Request may be made to:

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


<PAGE>


                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint _______________________________________________________
agent  to  transfer  this  Note on the  books  of the  Company.  The  agent  may
substitute another to act for him.

         Date:    _____________________

                                        Your Signature:
                                                        _______________________
                                                        (Sign exactly as your
                                                        name appears on the face
                                                        of this Note)

Signature Guarantee: __________________________________________________________

        (Participant in recognized signature guarantee medallion program)


<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


If you wish to elect to have all or any  portion of this Note  purchased  by the
Company pursuant to Section 4.10 ("Net Proceeds Offer") or Section 4.15 ("Change
of Control Offer") of the Indenture, check the applicable boxes

|_| Net Proceeds Offer:                           |_| Change of Control Offer:

                 in whole       |_|                    in whole       |_|

                 in part        |_|                    in part        |_|

                 Amount to be                          Amount to be
                 purchased: (euro)___________          purchased: (euro)_______


Dated: __________________                Signature:____________________________
                                                   (Sign exactly as your name
                                                   appears on the other side of
                                                   this Note)

Signature Guarantee:___________________________________________________________
        (Participant in recognized signature guarantee medallion program)

        Social Security Number or
        Taxpayer Identification Number:________________________________________