COLLATERAL AGENCY AGREEMENT

     COLLATERAL  AGENCY AGREEMENT dated as of April 11, 2006 (this  "Agreement")
among  THE  BANK  OF  NEW  YORK,  a New  York  banking  corporation,  not in its
individual  capacity  but  solely as trustee  under the  Indenture  (as  defined
herein) (the "Trustee), U.S. Bank National Association, as collateral agent (the
"Collateral  Agent"),  and,  solely for the  purposes  of Sections 2, 5, 6 and 8
hereof, Kronos International, Inc. (the "Issuer").

                                    RECITALS

     The Issuer and the Trustee have  entered into an indenture  dated as of the
date  hereof (as  amended,  amended  and  restated,  supplemented  or  otherwise
modified  from time to time,  the  "Indenture")  pursuant to which the Issuer is
issuing  (euro)400,000,000  in aggregate  principal amount at maturity of 6 1/2%
Senior Secured Notes due 2013 (the "Notes"); and

     To secure the obligations under the Indenture and the Notes, the Issuer has
agreed,  among other  things,  to execute and  deliver the  following  documents
listed on Exhibit A and any such other  agreements  as may be entered  into from
time to time with respect to the collateral  located in Denmark,  France and the
Federal Republic of Germany (the "Collateral"),  collectively referred to herein
as the ("Collateral Documents"); and

     The Issuer has  selected  and desires  the  Trustee to jointly  appoint the
Collateral  Agent,  and the Collateral Agent desires to act, as collateral agent
and/or beneficiary pursuant to the Collateral Documents.

     NOW, THEREFORE,  in consideration of the premises, the parties hereto agree
as follows:

     SECTION 1.  DEFINITIONS.  Capitalized  terms used herein and not  otherwise
defined herein shall have the meaning given to such terms in the Indenture.

     SECTION 2. APPOINTMENT OF COLLATERAL AGENT: SUCCESSOR COLLATERAL AGENT.

          (a) The Issuer and the Trustee hereby  appoint the  Collateral  Agent,
and the Collateral Agent hereby accepts such appointment,  pursuant to the terms
of this Agreement, as collateral agent to act on behalf of the Trustee under the
Indenture  for  the  benefit  of the  Holders,  but  solely  in  respect  of the
Collateral  Documents and the Collateral  covered thereby.  The Collateral Agent
shall be  authorized  to exercise  such rights,  powers and  discretions  as are
reasonably  necessary or incidental to its obligations as Collateral Agent under
this Agreement and as collateral agent and/or  beneficiary  under the Collateral
Documents.

          (b) The Collateral  Agent is an independent  contractor and shall have
no authority to act for or represent  the Trustee  except as expressly set forth
herein.  Notwithstanding any provision to the contrary elsewhere, the Collateral
Agent shall not have any duties or responsibilities,  except those expressly set
forth in the  Collateral  Documents to which it is a party and those arising out
of its acceptance and  administration  of this Agreement.  The Collateral  Agent
does not owe  fiduciary  duties to the Trustee or any other person in connection
with the performance  its duties  hereunder.  At the expense of the Issuer,  the
Collateral Agent may retain counsel and other experts, and may rely conclusively
on the  advice  of such  counsel  and other  experts.  The  Collateral  Agent is
entitled to refrain from taking any action hereunder, including, but not limited
to,  beginning  any legal action or proceeding or taking any steps to enforce or
realize upon any security interest created by the Collateral  Documents,  unless
the  Collateral  Agent has received such security or  indemnification  as it may
require  (whether by way of payment in advance or otherwise)  against all costs,
claims, expenses (including legal fees) and liabilities it will or may expend or
incur in taking such action.

          (c) The  Collateral  Agent may  resign  at any time by giving  written
notice thereof to the Issuer and the Trustee and may be removed any time with or
without cause by written notice by the Issuer. Prior to the effectiveness of any
such  resignation  or  removal,  the  Trustee  shall have the right to appoint a
successor Collateral Agent which shall be a bank or trust company or the foreign
equivalent  thereof  incorporated  under  the  laws of any  member  state of the
European Union or the United States or any political  subdivision thereof having
combined  capital  and  surplus  of at  least  US$50,000,000  or the  equivalent
thereof.  If in respect of the resignation of the Collateral  Agent no successor
Collateral  Agent  shall have been so  appointed  by the  Trustee and shall have
accepted such appointment  within 30 days after the retiring  Collateral Agent's
giving of notice of resignation, then the retiring Collateral Agent shall, prior
to the  effectiveness  of its resignation,  on behalf of the Trustee,  appoint a
successor  Collateral  Agent,  which  shall  be a bank or trust  company  or the
foreign  equivalent  thereof  incorporated under the laws of any member state of
the European  Union or the United  States or any political  subdivision  thereof
having  a  combined  capital  and  surplus  of at  least  US$50,000,000  or  the
equivalent  thereof.  Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Collateral Agent, and the retiring  Collateral Agent
shall be discharged from its duties and obligations under this Agreement.  After
any retiring  Collateral Agent's  resignation or removal hereunder as Collateral
Agent,  the  provisions of this  Agreement  shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was  Collateral  Agent under
this  Agreement and the Collateral  Documents.  Any  corporation  into which the
Collateral  Agent may be merged,  or with which it may be  consolidated,  or any
corporation  resulting from any merger or  consolidation to which the Collateral
Agent shall be a party,  shall be Collateral Agent under this Agreement  without
the  execution  or  filing of any  paper or any  further  act on the part of the
parties hereto.

          (d) Beyond the exercise of reasonable care in the custody thereof, the
Collateral  Agent shall have no duty as to any  Collateral in its  possession or
control  or in the  possession  or  control of any agent or bailee or any income
thereon  or as to  preservation  of rights  against  prior  parties or any other
rights pertaining  thereto and the Collateral Agent shall not be responsible for
filing any  financing or  continuation  statements or recording any documents or
instruments in any public office at any time or times or otherwise perfecting or
maintaining  the  perfection  of any security  interest in the  Collateral.  The
Collateral  Agent  shall be  deemed  to have  exercised  reasonable  care in the
custody of the  Collateral  in its  possession  if the  Collateral  is  accorded
treatment  substantially  equal to that which it accords  its own  property  and
shall not be liable or  responsible  for any loss or  diminution in the value of
any of the  Collateral,  by  reason  of the  act  or  omission  of any  carrier,
forwarding  agency or other agent or bailee selected by the Collateral  Agent in
good faith.

     SECTION 3.  RESPONSIBILITIES  OF COLLATERAL  AGENT.  The obligations of the
Collateral Agent under this Agreement shall be to:

          (a)  duly  execute  and  deliver  and  act as  beneficiary  under  the
Collateral Documents on behalf of the Trustee under the Indenture;

          (b) upon the  occurrence  of an Event of Default,  take such action as
requested by written  instructions of the Trustee under the Indenture,  provided
that such  action  does not  contradict  applicable  law.  In this  regard,  the
Collateral  Agent  shall be  entitled  to rely and act upon,  and shall be fully
protected  in relying and acting upon,  any note,  writing,  resolution,  notice
consent, certificate,  request, demand, direction, instruction, waiver, receipt,
agreement,  affidavit,  letter, statement,  order or written document or written
communication  reasonably  believed  by it to be genuine and correct and to have
been  signed,  sent or made by the proper  Person or Persons and upon advice and
statements  of legal  counsel  and other  experts  retained  or  employed by the
Collateral Agent in its reasonable discretion;

          (c) be  deemed  to  have  actual,  constructive,  direct  or  indirect
knowledge or notice of the  occurrence of any Event of Default only upon receipt
by the Collateral  Agent of a written notice or a certificate  from the Trustee,
stating that an Event of Default has occurred.  The Collateral  Agent shall have
no obligation  whatsoever either prior to or after receiving such written notice
or certificate  to inquire  whether an Event of Default has in fact occurred and
shall be  entitled  to rely  conclusively,  and shall be fully  protected  in so
relying, on any notice or certificate so furnished to it;

          (d) remit  according  to the written  instructions  of the Trustee any
proceeds recovered from enforcement of the Collateral  Documents,  provided that
all  necessary  approvals  are  obtained  from  appropriate  authorities  in the
jurisdiction where the Collateral is located; and

          (e) take such other  actions  requested  by the Trustee in  accordance
with this Agreement.

     SECTION 4. COLLATERAL AGENT'S INDIVIDUAL CAPACITY.

     The Collateral Agent may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with the Issuer or any of
their  affiliates  or  subsidiaries  as if it were  not  performing  the  duties
specified herein,  and may accept fees and other  consideration  from the Issuer
for services in connection  with the Agreement and otherwise  without  having to
account  for the same to the  Trustee  or to the  holders  of Notes from time to
time.

     SECTION 5. TERM FEES, ETC.

     The term of this  Agreement  shall  commence on the Issue Date and,  unless
earlier terminated pursuant to Section 2(c), shall terminate upon the release of
the Collateral  pursuant to the Collateral  Documents.  For services rendered as
Collateral Agent under this Agreement, the Issuer shall pay the Collateral Agent
$13,000 on the Issue Date and,  during  the term of this  agreement,  $10,000 on
each anniversary of the Issue Date, or such other  compensation as may be agreed
to from time to time in writing between the Collateral Agent and the Issuer. The
Issuer  agrees  to pay the  fees,  expenses  and other  amounts  payable  of the
Collateral Agent under this Agreement,  in addition to any other fees,  expenses
and other amounts payable that may arise under the Collateral Documents (as such
term is defined in the Indenture).

     SECTION 6. INDEMNIFICATION: DISCLAIMERS, ETC.

          (a) The Issuer shall be liable for and shall  reimburse  and indemnify
the Collateral Agent and hold the Collateral Agent harmless from and against any
and all claims,  losses,  liabilities,  costs,  damages or  expenses  (including
reasonable attorney's fees and expenses)  (collectively,  "Losses") arising from
or in connection  with or related to this  Agreement or being  Collateral  Agent
hereunder  (including but not limited to Losses incurred by the Collateral Agent
in connection with its successful  defense, in whole or in part, of any claim of
gross negligence or willful  misconduct on its part),  provided,  however,  that
nothing  contained  herein shall require the Collateral  Agent to be indemnified
for Losses caused by its own gross negligence or willful misconduct.

          (b) No provision of this Agreement and the Collateral  Documents shall
require the Collateral  Agent to expend or risk its own funds or otherwise incur
any financial  liability in the  performance  of any of its duties  hereunder or
under  the  Collateral  Documents  or in the  exercise  of any of its  rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate  indemnity  against such risk or  liability is not  reasonably
assured to it.

          (c) THE COLLATERAL AGENT SHALL HAVE NO LIABILITY  (WHETHER SOUNDING IN
TORT,  CONTRACT OR OTHERWISE) FOR LOSSES IN CONNECTION WITH,  ARISING OUT OF, OR
IN ANY WAY  RELATED TO,  PERFORMANCE  BY THE  COLLATERAL  AGENT UNDER ANY OF THE
COLLATERAL DOCUMENTS AND/OR THE RELATIONSHIP  ESTABLISHED BY THIS AGREEMENT,  OR
ANY ACT,  OMISSION OR EVENT  OCCURRING  IN  CONNECTION  THEREWITH,  UNLESS IT IS
DETERMINED  BY A FINAL AND  NONAPPEALABLE  JUDGMENT OF A COURT OF THE  COMPETENT
JURISDICTION  THAT IS BINDING ON THE COLLATERAL  AGENT THAT SUCH LOSSES WERE THE
RESULT OF ACTS OR OMISSIONS ON THE PART OF THE COLLATERAL AGENT OR ITS OFFICERS,
DIRECTORS,  AGENTS, EMPLOYEES AND REPRESENTATIVES  CONSTITUTING GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.

          (d) WITHOUT  PREJUDICE  TO ANY OTHER  PROVISION OF THIS SECTION 6, THE
COLLATERAL  AGENT AND THE ISSUER AGREE THAT THE TRUSTEE  SHALL HAVE NO LIABILITY
TO THE COLLATERAL  AGENT OR THE ISSUER  (WHETHER  SOUNDING IN TORT,  CONTRACT OR
OTHERWISE)  HEREUNDER,  EXCEPT IN ITS CAPACITY AS TRUSTEE UNDER, AND AS PROVIDED
FOR IN, THE INDENTURE.

     SECTION 7. ILLEGALITY; NO INCONSISTENCY.

     Nothing in this  Agreement or the  Collateral  Documents  shall require the
Collateral  Agent to take any  action  which  may be  inconsistent  with,  or in
violation of: (i) any laws,  rules or regulations  in force in the  jurisdiction
where the  Collateral  Agent is located,  or (ii) any other  agreement  that the
Collateral Agent has entered into pursuant to this Agreement.


     SECTION 8. MISCELLANEOUS PROVISIONS.

          (a) Notices. All notices, approvals,  comments or other communications
required or desired to be given  hereunder  shall be in writing and delivered in
person or mailed by certified  mail or courier,  postage  prepaid,  addressed as
follows, or by facsimile transmission, and shall be deemed given when received:

         If to the Trustee:

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

         If to the Collateral Agent:

         U.S. Bank National Association 555 S.W. Oak Street Portland, Oregon
         97204 Attention: Cheryl Nelson Fax: (503) 275-5738

         If to the Issuer:

         Kronos International, Inc.
         5430 LBJ Freeway
         Suite 1700
         Dallas, Texas  75420
         Attention:  Robert D. Graham
         Fax:  (972) 450-4289

          (b) Severability.  The provisions of this Agreement are severable, and
if any clause or provision shall be held invalid,  illegal or  unenforceable  in
whole or in part in any jurisdiction,  then such invalidity or  unenforceability
shall  affect in that  jurisdiction  only  such  clause  or  provision,  or part
thereof,  and shall not in any manner  affect  such clause or  provision  in any
other  jurisdiction  or any other clause or  provision of this  Agreement in any
jurisdiction.

          (c) Headings.  The headings in this  Agreement  have been inserted for
convenience of reference  only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.

          (d) Counterpart Originals. This Agreement may be signed in two or more
counterparts,  each of which shall be deemed an original, but all of which shall
together constitute one and the same agreement.

          (e) Amendments.  This Agreement may be changed, waived,  discharged or
terminated only by an instrument in writing signed by all of the parties hereto.

          (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
UNDER  THE  LAWS OF THE  STATE  OF NEW  YORK  AND ANY  DISPUTE  ARISING  OUT OF,
CONNECTED  WITH,  RELATED  TO, OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED
BETWEEN THE TRUSTEE AND THE COLLATERAL  AGENT IN CONNECTION WITH THIS AGREEMENT,
AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE  WITH  THE  INTERNAL  LAWS  (AS  OPPOSED  TO THE  CONFLICTS  OF  LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

          (g) Submission to Jurisdiction. Any suit, action or proceeding against
the Trustee, the Issuer or the Collateral Agent or their respective  properties,
assets or revenues with respect to this Agreement (a "Related  Proceeding")  may
be brought in any federal or state court in the  Borough of  Manhattan,  City of
New York,  State of New  York,  and any  appellate  court  thereof.  Each of the
Issuer, the Trustee and the Collateral Agent hereby irrevocably  consents to the
jurisdiction of each such court for the purposes of any Related Proceeding,  and
irrevocably waives, to the fullest extent it may effectively and lawfully do so,
any objection to the laying of venue of any Related Proceeding in any such court
and the  defense of an  inconvenient  forum to the  maintenance  of any  Related
Proceeding in any such court. Each of the Issuer, the Trustee and the Collateral
Agent  further  submits to the  jurisdiction  of the courts of its own corporate
domicile in any Related Proceeding.

          (h)  Incorporation  by Reference.  All of the rights,  protections and
privileges  granted to the  Trustee  under the  Indenture  are  incorporated  by
reference  herein and shall inure to the benefit of the Collateral Agent herein;
provided,  however,  that in the event  there is an  inconsistency  or  conflict
between this Agreement and the Indenture,  this Agreement shall govern (it being
understood  that this proviso is intended  solely to resolve  conflicts  between
this  Agreement and the Indenture  with respect to the rights of the  Collateral
Agent  under  this  Agreement,  and shall  not in any way  modify,  diminish  or
otherwise affect the rights,  protections and privileges  granted to the Trustee
under the Indenture).

                           [Signature Pages to Follow]


<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.



                                      THE BANK OF NEW YORK,
                                      Not in its  individual  capacity but
                                      solely as Trustee under the Indenture

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


                                      U.S. Bank National Association
                                      as Collateral Agent


                                      By:/s/ Cheryl K. Nelson
                                             --------------------
                                      Name:  Cheryl K. Nelson
                                      Title:  Vice President


                                      Solely for the purposes of Sections 2, 5,
                                      6 and 8 hereof:

                                      KRONOS INTERNATIONAL, INC.,
                                      as Issuer


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