KRONOS INTERNATIONAL, INC.

(euro)400,000,000

6 1/2%  Senior Secured Notes due 2013

PURCHASE AGREEMENT


April 5, 2006

DEUTSCHE BANK AG LONDON
1 Great Winchester Street
London EC2N 2DB, UK


Ladies and Gentlemen:

          Kronos  International,  Inc., a Delaware  corporation (the "Company"),
hereby confirms its agreement with you (the "Initial  Purchaser"),  as set forth
below.

          1.  The  Securities.  Subject  to  the  terms  and  conditions  herein
contained,  the  Company  proposes  to issue and sell to the  Initial  Purchaser
(euro)400,000,000  aggregate principal amount of its 6 1/2% Senior Secured Notes
due 2013, Series A (the "Notes"). The Notes are to be issued under the indenture
(the "Indenture")  dated as of April 11, 2006 by and between the Company and The
Bank of New York, as Trustee (the "Trustee").

          The Notes will be offered  and sold to the Initial  Purchaser  without
being  registered  under the Securities Act of 1933, as amended (the "Act"),  in
reliance on exemptions therefrom.

          In connection  with the sale of the Notes,  the Company has prepared a
preliminary   offering   memorandum  dated  April  3,  2006  (the   "Preliminary
Memorandum")  and has prepared a Pricing  Supplement (the "Pricing  Supplement")
dated April 5, 2006,  setting forth or including a  description  of the terms of
the Notes,  the terms of the offering of the Notes, a description of the Company
and any material  developments  relating to the Company occurring after the date
of the most recent historical  financial  statements  included therein.  As used
herein,  "Offering  Memorandum"  shall  mean,  with  respect to any date or time
referred to in this Agreement,  the Preliminary  Memorandum,  as supplemented by
the  Pricing  Supplement,  in the most recent  form that has been  prepared  and
delivered  by the  Company to the Initial  Purchaser  in  connection  with their
solicitation  of offers to purchase  Notes prior to the time this  Agreement  is
executed by the parties  hereto (the "Time of  Execution").  Promptly  after the
Time of  Execution  and in any  event no  later  than the  second  Business  Day
following  the Time of  Execution,  the Company  will prepare and deliver to the
Initial  Purchaser  a Final  Memorandum  (the  "Final  Memorandum"),  which will
consist of the Preliminary  Memorandum with such changes therein as are required
to reflect the  information  contained in the Pricing  Supplement,  and from and
after the time such Final Memorandum is delivered to the Initial Purchaser,  all
references  herein to the Offering  Memorandum shall be deemed to be a reference
to both the Offering Memorandum and the Final Memorandum.

          The Initial  Purchaser and its direct and indirect  transferees of the
Notes will be entitled to the  benefits of the  Registration  Rights  Agreement,
substantially in the form attached hereto as Exhibit B (the "Registration Rights

<PAGE>

Agreement"),  pursuant to which the Company has agreed,  among other things,  to
file a registration statement (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") registering the Notes or the Exchange
Notes (as defined in the Registration Rights Agreement) under the Act.

          The Initial  Purchaser and its direct and indirect  transferees of the
Notes will also be entitled to the benefits, and otherwise subject to the terms,
of the Security  Documents (as defined in the  Indenture)  pursuant to which the
Company  has,  among other  things,  granted a senior  security  interest in the
Collateral  (as defined in the  Indenture),  subject to certain  exceptions  and
otherwise in accordance with the terms of the Indenture.

          2. Representations and Warranties. The Company represents and warrants
to and agrees with the Initial Purchaser that:

          (a) As of the Time of Execution, the Offering Memorandum does not, and
     at all times  subsequent  thereto  up to the  Closing  Date (as  defined in
     Section 3 below) will not,  contain any untrue statement of a material fact
     or omit to state a material fact necessary to make the statements  therein,
     in the  light  of  the  circumstances  under  which  they  were  made,  not
     misleading,  except that the  representations  and  warranties set forth in
     this Section 2(a) do not apply to statements or omissions  made in reliance
     upon and in conformity with information  relating to the Initial  Purchaser
     furnished to the Company in writing by the Initial Purchaser  expressly for
     use in the Offering Memorandum or any amendment or supplement thereto.

          (b) As of the  Closing  Date:  the Company  will have the  authorized,
     issued and outstanding capitalization set forth in the Offering Memorandum;
     all of the material  subsidiaries  of the Company are listed in Schedule 1A
     attached   hereto   (each,   a   "Subsidiary"   and    collectively,    the
     "Subsidiaries");  all of the  outstanding  shares of  capital  stock of the
     Company and the Subsidiaries have been, and as of the Closing Date will be,
     duly authorized and validly issued,  are fully paid and  nonassessable  and
     were not issued in violation of any  preemptive or similar  rights;  all of
     the  outstanding  shares of capital stock of the Company and of each of the
     Subsidiaries  will be free and clear of all liens,  encumbrances,  equities
     and claims or restrictions on transferability  (other than those imposed by
     the Act, by the securities or "Blue Sky" laws of certain jurisdictions,  by
     the Security  Documents or, with respect to  Subsidiaries  other than those
     the capital stock of which is pledged  pursuant to the Security  Documents,
     by the Credit Agreement (as defined in the Offering Memorandum)) or voting;
     except as set forth in the Offering  Memorandum,  there are no (i) options,
     warrants or other rights to purchase,  (ii) agreements or other obligations
     to issue or (iii) other rights to convert any obligation  into, or exchange
     any securities  for,  shares of capital stock of or ownership  interests in
     the  Company  or  any of  the  Subsidiaries  outstanding.  Except  for  the
     Subsidiaries and the additional subsidiaries listed on Schedule 1B attached
     hereto or as disclosed in the Offering ----------- Memorandum,  the Company
     does not own,  directly or  indirectly,  any shares of capital stock or any
     other equity or long-term  debt  securities or have any equity  interest in
     any firm, partnership, joint venture or other entity.

          (c) Each of the Company and the  Subsidiaries is duly  incorporated or
     formed,  validly  existing  and in  good  standing  under  the  laws of its
     respective jurisdiction of incorporation or formation and has all requisite
     corporate or  partnership  power and  authority to own its  properties  and
     conduct its  business as now  conducted  and as  described  in the Offering
     Memorandum;  each of the Company and the  Subsidiaries is duly qualified to
     do business as a foreign corporation or partnership, as applicable, in good
     standing in all other  jurisdictions  where the ownership or leasing of its

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<PAGE>


     properties  or the conduct of its  business  requires  such  qualification,
     except where the failure to be so qualified  would not,  individually or in
     the aggregate,  have a material  adverse effect on the business,  condition
     (financial  or  otherwise)  or results of operations of the Company and the
     Subsidiaries,  taken  as a whole  (any  such  event,  a  "Material  Adverse
     Effect").

          (d) The Company has all  requisite  corporate  power and  authority to
     execute,  deliver and perform each of its obligations  under the Notes, the
     Exchange  Notes  and  the  Private   Exchange  Notes  (as  defined  in  the
     Registration Rights Agreement). The Notes, when issued, will be in the form
     contemplated  by the  Indenture.  The  Notes,  the  Exchange  Notes and the
     Private  Exchange  Notes have each been duly and validly  authorized by the
     Company and, when executed by the Company and  authenticated by the Trustee
     in accordance  with the provisions of the Indenture and, in the case of the
     Notes,  when  delivered  to  and  paid  for  by the  Initial  Purchaser  in
     accordance  with the terms of this  Agreement,  will  constitute  valid and
     legally binding obligations of the Company, entitled to the benefits of the
     Indenture,  and  enforceable  against the Company in accordance  with their
     terms,   except  that  the  enforcement  thereof  may  be  subject  to  (i)
     bankruptcy, insolvency,  reorganization,  fraudulent conveyance, moratorium
     or other  similar laws now or hereafter  in effect  relating to  creditors'
     rights  generally and (ii) general  principles of equity and the discretion
     of the court before which any proceeding therefor may be brought.

          (e) The Company has all  requisite  corporate  power and  authority to
     execute,  deliver and  perform its  obligations  under the  Indenture.  The
     Indenture  (including  provisions that are incorporated  therein) meets the
     requirements  for  qualification  under the Trust Indenture Act of 1939, as
     amended (the "TIA").  The execution and delivery of the Indenture have been
     duly --- and  validly  authorized  by the  Company  and  (assuming  the due
     authorization,  execution  and  delivery  by  the  Trustee)  the  Indenture
     constitutes  a  valid  and  legally  binding   agreement  of  the  Company,
     enforceable  against the Company in accordance with its terms,  except that
     the  enforcement  thereof  may be  subject to (i)  bankruptcy,  insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect  relating to  creditors'  rights  generally and (ii)
     general  principles of equity and the  discretion of the court before which
     any proceeding therefor may be brought.

          (f) The Company has all  requisite  corporate  power and  authority to
     execute,  deliver and perform its obligations under the Registration Rights
     Agreement.  The  Registration  Rights  Agreement  has been duly and validly
     authorized  by the Company and,  when executed and delivered by the Company
     (assuming  the due  authorization,  execution  and  delivery by the Initial
     Purchaser),  will constitute a valid and legally  binding  agreement of the
     Company,  enforceable  against  the Company in  accordance  with its terms,
     except that (A) the  enforcement  thereof may be subject to (i) bankruptcy,
     insolvency,  reorganization,  fraudulent  conveyance,  moratorium  or other
     similar  laws now or  hereafter  in effect  relating to  creditors'  rights
     generally and (ii) general  principles of equity and the  discretion of the
     court  before  which any  proceeding  therefor  may be brought  and (B) any
     rights to indemnity or  contribution  thereunder  may be limited by federal
     and state securities laws and public policy considerations.

          (g) The Company has all  requisite  corporate  power and  authority to
     execute,  deliver and perform its  obligations  under this Agreement and to
     consummate the  transactions  contemplated  hereby.  This Agreement and the
     consummation by the Company of the  transactions  contemplated  hereby have
     been duly and validly  authorized by the Company.  This  Agreement has been
     duly executed and delivered by the Company.

          (h) Each of the  Security  Documents  constitutes  a valid and legally
     binding  obligation  of the  Company,  enforceable  against  the Company in
     accordance  with its terms,  except  that the  enforcement  thereof  may be
     subject  to  (i)   bankruptcy,   insolvency,   reorganization,   fraudulent

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     conveyance,  moratorium  or other  similar  laws now or hereafter in effect
     relating to  creditor's  rights  generally  and (ii) general  principles of
     equity  and  the  discretion  of the  court  before  which  any  proceeding
     therefore may be brought.  On the Closing Date, the Collateral will conform
     in all  material  respects  to the  description  thereof  contained  in the
     Offering Memorandum.

          (i) The Security  Documents,  create in favor of the Collateral  Agent
     (as  defined  in the  Indenture)  for the  benefit of the  Trustee  and the
     holders of the Notes, a valid and  enforceable  perfected  senior  security
     interest in and Lien upon (in each case in accordance  with the  provisions
     of the relevant Security  Document) all of the Collateral,  superior to and
     prior to the rights of all third  persons  and  subject  to no other  Liens
     except for Liens  expressly  permitted to exist on such  Collateral  by the
     terms of the applicable Security Document.

          (j) No  consent,  approval,  authorization  or order  of any  court or
     governmental  agency or body,  or third party is required  for the issuance
     and sale by the  Company  of the  Notes  to the  Initial  Purchaser  or the
     consummation by the Company of the other transactions  contemplated hereby,
     except such as have been obtained and such as may be required under foreign
     and state securities or "Blue Sky" laws in connection with the purchase and
     resale of the Notes by the  Initial  Purchaser.  None of the Company or the
     Subsidiaries  is (i) in violation of its  certificate of  incorporation  or
     bylaws (or similar organizational document), (ii) in breach or violation of
     any statute,  judgment, decree, order, rule or regulation applicable to any
     of them or any of their  respective  properties  or assets,  except for any
     such breach or violation that would not,  individually or in the aggregate,
     reasonably  be  expected  to have a Material  Adverse  Effect,  or (iii) in
     breach of or default under (nor has any event occurred that, with notice or
     passage of time or both,  would constitute a default under) or in violation
     of any of the  terms or  provisions  of any  indenture,  mortgage,  deed of
     trust, loan agreement, note, lease, license,  franchise agreement,  permit,
     certificate, contract or other agreement or instrument to which any of them
     is a party or to which any of them or their respective properties or assets
     is  subject  (collectively,  "Contracts"),  except  for  any  such  breach,
     default,  violation  or  event  that  would  not,  individually  or in  the
     aggregate, reasonably be expected to have a Material Adverse Effect.

          (k) The  execution,  delivery and  performance  by the Company of this
     Agreement,  the  Indenture,  the  Registration  Rights  Agreement  and  the
     Security  Documents and the consummation by the Company of the transactions
     contemplated hereby and thereby to be consummated by it (including, without
     limitation,  the issuance  and sale of the Notes to the Initial  Purchaser)
     will not conflict  with or constitute or result in a breach of or a default
     under  (or an event  that  with  notice or  passage  of time or both  would
     constitute  a  default  under)  or  violation  of (i) any of the  terms  or
     provisions  of  any  Contract,  except  for  any  such  conflict,   breach,
     violation,  default  or  event  that  would  not,  individually  or in  the
     aggregate,  reasonably be expected to have a Material Adverse Effect,  (ii)
     the  certificate  of  incorporation  or bylaws (or  similar  organizational
     document)  of the  Company or any of the  Subsidiaries  or (iii)  (assuming
     compliance  with all  applicable  state  securities  or "Blue Sky" laws and
     assuming the accuracy of the  representations and warranties of the Initial
     Purchaser in Section 8 hereof) any statute,  judgment,  decree, order, rule
     or regulation  applicable to the Company or any of the  Subsidiaries or any
     of their  respective  properties or assets,  except for any such  conflict,
     breach, violation,  default or event that would not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

          (l) The audited  consolidated  financial statements of the Company and
     its subsidiaries  included in the Offering Memorandum present fairly in all
     material  respects the financial  position,  results of operations and cash
     flows of the Company and its  subsidiaries at the dates and for the periods
     to which they relate and have been prepared in accordance  with  accounting

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     principles  generally accepted in the United States of America applied on a
     consistent  basis,  except  as  otherwise  stated  therein.   The  selected
     financial and statistical data in the Offering Memorandum present fairly in
     all material  respects the information shown therein and have been prepared
     and compiled on a basis  consistent with the audited  financial  statements
     included     therein,     except    as    otherwise     stated     therein.
     PricewaterhouseCoopers,   LLP  (the   "Independent   Accountants")   is  an
     independent registered public accounting firm within the meaning of the Act
     and the rules and regulations promulgated thereunder.

          (m)  Except as  disclosed  in the  Offering  Memorandum,  there is not
     pending or, to the knowledge of the Company,  threatened any action,  suit,
     proceeding,  inquiry or  investigation  to which the  Company or any of the
     Subsidiaries  is a party, or to which the property or assets of the Company
     or any of the  Subsidiaries  are  subject,  before or brought by any court,
     arbitrator or governmental agency or body that, if determined  adversely to
     the  Company  or any of the  Subsidiaries,  would,  individually  or in the
     aggregate, reasonably be expected to have a Material Adverse Effect or that
     seeks  to  restrain,  enjoin,  prevent  the  consummation  of or  otherwise
     challenge  the  issuance or sale of the Notes to be sold  hereunder  or the
     consummation of the other  transactions to be consummated by the Company or
     any of its Affiliates and described in the Offering Memorandum.

          (n) Each of the Company and the  Subsidiaries  possesses all licenses,
     permits, certificates, consents, orders, approvals and other authorizations
     from, and has made all declarations  and filings with, all federal,  state,
     local and other governmental authorities, all self-regulatory organizations
     and all courts and other tribunals,  presently required or necessary to own
     or lease, as the case may be, and to operate its respective  properties and
     to carry on its respective  businesses as now conducted as set forth in the
     Offering  Memorandum  ("Permits"),  except where the failure to obtain such
     Permits would not, individually or in the aggregate, reasonably be expected
     to have a Material Adverse Effect; each of the Company and the Subsidiaries
     has fulfilled and  performed  all of its  obligations  with respect to such
     Permits and no event has occurred that allows,  or after notice or lapse of
     time would allow, revocation or termination thereof or results in any other
     impairment of the rights of the holder of any such Permit, except where any
     such absence of fulfillment or  performance,  or revocation or termination,
     would not  reasonably be expected to have a Material  Adverse  Effect;  and
     none of the  Company or the  Subsidiaries  has  received  any notice of any
     proceeding  relating to  revocation  or  modification  of any such  Permit,
     except as  described  in the  Offering  Memorandum  and  except  where such
     revocation or  modification  would not,  individually  or in the aggregate,
     reasonably be expected to have a Material Adverse Effect.

          (o) Since the date of the most recent financial  statements  appearing
     in the Offering Memorandum, except as described in the Offering Memorandum,
     (i) none of the Company or the Subsidiaries has incurred any liabilities or
     obligations,  direct or contingent, or entered into or agreed to enter into
     any transactions or contracts  (written or oral) not in the ordinary course
     of business,  which  liabilities,  obligations,  transactions  or contracts
     would,  individually  or in the  aggregate,  be  materially  adverse to the
     business,  condition  (financial  or otherwise) or results of operations of
     the  Companies  and its  Subsidiaries,  taken as a whole,  (ii) none of the
     Company or the  Subsidiaries  has purchased any of its outstanding  capital
     stock, nor declared, paid or otherwise made any dividend or distribution of
     any kind on its  capital  stock  (other  than with  respect  to any of such
     Subsidiaries,  the purchase  of, or dividend or  distribution  on,  capital
     stock owned by the Company or a wholly  owned  Subsidiary)  and (iii) there
     has not  been  any  material  change  in the  capital  stock  or  long-term
     indebtedness of the Company or the Subsidiaries.

          (p) Each of the Company and the  Subsidiaries  has filed all necessary
     federal,  state and foreign income and franchise tax returns,  except where
     the  failure  to so file such  returns  would not,  individually  or in the

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     aggregate,  reasonably be expected to have a Material  Adverse Effect,  and
     has paid all taxes shown as due thereon;  and, other than tax  deficiencies
     that the  Company or any  Subsidiary  is  contesting  in good faith and for
     which the Company or such Subsidiary has provided adequate reserves,  there
     is no tax  deficiency  that  has been  expressly  asserted  to the  Company
     against the Company or any of the  Subsidiaries  that would  reasonably  be
     expected to have,  individually  or in the  aggregate,  a Material  Adverse
     Effect.

          (q) The statistical and  market-related  data included in the Offering
     Memorandum  are based on or derived  from  sources that the Company and the
     Subsidiaries believe to be reliable and accurate with respect to such data.

          (r) None of the Company, the Subsidiaries or any agent acting on their
     behalf has taken or will take any action that might cause this Agreement or
     the  sale of the  Notes to  violate  Regulation  T, U or X of the  Board of
     Governors of the Federal Reserve System,  in each case as in effect,  or as
     the same may hereafter be in effect, on the Closing Date.

          (s) Each of the  Company  and the  Subsidiaries  has good title to all
     real  property  and good title to all  personal  property  described in the
     Offering  Memorandum  as being  owned by it free  and  clear of all  liens,
     charges, encumbrances or restrictions,  except as described in the Offering
     Memorandum or pursuant to the Credit Agreement or to the extent the failure
     to have such title or the existence of such liens, charges, encumbrances or
     restrictions  would not,  individually  or in the aggregate,  reasonably be
     expected  to have a Material  Adverse  Effect.  All leases,  contracts  and
     agreements to which the Company or any of the Subsidiaries is a party or by
     which any of them is bound are valid and enforceable against the Company or
     such Subsidiary,  to the Company's knowledge, and are valid and enforceable
     against the other party or parties thereto and are in full force and effect
     with only such  exceptions as would not,  individually or in the aggregate,
     reasonably be expected to have a Material  Adverse Effect.  The Company and
     the Subsidiaries  own or possess  adequate  licenses or other rights to use
     all  patents,  trademarks,  service  marks,  trade  names,  copyrights  and
     know-how  necessary  to conduct  the  businesses  now  operated  by them as
     described  in the Offering  Memorandum,  except where the failure to own or
     possess  the  foregoing  would  not,  individually  or  in  the  aggregate,
     reasonably  be  expected  to have a Material  Adverse  Effect.  None of the
     Company or the  Subsidiaries has received any written (or, to the Company's
     knowledge,  oral) notice of  infringement  of or conflict with (or knows of
     any such infringement of or conflict with) expressly  asserted (in writing)
     rights of others with respect to any patents,  trademarks,  service  marks,
     trade names, copyrights or know-how that, if such assertion of infringement
     or conflict were sustained, would reasonably be expected to have a Material
     Adverse Effect.

          (t)  There  are no  legal or  governmental  proceedings  involving  or
     affecting  the  Company  or  any  Subsidiary  or any  of  their  respective
     properties  or assets that are of such  materiality  that such  proceedings
     would be required to be described  in a prospectus  pursuant to the Act and
     that are not  described  in the  Offering  Memorandum,  nor are  there  any
     material contracts or agreements that are of such materiality that the same
     would be required to be described in a prospectus  pursuant to the Act (but
     excluding,  for the  avoidance of doubt,  any contract  that need not be so
     described in a registration  statement  filed under the Act, and containing
     such prospectus, other than by the filing of such contract as an exhibit to
     such  registration  statement)  that  are  not  described  in the  Offering
     Memorandum.

          (u) Except as would not, individually or in the aggregate,  reasonably
     be expected to have a Material Adverse Effect,  (A) each of the Company and
     the  Subsidiaries  is in compliance with and not subject to liability under

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     applicable  Environmental  Laws (as defined below), (B) each of the Company
     and the Subsidiaries has made all filings and provided all notices required
     under any applicable  Environmental  Law, and has and is in compliance with
     all Permits  required under any applicable  Environmental  Laws and each of
     them is in full force and effect,  (C) except as  disclosed in the Offering
     Memorandum,  there is no civil,  criminal or administrative  action,  suit,
     demand, claim,  hearing,  notice of violation,  investigation,  proceeding,
     notice or demand  letter or  request  for  information  pending  or, to the
     knowledge of the Company or any of the Subsidiaries, threatened against the
     Company or any of the  Subsidiaries  under any  Environmental  Law,  (D) no
     lien,  charge,  encumbrance  or  restriction  has been  recorded  under any
     Environmental  Law with respect to any assets,  facility or property owned,
     operated,  leased or controlled by the Company or any of the  Subsidiaries,
     (E) none of the Company or the Subsidiaries has received notice that it has
     been identified as a potentially  responsible party under the Comprehensive
     Environmental Response,  Compensation and Liability Act of 1980, as amended
     ("CERCLA"),  or any comparable state law and (F) no property or facility of
     the  Company  or any of the  Subsidiaries  is (i)  listed or  proposed  for
     listing on the National  Priorities List under CERCLA or (ii) listed in the
     Comprehensive   Environmental   Response,    Compensation   and   Liability
     Information  System  List  promulgated   pursuant  to  CERCLA,  or  on  any
     comparable list maintained by any state or local governmental authority.

          For purposes of this Agreement,  "Environmental Laws" means the common
     law and all applicable federal, state and local laws or regulations, codes,
     orders, decrees, judgments or injunctions issued, promulgated,  approved or
     entered  thereunder,  relating  to  pollution  or  protection  of public or
     employee  health  and  safety  or  the  environment,   including,   without
     limitation,  laws  relating  to  (i)  emissions,  discharges,  releases  or
     threatened releases of hazardous materials into the environment (including,
     without limitation,  ambient air, surface water, groundwater,  land surface
     or subsurface strata), (ii) the manufacture, processing, distribution, use,
     generation,   treatment,   storage,  disposal,  transport  or  handling  of
     hazardous  materials,  and (iii) underground and aboveground  storage tanks
     and related  piping,  and  emissions,  discharges,  releases or  threatened
     releases therefrom.

          (v) There is no strike,  organized  labor  dispute,  labor slowdown or
     work stoppage with the employees of the Company or any of the  Subsidiaries
     that  is  pending  or,  to  the  knowledge  of  the  Company  or any of the
     Subsidiaries,  threatened  which,  individually or in the aggregate,  would
     reasonably be expected to have a Material Adverse Effect.

          (w) Each of the Company and the Subsidiaries carries insurance in such
     amounts  and  covering  such risks as are  reasonably  believed by it to be
     adequate, in all material respects, for the conduct of its business and the
     value of its properties.

          (x)  Except  as  disclosed  in the  Offering  Memorandum,  none of the
     Company or the Subsidiaries  has any material  liability for any prohibited
     transaction  or funding  deficiency  or any complete or partial  withdrawal
     liability with respect to any pension, profit sharing or other plan that is
     subject to the Employee  Retirement Income Security Act of 1974, as amended
     ("ERISA"),  or  analogous  foreign  plans  governed  by  analogous  foreign
     regulation,  to which  the  Company  or any of the  Subsidiaries  makes or,
     within  the  prior six years  has  made,  a  contribution  and in which any
     employee  of  the  Company  or of any  Subsidiary  is or  has  ever  been a
     participant. With respect to such plans, the Company and each Subsidiary is
     in compliance in all material  respects with all  applicable  provisions of
     ERISA.

          (y) Each of the  Company  and the  Subsidiaries  (i)  makes  and keeps
     accurate  books and records  within the meaning of Section  13(b)(2) of the
     Exchange Act and (ii) maintains internal  accounting  controls that provide
     reasonable  assurance that (A) transactions are executed in accordance with
     management's  general  or  specific  authorization,  (B)  transactions  are

                                       7
<PAGE>
     recorded as necessary to permit preparation of its financial statements and
     to  maintain  accountability  for its  assets,  (C) access to its assets is
     permitted  only  in  accordance  with  management's   general  or  specific
     authorization  and (D)  the  reported  accountability  for  its  assets  is
     compared with existing assets at reasonable intervals.  The Company and the
     Subsidiaries   maintain   systems  of  "internal   control  over  financial
     reporting"  (as defined in Rule  13a-15(f) of the Exchange Act) that comply
     with the  requirements  of the Exchange  Act and have been  designed by, or
     under the  supervision  of,  management  to  provide  reasonable  assurance
     regarding the  reliability  of financial  reporting and the  preparation of
     financial  statements for external  purposes in accordance  with accounting
     principles generally accepted in the United States of America.

          (z) The Company and the  Subsidiaries  maintain an effective system of
     "disclosure  controls and  procedures" (as defined in Rule 13a-15(e) of the
     Exchange  Act) that is designed to ensure that  information  required to be
     disclosed  by the  Company  in reports  that it files or submits  under the
     Exchange Act is recorded,  processed,  summarized  and reported  within the
     time  periods  specified  in the  Commission's  rules and forms,  including
     controls  and  procedures  designed  to  ensure  that such  information  is
     accumulated and communicated to the Company's  management as appropriate to
     allow timely decisions regarding required  disclosure.  The Company and the
     Subsidiaries  have  carried  out  evaluations,  with the  participation  of
     management,   of  the  effectiveness  of  their  disclosure   controls  and
     procedures as required by Rule 13a-15 of the Exchange Act.

          (aa) None of the Company or the  Subsidiaries is or as a result of the
     transactions  contemplated  hereby will become an  "investment  company" or
     "promoter" or "principal  underwriter" for an "investment company," as such
     terms are defined in the  Investment  Company Act of 1940, as amended,  and
     the rules and regulations thereunder.

          (bb) The Notes,  the Indenture and the  Registration  Rights Agreement
     conform  in all  material  respects  to  the  descriptions  thereof  in the
     Offering Memorandum.

          (cc) No holder of securities of the Company or any Subsidiary  will be
     entitled  to  have  such  securities   registered  under  the  registration
     statements required to be filed by the Company pursuant to the Registration
     Rights Agreement other than as expressly permitted thereby.

          (dd)   Immediately   after  the   consummation  of  the   transactions
     contemplated  by this  Agreement,  the fair value and present fair saleable
     value of the assets of the Company and its  subsidiaries (on a consolidated
     basis,  considered as a single  enterprise for purposes of this  paragraph)
     will exceed the sum of its stated  liabilities  and  identified  contingent
     liabilities; the Company and its subsidiaries (on a consolidated basis) are
     not, nor will the Company and its  subsidiaries  (on a consolidated  basis)
     be, after giving effect to the execution,  delivery and performance of this
     Agreement,  and the consummation of the transactions  contemplated  hereby,
     (a) left  with  unreasonably  small  capital  with  which to carry on their
     business as it is proposed to be  conducted,  (b) unable to pay their debts
     (contingent or otherwise) as they mature or (c) otherwise insolvent.

          (ee) None of the Company,  the Subsidiaries or any of their respective
     Affiliates  (as defined in Rule 501(b) of  Regulation  D under the Act) has
     directly,  or through  any agent,  (i) sold,  offered  for sale,  solicited
     offers to buy or  otherwise  negotiated  in respect of any  "security"  (as
     defined  in the Act)  that is or could be  integrated  with the sale of the
     Notes in a manner that would require the registration  under the Act of the

                                       8
<PAGE>

     Notes  or (ii)  engaged  in any form of  general  solicitation  or  general
     advertising  (as  those  terms are used in  Regulation  D under the Act) in
     connection  with the  offering  of the Notes or in any manner  involving  a
     public offering within the meaning of Section 4(2) of the Act. Assuming the
     truth and correctness of the  representations and warranties of the Initial
     Purchaser in Section 8 hereof and its compliance with its covenants in such
     Section,  it is not  necessary  in  connection  with  the  offer,  sale and
     delivery of the Notes to the Initial  Purchaser in the manner  contemplated
     by this  Agreement to register any of the Notes under the Act or to qualify
     the Indenture under the TIA.

          (ff) No  securities of the Company or any  Subsidiary  are of the same
     class  (within  the  meaning  of Rule 144A  under the Act) as the Notes and
     listed on a national  securities exchange registered under Section 6 of the
     Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.

          (gg) None of the Company or the  Subsidiaries  has taken, nor will any
     of them take, directly or indirectly, any action designed to, or that might
     be reasonably expected to, cause or result in stabilization or manipulation
     of the price of the Notes.

          (hh) None of the Company,  the  Subsidiaries,  any of their respective
     Affiliates  or any person  acting on its or their  behalf  (other  than the
     Initial  Purchaser)  has engaged in any directed  selling  efforts (as that
     term is  defined  in  Regulation  S under  the Act  ("Regulation  S")) with
     respect to the Notes;  the Company,  the  Subsidiaries and their respective
     Affiliates  and any person  acting on its or their  behalf  (other than the
     Initial Purchaser) have complied with the offering restrictions requirement
     of Regulation S.

          (ii) The Initial  Purchaser is acting as an underwriter  and not as an
     advisor to the Company with respect to the offering contemplated hereby and
     the Company  has  consulted  its own  financial  and legal  advisors to the
     extent it has deemed appropriate.

          Any certificate signed by any officer of the Company or any Subsidiary
and delivered (at the purchase and sale of the Notes on the Closing Date) to the
Initial  Purchaser  or to counsel  for the Initial  Purchaser  shall be deemed a
representation  and  warranty by the Company to the Initial  Purchaser as to the
matters covered thereby.

          3.  Purchase,  Sale and  Delivery  of the  Notes.  On the basis of the
representations,  warranties,  agreements  and  covenants  herein  contained and
subject to the terms and  conditions  herein set forth,  the  Company  agrees to
issue and sell to the Initial  Purchaser,  and the Initial  Purchaser  agrees to
purchase  the Notes from the Company at 99.306% of their  principal  amount plus
accrued  interest  from April 11,  2006 to the  Closing  Date,  less the Initial
Purchaser's fee of (euro)6,454,890.  One or more certificates in definitive form
for the Notes that the Initial Purchaser has agreed to purchase  hereunder,  and
in such  denomination or  denominations  and registered in such name or names as
the  Initial  Purchaser  requests  upon  notice to the Company at least 36 hours
prior to the Closing Date,  shall be delivered by or on behalf of the Company to
the Initial Purchaser,  against payment by or on behalf of the Initial Purchaser
of the  purchase  price  therefor by wire  transfer  (same day  funds),  to such
account or accounts as the Company  shall  specify prior to the Closing Date, or
by such means as the parties hereto shall agree prior to the Closing Date.  Such
delivery  of and  payment  for the Notes  shall be made at the offices of Cahill
Gordon & Reindel LLP,  Augustine House, 6A Austin Friars,  London,  England EC2N
2HA at 10:00 A.M.,  London time, on April 11, 2006, or at such other place, time
or date as the Initial Purchaser, on the one hand, and the Company, on the other
hand,  may agree upon,  such time and date of  delivery  against  payment  being
herein referred to as the "Closing Date." The Company will make such certificate
or  certificates  for the Notes  available  for  checking  and  packaging by the
Initial  Purchaser at the offices of Deutsche Bank  Securities Inc. in New York,
New York, or at such other place as Deutsche Bank Securities Inc. may designate,
at least 24 hours prior to the Closing Date.

          4. Offering by the Initial  Purchaser.  The Initial Purchaser proposes
to make an  offering  of the  Notes at the price and upon the terms set forth in
the Offering  Memorandum as soon as practicable  after this Agreement is entered
into and as in the judgment of the Initial Purchaser is advisable.

                                       9
<PAGE>

          5. Covenants of the Company. The Company covenants and agrees with the
Initial Purchaser that:

          (a) Until the later of (i) the completion of the  distribution  of the
     Notes by the Initial  Purchaser and (ii) the Closing Date, the Company will
     not amend or supplement the Offering Memorandum or file any report with the
     Commission  under the  Exchange  Act unless  the  Initial  Purchaser  shall
     previously  have been advised and furnished a copy for a reasonable  period
     of time prior to the  proposed  amendment,  supplement  or report and as to
     which  the  Initial  Purchaser  shall  have  given its  consent  (not to be
     unreasonably  withheld).  The Company will  promptly,  upon the  reasonable
     request of the Initial Purchaser or counsel for the Initial Purchaser, make
     any  amendments  or  supplements  to the  Offering  Memorandum  that may be
     necessary or advisable  in  connection  with the resale of the Notes by the
     Initial Purchaser.

          (b) The Company will cooperate with the Initial Purchaser in arranging
     for the  qualification  of the  Notes  for  offering  and  sale  under  the
     securities  or "Blue Sky" laws of such European  Union,  Canadian or United
     States  jurisdictions  as the  Initial  Purchaser  may  designate  and will
     continue  such  qualifications  in effect for as long as may be  reasonably
     necessary to complete the resale of the Notes;  provided,  however, that in
     connection  therewith,  the  Company  shall not be required to qualify as a
     foreign  corporation  (or any other foreign  business  organization)  or to
     execute a general  consent to service  of  process in any  jurisdiction  or
     subject itself to taxation in excess of a nominal dollar amount in any such
     jurisdiction where it is not then so subject.  (c) If, at any time prior to
     the completion of the distribution by the Initial Purchaser of the Notes or
     the Private Exchange Notes,  any event occurs or information  becomes known
     as  a  result  of  which  the  Offering   Memorandum  as  then  amended  or
     supplemented would include any untrue statement of a material fact, or omit
     to state a material fact necessary to make the statements  therein,  in the
     light of the circumstances  under which they were made, not misleading,  or
     if for any other reason it is necessary at any time to amend or  supplement
     the Offering  Memorandum  to comply with  applicable  law, the Company will
     promptly  notify the Initial  Purchaser  thereof and will  prepare,  at the
     expense  of the  Company,  an  amendment  or  supplement  to  the  Offering
     Memorandum  that  corrects  such  statement  or  omission  or effects  such
     compliance.

          (d) The Company will, without charge, provide to the Initial Purchaser
     and to counsel for the  Initial  Purchaser  as many copies of the  Offering
     Memorandum or any amendment or supplement  thereto as the Initial Purchaser
     may reasonably request.

          (e) The Company will apply the net proceeds from the sale of the Notes
     as set forth under "Use of Proceeds" in the Offering Memorandum.

          (f) Until the third  anniversary of the Closing Date, the Company will
     furnish  to  the  Initial   Purchaser  copies  of  all  reports  and  other
     communications  (financial  or  otherwise)  furnished by the Company to the
     Trustee or to the holders of the Notes and, as soon as available, copies of
     any reports or  financial  statements  furnished to or filed by the Company
     with the Commission or any national  securities exchange on which any class
     of securities  of the Company may be listed;  provided,  however,  that any
     such reports or financial  statements  furnished to or filed by the Company
     with  the  Commission  need  not be  separately  furnished  to the  Initial
     Purchaser if such reports or statements are publicly  available through the
     Commission's electronic data gathering and retrieval database.

          (g) Prior to the Closing Date, the Company will furnish to the Initial
     Purchaser,  as soon as they have been prepared, a copy of any substantially

                                       10
<PAGE>
     complete unaudited interim financial  statements of the Company prepared in
     the  ordinary  course of business for any period  subsequent  to the period
     covered by the most recent financial  statements  appearing in the Offering
     Memorandum.

          (h) None of the Company or any of its Affiliates will sell,  offer for
     sale or  solicit  offers to buy or  otherwise  negotiate  in respect of any
     "security"  (as defined in the Act) that could be integrated  with the sale
     of the Notes in a manner which would require the registration under the Act
     of the Notes.

          (i) The Company will not, and will not permit any of the  Subsidiaries
     to, engage in any form of general  solicitation or general  advertising (as
     those terms are used in Regulation D under the Act) in connection  with the
     offering of the Notes or in any manner  involving a public  offering within
     the meaning of Section 4(2) of the Act.

          (j) For so long as any of the Notes  remain  outstanding,  the Company
     will make  available at its expense,  upon  request,  to any holder of such
     Notes and any prospective  purchasers thereof the information  specified in
     Rule  144A(d)(4)  under the Act,  unless  the  Company  is then  subject to
     Section 13 or 15(d) of the Exchange Act.

          (k) The Company will use its  commercially  reasonable  efforts to (i)
     permit  the  Notes  to be  eligible  for  trading  on  the  Euro  MTF,  the
     alternative  market of the  Luxembourg  Stock  Exchange and (ii) permit the
     Notes to be eligible for  clearance  and  settlement  through the Euroclear
     System and Clearstream Banking, societe anonyme.

          (l)  In  connection  with  Notes  offered  and  sold  in  an  offshore
     transaction  (as defined in Regulation S) the Company will not register any
     transfer  of such  Notes  not made in  accordance  with the  provisions  of
     Regulation S and will not,  except in  accordance  with the  provisions  of
     Regulation S, if applicable, issue any such Notes in the form of definitive
     securities.

          (m) The Company  will comply with all of its  agreements  set forth in
     the  Indenture,   the  Registration   Rights  Agreement  and  the  Security
     Documents.

          6. Expenses. The Company agrees to pay all costs and expenses incident
to the performance of its obligations  under this Agreement,  whether or not the
transactions contemplated herein are consummated or this Agreement is terminated
pursuant to Section 11 hereof,  including all costs and expenses incident to (i)
the printing,  word processing or other  production of documents with respect to
the  transactions  contemplated  hereby,  including  any costs of  printing  the
Offering Memorandum and any amendment or supplement thereto,  and any "Blue Sky"
memoranda,  (ii)  all  arrangements  relating  to the  delivery  to the  Initial
Purchaser of copies of the foregoing documents, (iii) the fees and disbursements
of the counsel,  the accountants  and any other experts or advisors  retained by
the Company, (iv) preparation (including printing), issuance and delivery to the

                                       11
<PAGE>

Initial  Purchaser  of the  Notes,  (v) the  qualification  of the  Notes  under
European Union, Canadian and United States state securities and "Blue Sky" laws,
including  filing fees and reasonable fees and  disbursements of counsel for the
Initial  Purchaser  relating  thereto,  (vi)  expenses  in  connection  with any
meetings with prospective investors in the Notes, (vii) fees and expenses of the
Trustee and  Luxembourg  Listing Agent  including  fees and expenses of counsel,
(viii) all expenses and listing fees incurred in connection with the application
for listing of the Notes on the Luxembourg  Stock Exchange and/or trading on the
Euro MTF, the alternative  market of the Luxembourg  Stock Exchange and (ix) any
fees charged by investment  rating  agencies for the rating of the Notes. If the
sale of the Notes provided for herein is not  consummated  because any condition
to the obligations of the Initial Purchaser set forth in Section 7 hereof is not
satisfied on the Closing Date,  because this  Agreement is terminated or because
of any  failure,  refusal or inability on the part of the Company to perform all
obligations  and satisfy all conditions on its part to be performed or satisfied
hereunder  (in any case other than  solely by reason of a default by the Initial
Purchaser of its obligations  hereunder after all conditions hereunder have been
satisfied in accordance herewith),  the Company agrees to promptly reimburse the
Initial  Purchaser  upon  demand  for  all  out-of-pocket   expenses  (including
reasonable  fees,  disbursements  and  charges of Cahill  Gordon & Reindel  LLP,
counsel for the Initial  Purchaser) that shall have been incurred by the Initial
Purchaser in connection with the proposed purchase and sale of the Notes.

          7. Conditions of the Initial Purchaser's  Obligations.  The obligation
of the Initial  Purchaser to purchase  and pay for the Notes shall,  in its sole
discretion, be subject to the satisfaction or waiver of the following conditions
on or prior to the Closing Date:

          (a) On the Closing Date, the Initial Purchaser shall have received (i)
     the  opinion,  dated as of the Closing  Date and  addressed  to the Initial
     Purchaser,  of Locke Liddell & Sapp LLP,  counsel for the Company,  in form
     and substance reasonably satisfactory to counsel for the Initial Purchaser,
     to the effect set forth in  Exhibit  A, (ii) the  opinion,  dated as of the
     Closing Date and addressed to the Initial Purchaser,  of Meilicke Hoffman &
     Partner,  German counsel to the Company,  in form and substance  reasonably
     satisfactory to counsel for the Initial Purchaser, (iii) the opinion, dated
     as of  the  Closing  Date  and  addressed  to  the  Initial  Purchaser,  of
     Bech-Bruun  Dragsted Law Firm,  Danish counsel to the Company,  in form and
     substance  reasonably  satisfactory  to the  Initial  Purchaser,  (iv)  the
     opinion,  dated  as of the  Closing  Date  and  addressed  to  the  Initial
     Purchaser, of Narbarro Nathanson, United Kingdom counsel to the Company, in
     form and substance  reasonably  satisfactory to the Initial Purchaser,  and
     (v) the opinion,  dated as of the Closing Date and addressed to the Initial
     Purchaser,  of MB & Associes,  French  counsel to the Company,  in form and
     substance reasonably satisfactory to the Initial Purchaser.

          (b) On the Closing Date, the Initial Purchaser shall have received the
     opinion, in form and substance satisfactory to the Initial Purchaser, dated
     as of the Closing Date and  addressed to the Initial  Purchaser,  of Cahill
     Gordon & Reindel LLP,  counsel for the Initial  Purchaser,  with respect to
     certain  legal  matters  relating to this  Agreement and such other related
     matters as the Initial Purchaser may reasonably  require. In rendering such
     opinion,  Cahill Gordon & Reindel LLP shall have received and may rely upon
     such  certificates and other documents and information as it may reasonably
     request to pass upon such matters.

          (c) On the date hereof, the Initial Purchaser shall have received from
     the Independent Accountants a comfort letter dated the date hereof, in form
     and  substance  satisfactory  to counsel  for the  Initial  Purchaser  with
     respect to the  audited  and any  unaudited  financial  information  in the
     Preliminary  Memorandum.  On the Closing Date, the Initial  Purchaser shall
     have received from the  Independent  Accountants a comfort letter dated the
     Closing Date, in form and substance reasonably  satisfactory to counsel for
     the Initial Purchaser, which shall extend to the financial information,  if
     any, contained in the Final Memorandum and not contained in the Preliminary
     Memorandum.

          (d) The  representations  and  warranties of the Company  contained in
     this Agreement shall be true and correct on and as of the Time of Execution
     and on and as of the Closing Date as if made on and as of the Closing Date;
     the statements of the Company's  officers made in any certificate signed by
     them  delivered  on or as of  the  Closing  Date  in  accordance  with  the
     provisions  hereof shall be true and correct on and as of the date made and

                                       12
<PAGE>

     on and as of the Closing  Date;  the Company  shall have  performed  in all
     material respects all covenants and agreements and satisfied all conditions
     on its  part to be  performed  or  satisfied  hereunder  at or prior to the
     Closing  Date;  and,  except  as  described  in  the  Offering   Memorandum
     (exclusive of any  amendment or supplement  thereto after the date hereof),
     subsequent  to the date of the most  recent  financial  statements  in such
     Offering Memorandum,  there shall have been no event or development, and no
     information  shall  have  become  known,  that,   individually  or  in  the
     aggregate,  has or would be  reasonably  likely to have a Material  Adverse
     Effect.

          (e) The sale of the Notes hereunder shall not be enjoined (temporarily
     or permanently) on the Closing Date.

          (f) Subsequent to the date of the most recent financial  statements in
     the Offering  Memorandum  (exclusive of any amendment or supplement thereto
     after the date  hereof),  none of the  Company  or any of the  Subsidiaries
     shall have sustained any loss or interference  with respect to its business
     or properties  from fire,  flood,  hurricane,  accident or other  calamity,
     whether or not covered by insurance,  or from any strike,  organized  labor
     dispute,  labor slowdown or work stoppage or from any legal or governmental
     proceeding, order or decree, which loss or interference, individually or in
     the aggregate, has or would be reasonably likely to have a Material Adverse
     Effect.

          (g) The Initial  Purchaser  shall have received a  certificate  of the
     Company,  dated the  Closing  Date,  signed on behalf of the Company by its
     Chief  Executive  Officer or any President or Vice  President and the Chief
     Financial Officer, to the effect that:

               (i) The  representations  and warranties of the Company contained
          in this  Agreement  are  true  and  correct  on and as of the  Time of
          Execution  and on and as of the  Closing  Date,  and the  Company  has
          performed in all material  respects all covenants and  agreements  and
          satisfied  all  conditions  on its part to be  performed  or satisfied
          hereunder at or prior to the Closing Date;

               (ii) At the Closing Date, since the date hereof or since the date
          of the most recent  financial  statements  in the Offering  Memorandum
          (exclusive  of any  amendment  or  supplement  thereto  after the date
          hereof), no event or development has occurred,  and no information has
          become known, that, individually or in the aggregate,  has or would be
          reasonably likely to have a Material Adverse Effect; and

               (iii)  The sale of the  Notes  hereunder  has not  been  enjoined
          (temporarily or permanently).

          (h) On the Closing Date, the Initial Purchaser shall have received the
     Registration  Rights  Agreement  executed by the Company and such agreement
     shall be in full force and effect at the Closing Date.

               (i) At or on the Closing  Date the  trustee  for the  Company's 8
          7/8% senior secured notes due 2009 (the  "Existing  Notes") shall have
          received from the Company an  irrevocable  notice of redemption of all
          such  Existing  Notes  effective  as of the  time of  delivery  of and
          payment for the Notes.  Concurrently  with the time of delivery of and
          payment for the Notes by the  Initial  Purchaser,  the  Company  shall
          irrevocably  deposit  or cause to be  deposited  with such  trustee an
          amount  sufficient to pay and discharge the principal of,  premium and
          interest on the Existing Notes to such time.

          (j) On or before the Closing Date, the Company shall have caused to be
     delivered  the  following  documents  and  instruments  with  regard to the
     Collateral:

                                       13
<PAGE>

               (i) to  the  Trustee  (with  a copy  to the  Initial  Purchaser),
          evidence of all  registrations or filings in each of the offices where
          such  registrations or filings are necessary or, in the opinion of the
          Initial Purchaser,  desirable to perfect the Liens created or intended
          to be created thereby;

               (ii)  to  the  Initial   Purchaser  and  the  Trustee,   evidence
          satisfactory  to them of the  payment of all filing  fees and taxes in
          connection with the filings and  registrations  contemplated in clause
          (i) above and acknowledgment copies of all such filings; and

               (iii) to the Initial  Purchaser and the Trustee,  evidence as may
          be reasonably  requested  that all other actions  necessary to perfect
          and, subject to Liens expressly permitted to exist by the terms of the
          applicable Security Document, protect the Liens created or intended to
          be created by the Security Documents have been taken.

          On or before the Closing Date,  the Initial  Purchaser and counsel for
the  Initial  Purchaser  shall  have  received  from the  Company  such  further
documents, opinions, certificates, letters and schedules or instruments relating
to the business,  corporate,  legal and financial affairs of the Company and the
Subsidiaries  as they  shall  have  heretofore  reasonably  requested  from  the
Company.

          All such  documents,  opinions,  certificates,  letters,  schedules or
instruments delivered pursuant to this Agreement will comply with the provisions
hereof only if they are reasonably  satisfactory in all material respects to the
Initial  Purchaser  and  counsel for the Initial  Purchaser.  The Company  shall
furnish  to the  Initial  Purchaser  such  conformed  copies of such  documents,
opinions, certificates, letters, schedules and instruments in such quantities as
the Initial Purchaser shall reasonably request.

          8.  Offering  of Notes;  Restrictions  on  Transfer.  (a) The  Initial
Purchaser  agrees  with the  Company  that  (i) it has not and will not  solicit
offers for, or offer or sell, the Notes by any form of general  solicitation  or
general  advertising  (as those terms are used in Regulation D under the Act) or
in any manner  involving a public offering within the meaning of Section 4(2) of
the Act;  and (ii) it has and will solicit  offers for the Notes only from,  and
will  offer  the Notes  only to,  (A) in the case of offers  inside  the  United
States,  persons whom the Initial Purchaser  reasonably believes to be qualified
institutional   buyers   within   the   meaning  of  Rule  144A  under  the  Act
(individually,  a  "QIB")  or,  if any such  person  is  buying  for one or more
institutional  accounts  for which such person is acting as  fiduciary or agent,
only when such person has  represented  to the Initial  Purchaser that each such
account is a QIB to whom  notice has been  given that such sale or  delivery  is
being made in  reliance on Rule 144A and, in each case,  in  transactions  under
Rule 144A and (B) in the case of offers  outside the United  States,  to persons
other than U.S. persons ("non-U.S. purchasers," which term shall include dealers
or other professional fiduciaries in the United States acting on a discretionary
basis for non-U.S. beneficial owners (other than an estate or trust)); provided,
however,  that in the case of this  clause (B),  in  purchasing  such Notes such
persons are deemed to have  represented and agreed as provided under the caption
"Transfer Restrictions" contained in the Offering Memorandum.

          (b) The Initial  Purchaser  represents,  warrants and  covenants  with
respect to offers and sales  outside the United  States that (i) it has and will
comply with all applicable laws and regulations in each jurisdiction in which it
acquires,  offers,  sells  or  delivers  Notes  or  has  in  its  possession  or
distributes the Offering Memorandum or any such other material,  in all cases at
its own  expense;  (ii) the Notes  have not been and will not be offered or sold
within the United  States or to, or for the account or benefit of, U.S.  persons
except in accordance with Regulation S under the Act or pursuant to an exemption
from the  registration  requirements  of the Act;  and (iii) it has  offered the

                                       14
<PAGE>

Notes and will offer and sell the Notes (A) as part of its  distribution  at any
time and (B) otherwise until 40 days after the later of the  commencement of the
offering and the Closing Date,  only in accordance with Rule 903 of Regulation S
and,  accordingly,  neither it nor any persons acting on its behalf have engaged
or will engage in any directed selling efforts (within the meaning of Regulation
S) with respect to the Notes, and any such persons have complied and will comply
with the offering restrictions requirement of Regulation S.

          Terms used in this  Section 8 and not defined in this  Agreement  have
the meanings given to them in Regulation S.

          9.  Indemnification  and  Contribution.  (a)  The  Company  agrees  to
indemnify  and hold  harmless the Initial  Purchaser,  each person,  if any, who
controls  the Initial  Purchaser  within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act and any U.S.  affiliate of the Initial  Purchaser
against  any  losses,  claims,  damages  or  liabilities  to which  the  Initial
Purchaser  or such  controlling  person may become  subject  under the Act,  the
Exchange  Act or  otherwise,  insofar  as any such  losses,  claims,  damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

          (i) any untrue  statement  or  alleged  untrue  statement  made by the
     Company in Section 2 hereof;

          (ii) any untrue  statement or alleged untrue statement of any material
     fact  contained in the Offering  Memorandum  or any amendment or supplement
     thereto; or

          (iii) the  omission  or alleged  omission  to state,  in the  Offering
     Memorandum or any amendment or supplement thereto, a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading,

and will reimburse, as incurred, the Initial Purchaser and each such controlling
person  and such U.S.  affiliates  for any  reasonable  legal or other  expenses
incurred by the Initial Purchaser or such controlling  person in connection with
investigating,  defending  against  or  appearing  as a  third-party  witness in
connection with any such loss,  claim,  damage,  liability or action;  provided,
however, that the Company will not be liable in any such case to the extent that
any such loss,  claim,  damage or  liability  arises out of or is based upon any
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in the  Offering  Memorandum  or any  amendment  or  supplement  thereto in
reliance upon and in conformity with written information  concerning the Initial
Purchaser furnished to the Company by the Initial Purchaser specifically for use
therein. The indemnity provided for in this Section 9 will be in addition to any
liability that the Company may otherwise have to the  indemnified  parties.  The
Company shall not be liable under this Section 9 for any settlement of any claim
or  action  effected  without  its prior  written  consent,  which  shall not be
unreasonably withheld.

          (b) The Initial  Purchaser  agrees to indemnify  and hold harmless the
Company,  its directors,  its officers and each person, if any, who controls the
Company  within  the  meaning  of  Section  15 of the Act or  Section  20 of the
Exchange Act against any losses,  claims,  damages or  liabilities  to which the
Company or any such director,  officer or controlling  person may become subject
under the Act, the Exchange Act or  otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue  statement or alleged untrue  statement of any material fact
contained in the Offering  Memorandum or any amendment or supplement thereto, or
(ii) the  omission or the  alleged  omission  to state  therein a material  fact
required to be stated in any Memorandum or any amendment or supplement  thereto,

                                       15
<PAGE>
or necessary to make the statements therein not misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written  information  concerning the Initial Purchaser furnished
to the  Company by the  Initial  Purchaser  specifically  for use  therein;  and
subject to the limitation  set forth  immediately  preceding  this clause,  will
reimburse,  as incurred,  any legal or other expenses incurred by the Company or
any  such   director,   officer  or  controlling   person  in  connection   with
investigating  or defending  against or appearing  as a  third-party  witness in
connection  with any such loss,  claim,  damage,  liability or action in respect
thereof. The indemnity provided for in this Section 9 will be in addition to any
liability  that the Initial  Purchaser  may  otherwise  have to the  indemnified
parties.  The Initial Purchaser shall not be liable under this Section 9 for any
settlement of any claim or action effected without its consent,  which shall not
be  unreasonably  withheld.  The Company  shall not,  without the prior  written
consent of the Initial  Purchaser,  effect any  settlement  or compromise of any
pending or threatened proceeding in respect of which the Initial Purchaser is or
could have been a party,  or indemnity  could have been sought  hereunder by the
Initial Purchaser,  unless such settlement (A) includes an unconditional written
release of the Initial Purchaser,  in form and substance reasonably satisfactory
to the  Initial  Purchaser,  from all  liability  on claims that are the subject
matter  of such  proceeding  and (B) does not  include  any  statement  as to an
admission of fault, culpability or failure to act by or on behalf of the Initial
Purchaser.

          (c) Promptly after receipt by an indemnified  party under this Section
9 of notice of the commencement of any action for which such  indemnified  party
is entitled to  indemnification  under this  Section 9, such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, promptly notify the indemnifying party of the commencement
thereof in writing;  but the  omission to so notify the  indemnifying  party (i)
will not relieve it from any liability  under  paragraph (a) or (b) above unless
and to the extent such failure  results in the  forfeiture  by the  indemnifying
party of  substantial  rights  and  defenses  and (ii) will not,  in any  event,
relieve the  indemnifying  party from any obligations to any  indemnified  party
other than the  indemnification  obligation  provided in paragraphs  (a) and (b)
above. In case any such action is brought against any indemnified  party, and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party will be entitled  to  participate  therein  and, to the extent that it may
wish, jointly with any other indemnifying  party similarly  notified,  to assume
the defense thereof,  with counsel  reasonably  satisfactory to such indemnified
party;  provided,  however,  that  if (i)  the  use  of  counsel  chosen  by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it and/or other indemnified  parties that are materially  different
from or materially  additional to those available to the indemnifying  party (it
being  understood  that,  without any limitation as to the defenses which may be
materially  different  or  materially  additional,  the  availability  of a  due
diligence defense shall be deemed materially different and materially additional
for purposes of this Section 9(c)),  or (iii) the  indemnifying  party shall not
have  employed  counsel  reasonably  satisfactory  to the  indemnified  party to
represent the  indemnified  party within a reasonable  time after receipt by the
indemnifying  party of notice of the  institution of such action,  then, in each
such case, the indemnifying party shall not have the right to direct the defense
of such  action  on  behalf  of such  indemnified  party  or  parties  and  such
indemnified  party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties.  After notice
from the  indemnifying  party to such  indemnified  party of its  election so to
assume the defense  thereof and  approval by such  indemnified  party of counsel
appointed to defend such action,  the  indemnifying  party will not be liable to
such  indemnified  party under this  Section 9 for any legal or other  expenses,
other than  reasonable  costs of  investigation,  subsequently  incurred by such
indemnified  party  in  connection  with the  defense  thereof,  unless  (i) the
indemnified  party shall have employed  separate  counsel in accordance with the
proviso to the immediately  preceding  sentence (it being  understood,  however,
that in connection with such action the  indemnifying  party shall not be liable
for the  expenses  of more  than one  separate  counsel  (in  addition  to local
counsel) in any one action or separate but substantially  similar actions in the
same jurisdiction  arising out of the same general allegations or circumstances,
designated by the Initial Purchaser in the case of paragraph (a) of this Section
9 or the Company in the case of paragraph  (b) of this  Section 9,  representing
the  indemnified  parties under such paragraph (a) or paragraph (b), as the case
may be, who are  parties to such  action or  actions)  or (ii) the  indemnifying
party has  authorized in writing the  employment of counsel for the  indemnified
party at the expense of the indemnifying party. All fees and expenses reimbursed

                                       16
<PAGE>

pursuant to this  paragraph (c) shall be reimbursed as they are incurred.  After
such  notice  from  the  indemnifying  party  to  such  indemnified  party,  the
indemnifying  party  will  not be  liable  for the  costs  and  expenses  of any
settlement of such action effected by such  indemnified  party without the prior
written  consent  of  the  indemnifying   party  (which  consent  shall  not  be
unreasonably  withheld),  unless such  indemnified  party  waived in writing its
rights under this Section 9, in which case the indemnified party may effect such
a settlement without such consent.

          (d) In circumstances in which the indemnity  agreement provided for in
the preceding paragraphs of this Section 9 is unavailable to, or insufficient to
hold harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof),  each indemnifying  party, in order
to provide for just and equitable  contribution,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or liabilities (or actions in respect  thereof) in such proportion as is
appropriate to reflect (i) the relative  benefits  received by the  indemnifying
party or parties on the one hand and the indemnified party on the other from the
offering of the Notes or (ii) if the allocation provided by the foregoing clause
(i) is not permitted by applicable law, not only such relative benefits but also
the relative fault of the indemnifying  party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect  thereof).  The relative benefits received by
the  Company on the one hand and the  Initial  Purchaser  on the other  shall be
deemed to be in the same  proportion  as the total  proceeds  from the  offering
(before deducting  expenses) received by the Company bear to the total discounts
and  commissions  received by the Initial  Purchaser.  The relative fault of the
parties shall be  determined  by reference  to, among other things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or the Initial  Purchaser on the other,  the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission or alleged  statement  or  omission,  and any other
equitable considerations  appropriate in the circumstances.  The Company and the
Initial  Purchaser  agree that it would not be  equitable  if the amount of such
contribution  were  determined  by pro rata or per capita  allocation  or by any
other  method  of  allocation  that  does not take into  account  the  equitable
considerations  referred  to in  the  first  sentence  of  this  paragraph  (d).
Notwithstanding any other provision of this paragraph (d), the Initial Purchaser
shall not be obligated to make  contributions  hereunder  that in the  aggregate
exceed the total discounts,  commissions and other compensation  received by the
Initial Purchaser under this Agreement, less the aggregate amount of any damages
that the Initial  Purchaser has otherwise  been required to pay by reason of the
untrue or alleged  untrue  statements or the  omissions or alleged  omissions to
state a material  fact,  and no person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Act) in connection with a matter for
which  contribution  is  otherwise  available  hereunder  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  For purposes of this paragraph (d), each person, if any, who
controls  the Initial  Purchaser  within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Initial Purchaser, and each director of the Company, each officer of the Company
and each person,  if any, who controls the Company within the meaning of Section
15 of the Act or Section 20 of the  Exchange  Act shall have the same  rights to
contribution as the Company.

          10.  Survival  Clause.  The  respective  representations,  warranties,
agreements,  covenants,  indemnities  and other  statements of the Company,  its
officers (on behalf of the Company) and the Initial  Purchaser set forth in this
Agreement  or made by or on  behalf of them  pursuant  to this  Agreement  shall
remain in full force and effect,  regardless of (i) any investigation made by or
on  behalf  of the  Company,  any of its  officers  or  directors,  the  Initial
Purchaser  or any  controlling  person  referred to in Section 9 hereof and (ii)
delivery of and payment for the Notes.  The  respective  agreements,  covenants,
indemnities  and other  statements  set forth in Sections 6, 9, 10 and 15 hereof
shall  remain  in full  force  and  effect,  regardless  of any  termination  or
cancellation of this Agreement.

                                       17
<PAGE>

          11.  Termination.  (a) This  Agreement  may be  terminated in the sole
discretion of the Initial  Purchaser by notice to the Company given prior to the
Closing Date if the Company shall have failed, refused or been unable to perform
all  obligations  and  satisfy all  conditions  on its part to be  performed  or
satisfied  hereunder at or prior thereto  (other than as a result of a breach by
the Initial  Purchaser of its  obligations  hereunder) or, if at or prior to the
Closing Date:

          (i) any of the Company or the  Subsidiaries  shall have  sustained any
     loss or  interference  with respect to its  businesses or  properties  from
     fire, flood, hurricane,  accident or other calamity, whether or not covered
     by insurance,  or from any strike,  organized labor dispute, labor slowdown
     or work  stoppage or any legal or  governmental  proceeding,  which loss or
     interference, in the sole judgment of the Initial Purchaser, has had or has
     a Material  Adverse Effect,  or there shall have been, in the sole judgment
     of the Initial Purchaser, any event or development that, individually or in
     the aggregate, has or could be reasonably likely to have a Material Adverse
     Effect,  except  in  each  case as  described  in the  Offering  Memorandum
     (exclusive of any amendment or supplement thereto);

          (ii) trading in securities  of the Company or in securities  generally
     on the Luxembourg  Stock  Exchange,  the Euro MTF, New York Stock Exchange,
     American  Stock  Exchange  or the NASDAQ  National  Market  shall have been
     suspended or materially  limited or minimum or maximum prices shall,  based
     on trading activity, have been implemented on any such exchange or market;

          (iii) a banking  moratorium shall have been declared by authorities of
     the Federal Republic of Germany, the United Kingdom,  Norway,  Denmark, New
     York or the United States or a material disruption in commercial banking or
     securities  settlement  or  clearance  services in any member  state of the
     European Union or the United States;

          (iv)  there  shall  have  been  (A)  an  outbreak  or   escalation  of
     hostilities  between any member state of the  European  Union or the United
     States and any foreign power, or (B) an outbreak or escalation of any other
     insurrection  or armed  conflict  involving  the United States or any other
     national  or  international  calamity  or  emergency,  or (C) any  material
     adverse change in the financial  markets of any member state of the Federal
     Republic of Germany,  the United Kingdom,  Norway,  Denmark,  or the United
     States which, in the case of (A), (B) or (C) above and in the sole judgment
     of the Initial Purchaser,  makes it impracticable or inadvisable to proceed
     with the  offering  or the  delivery  of the Notes as  contemplated  by the
     Offering Memorandum; or

          (v) any securities of the Company shall have been downgraded or placed
     on any "watch list" for possible  downgrading by any nationally  recognized
     statistical rating organization.

          (b) Termination of this Agreement pursuant to this Section 11 shall be
without  liability of any party to any other party except as provided in Section
10 hereof.

          12. Information Supplied by the Initial Purchaser.  The statements set
forth in the last  paragraph  on the  front  cover  page (as such  paragraph  is
supplemented by the Pricing Supplement) and in the second and third sentences of
the third  paragraph  under the  heading  "Private  Placement"  in the  Offering
Memorandum  (to the extent  such  statements  relate to the  Initial  Purchaser)
constitute  the only  information  furnished  by the  Initial  Purchaser  to the
Company for the purposes of Sections 2(a) and 9 hereof.

          13. Notices. All communications  hereunder shall be in writing and, if
sent to the Initial Purchaser,  shall be mailed or delivered to Deutsche Bank AG
London, 1 Great Winchester Street,  London EC2N 2DB, United Kingdom,  Attention:

                                       18
<PAGE>

Corporate Finance Department; with a copy (which shall not be considered notice)
to Cahill  Gordon & Reindel  LLP,  80 Pine  Street,  New York,  New York  10005,
Attention:  Michael  Ohler,  Esq.;  if sent to the  Company,  shall be mailed or
delivered  to the Company at 5430 LBJ  Freeway,  Suite 1700,  Dallas,  TX 75240,
Attention:  Robert D. Graham, with a copy (which shall not be considered notice)
to Locke  Liddell & Sapp LLP,  2200  Ross  Avenue,  Suite  2200,  Dallas,  Texas
75201-6776, Attention: Don M. Glendenning, Esq.

          All such notices and communications  shall be deemed to have been duly
given: when delivered by hand, if personally  delivered;  five (5) business days
after being deposited in the mail, postage prepaid,  if mailed; and one business
day after being timely delivered to a next-day air courier.

          14.  Successors.  This Agreement  shall inure to the benefit of and be
binding upon the Initial Purchaser,  the Company and their respective successors
and legal representatives,  and nothing expressed or mentioned in this Agreement
is  intended  or shall  be  construed  to give any  other  person  any  legal or
equitable right,  remedy or claim under or in respect of this Agreement,  or any
provisions  herein  contained;  this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of such
persons and for the benefit of no other person  except that (i) the  indemnities
of the Company  contained in Section 9 of this  Agreement  shall also be for the
benefit of any person or persons who control  the Initial  Purchaser  within the
meaning of Section 15 of the Act or Section 20 of the  Exchange Act and (ii) the
indemnities  of the Initial  Purchaser  contained in Section 9 of this Agreement
shall also be for the benefit of the directors of the Company,  its officers and
any person or persons who  control the Company  within the meaning of Section 15
of the Act or Section 20 of the  Exchange  Act. No  purchaser  of Notes from the
Initial Purchaser will be deemed a successor because of such purchase.

          15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT,
AND THE  TERMS  AND  CONDITIONS  SET  FORTH  HEREIN,  SHALL BE  GOVERNED  BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN,  WITHOUT GIVING EFFECT TO ANY
PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.

          16.  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                                       19
<PAGE>

          If the  foregoing  correctly  sets  forth  our  understanding,  please
indicate your  acceptance  thereof in the space provided below for that purpose,
whereupon this letter shall constitute a binding  agreement  between the Company
and the Initial Purchaser.

                           Very truly yours,

                           KRONOS INTERNATIONAL, INC.


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

The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

DEUTSCHE BANK AG LONDON


By:   /s/ David Ross
      -----------------------------------------------
      Name:  David Ross
      Title:  Director


By:   /s Bruce MacKenzie
      Name:  Bruce MacKenzie
      Title:  Director
















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