SECURITY OVER SHARES AGREEMENT

THIS AGREEMENT is made on 11 April 2006

BETWEEN

(1)  THE BANK OF NEW YORK of 101 Barclay  Street,  21W, New York, New York 1028,
     U.S.A.  and fax number +1 212 235 2541,  as trustee  for the Holders on the
     terms and conditions set out in the Indenture and the Notes (the "Trustee",
     which  expression  shall include any person for the time being appointed as
     trustee, or as an additional trustee, for the purposes of the Indenture and
     the Notes); and

(2)  KRONOS INTERNATIONAL,  INC. (the "Chargor") having its registered office at
     2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, U.S.A.

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement:

     "Additional Notes" has the meaning given to it in the Indenture.

     "Articles"  means the articles of association  of the Company  delivered to
     the Trustee or to solicitors acting for the Trustee on or about the date of
     execution of this Agreement.

     "Business  Day"  means a day (other  than a Saturday  or a Sunday) on which
     banks are open for general business in London and New York.

     "Charged Portfolio" means the Shares and the Related Assets.

     "Collateral Agent Agreement" has the meaning given to it in the Indenture.

     "Collateral  Rights"  means all rights,  powers and remedies of the Trustee
     provided by this Agreement or, in connection with this Agreement, by law.

     "Company" means Kronos Limited, a company incorporated in England and Wales
     (registered  no.  02442679)  whose  registered  office is at Barons  Court,
     Manchester Road, Wilmslow, Cheshire SK9 1BQ.

     "Current  Shares" means the shares in the share capital of the Company held
     by the Chargor as identified in Schedule 1 to this Agreement.

     "Event of Default" has the meaning given to it in the Indenture.

     "High Yield Documents" means the Purchase Agreement,  the Indenture and the
     Notes,  together  with  all  other  documents  issued  or  entered  into in
     connection therewith including, without limitation, the Security Documents,
     the Collateral Agent Agreement and the Registration Rights Agreement.

     "Holders" has the meaning given to it in the Indenture.

     "Indenture"  means an indenture dated 11 April 2006 between the Trustee and
     the Chargor.

     "Initial  Purchaser" means Deutsche Bank AG London as initial  purchaser of
     the Notes under the terms of the Purchase Agreement.

     "New Shares" means any shares in the share capital of the Company which are
     held by, or held to the order or on behalf  of the  Chargor  excluding  any
     Current Shares and any shares which are Related Assets.

     "Notes" means the 6.5% Senior  Secured Notes due 2013 issued by the Chargor
     under the  Indenture,  any global or other notes issued in exchange for the
     Notes  under  the  terms  of the  Registration  Rights  Agreement  and  the
     Additional Notes (if any).

     "Pensions  Notice"  means a  contribution  notice  or a  financial  support
     direction issued by the Pensions Regulator under the Pensions Act 2004.

     "Purchase  Agreement"  means an  agreement  dated 5 April 2006  between the
     Chargor and the Initial Purchaser.

     "Registration  Rights  Agreement"  has  the  meaning  given  to it  in  the
     Indenture.

     "Related Assets" means all dividends,  interest and other monies payable in
     respect  of the Shares  and all other  rights,  benefits  and  proceeds  in
     respect of or derived from the Shares (whether by way of redemption, bonus,
     preference, option, substitution, conversion or otherwise).

     "Secured  Obligations" means all obligations owing by the Chargor under the
     High Yield Documents to the Holders or to the Trustee  (whether for its own
     account  or as  trustee  for  the  Holders),  whether  principal,  premium,
     interest or otherwise,  present or future (and  including any obligation in
     respect of any further advances made thereunder), actual or contingent (and
     whether incurred by the Chargor alone or jointly,  and whether as principal
     or surety or in some other capacity).

     "Security Documents" has the meaning given to it in the Indenture.

     "Shares"  means the  Current  Shares and any New Shares in respect of which
     the Chargor has delivered the share certificates relating thereto and blank
     stock transfer forms pursuant to Clause 3.3.

1.2  In this Agreement:

     (a)  Unless a contrary  indication appears, a term defined in the Indenture
          has the same meaning when used in this Agreement.

     (b)  The rules of  construction  contained  in the  Indenture  apply to the
          construction of this Agreement.

     (c)  Unless otherwise stated, a "Clause" is a reference to a Clause of this
          Agreement.

     (d)  A reference  to any  agreement  or  instrument  is a reference to that
          agreement or instrument as amended, supplemented or varied.

     (e)  Any  reference  to a "person"  includes  any  person,  firm,  company,
          corporation,   government,   state  or   agency  of  a  state  or  any
          association,  trust or  partnership  (whether  or not having  separate
          legal personality) or two or more of the foregoing.

     (f)  Any  reference to a provision of law is a reference to that  provision
          as amended or re-enacted.



1.3  A  person  who is not a party to this  Agreement  has no  right  under  the
     Contracts  (Rights of Third  Parties)  Act 1999 to enforce any term of this
     Agreement.

2.   COVENANT AND CHARGE

2.1  Pursuant to the terms of the Indenture,  the Chargor shall on demand of the
     Trustee discharge and pay to the Trustee (when due and payable) each of the
     Secured Obligations.

2.2  The Chargor charges the Charged Portfolio, with full title guarantee and by
     way of first  fixed  charge,  in favour of the  Trustee for the payment and
     discharge of all of the Secured Obligations.

3.   DEPOSIT OF CERTIFICATES AND NOTICES

3.1  The Chargor shall on the date of this  Agreement  deposit (or procure there
     to be deposited) with the Trustee or solicitors  acting for the Trustee all
     certificates and other documents of title to the Current Shares,  and stock
     transfer  forms  (executed  in blank by or on  behalf  of the  Chargor)  in
     respect of the Current Shares.

3.2  The Chargor shall, promptly upon the accrual, offer or issue of any Related
     Assets (in the form of stocks,  shares,  warrants or other  securities)  in
     which the Chargor has a  beneficial  interest,  procure the delivery to the
     Trustee or solicitors  acting for the Trustee of (a) all  certificates  and
     other  documents of title  representing  those Related  Assets and (b) such
     stock transfer forms or other instruments of transfer (executed in blank by
     or on behalf of the  Chargor)  in  respect of those  Related  Assets as the
     Trustee may request.

3.3  To the extent  necessary to comply with its  obligations  under Clause 5.3,
     the Chargor  shall  procure that all  certificates  and other  documents of
     title  relating  to any New Shares and such stock  transfer  forms or other
     instruments of transfer  (executed in blank by or on behalf of the Chargor)
     as the Trustee may request in respect of such New Shares are  delivered  to
     the Trustee or solicitors acting for the Trustee.

3.4  The Chargor shall procure that:

     (a)  (save with the Trustee's  prior  written  consent) any increase in the
          issued share capital of the Company  after the date of this  Agreement
          is issued to the Chargor; and

     (b)  promptly upon any such issue,  to the extent  necessary to comply with
          its  obligations  under Clause 5.3, such Related  Assets or New Shares
          (as  the  case  may  be) are  charged  in  favour  of the  Trustee  in
          accordance with Clause 3.2 or Clause 3.3, respectively.

3.5  The Chargor shall procure that:

     (a)  a notice  substantially in the form set out in Schedule 2 is delivered
          to the  Company  (a) on the date of  execution  of this  Agreement  in
          respect of the  Current  Shares and (b) on the date of every  occasion
          when New  Shares  are  charged in favour of the  Trustee  pursuant  to
          Clause 3.3 in respect of such New Shares; and

     (b)  the Company delivers  acknowledgement of receipt of such notice to the
          Trustee on the date hereof (in the case of the notice  relating to the
          Current Shares) and within 5 Business Days of receiving such notice in
          relation to any New Shares.

4. VOTING RIGHTS AND DIVIDENDS

     4.1  At any time whilst there is no Event of Default outstanding unremedied
          or unwaived, the Chargor shall be entitled to:

          (a)  receive all dividends, interest and other monies arising from the
               Charged Portfolio; and

          (b)  exercise all voting  rights in relation to the Charged  Portfolio
               provided  that the Chargor  shall not exercise such voting rights
               in any manner,  or otherwise permit or agree to any (i) variation
               of the rights attaching to or conferred by all or any part of the
               Charged  Portfolio,  or (ii) increase in the issued share capital
               of the  Company,  which in the  opinion  of the  Trustee  (acting
               reasonably)  would  prejudice the value of, or the ability of the
               Trustee to realise, the security created by this Agreement.

4.2  At any time whilst there is an Event of Default  outstanding  unremedied or
     unwaived,  the Trustee may, at its discretion,  (in the name of the Chargor
     or  otherwise  and  without  any  further  consent  or  authority  from the
     Chargor):

     (a)  exercise (or refrain from  exercising) any voting rights in respect of
          the Charged Portfolio;

     (b)  apply all  dividends,  interest  and  other  monies  arising  from the
          Charged  Portfolio as though they were the proceeds of sale under this
          Agreement;

     (c)  transfer the Charged Portfolio into the name of such nominee(s) of the
          Trustee as it shall require; and

     (d)  exercise (or refrain from  exercising) the powers and rights conferred
          on or  exercisable  by the legal or  beneficial  owner of the  Charged
          Portfolio,  including the right, in relation to the Company, to concur
          or participate in:

          (i)  the reconstruction,  amalgamation,  sale or other disposal of the
               Company  or any of  its  assets  or  undertaking  (including  the
               exchange,  conversion or reissue of any shares or securities as a
               consequence thereof);

          (ii) the  release,   modification   or  variation  of  any  rights  or
               liabilities attaching to such shares or securities; and

          (iii) the  exercise,  renunciation  or  assignment  of  any  right  to
                subscribe for any shares or securities,

          in each case in the manner and on the terms the  Trustee  thinks  fit,
          and the  proceeds  of any such  action  shall form part of the Charged
          Portfolio.

4.3  Waiver of voting rights by Trustee

     (a)  The Trustee may, in its absolute discretion and without any consent or
          authority  from the Chargor,  by notice to the Chargor  (which  notice
          shall be  irrevocable)  elect to give up the  right  to  exercise  (or
          refrain from  exercising)  all voting rights in respect of the Charged
          Portfolio  conferred  or to be  conferred  on the Trustee  pursuant to
          Clause 4.2.

     (b)  Once a notice has been issued by the Trustee  under  paragraph  (a) of
          this Clause 4.3, on and from the date of such notice the Trustee shall
          cease to have the rights to exercise or refrain from exercising voting
          rights  in  respect  of  the  Charged  Portfolio  conferred  or  to be
          conferred on it pursuant to Clause 4.2 or any other  provision of this
          Agreement and all such rights will be exercisable by the Chargor.  The
          Chargor  shall be  entitled  on and from the date of such  notice,  to
          exercise  all  voting  rights in  relation  to the  Charged  Portfolio
          subject only to the proviso contained in Clause 5.5.

5.   CHARGOR'S REPRESENTATIONS AND UNDERTAKINGS

5.1  Except with the  Trustee's  prior  written  consent,  the Chargor shall not
     (save as permitted under the High Yield Documents):

     (a)  assign or dispose of all or any part of the Charged Portfolio;

     (b)  create, grant or permit to exist (a) any security interest over or (b)
          any restriction on the ability to transfer or realise, all or any part
          of the Charged  Portfolio,  save for: (i) the Company's lien on unpaid
          shares conferred by Regulation 8 of Table A of the Companies (Tables A
          to F)  Regulations  1985 (as in force at the date of this  Agreement);
          and (ii) the  ability of the  directors  of the  Company to decline to
          register  a  transfer  of  shares  as set  out in  article  7.1 of the
          Articles,  provided  that  article 7.2 of the  Articles  continues  to
          apply; or

     (c)  do or (to the extent  within its control)  permit to be done any other
          act which, in the opinion of the Trustee,  would adversely  affect the
          Collateral Rights.

5.2  The Chargor  represents  and warrants to the Trustee and undertakes for the
     duration of this Agreement  that (save as specified or permitted  under the
     High Yield Documents):

     (a)  it is, and will be, the sole legal and beneficial owner of the Charged
          Portfolio  free from any security  interest  except as created by this
          Agreement;

     (b)  it has not sold or  disposed  of, and will not sell or dispose of, the
          benefit of all or any of its rights, title and interest in the Charged
          Portfolio;

     (c)  it has and will have the  necessary  power to enable it to enter  into
          and perform its obligations under this Agreement;

     (d)  this Agreement constitutes its legal, valid and binding obligation;

     (e)  all necessary authorisations to enable it to enter into this Agreement
          have been obtained and are, and will remain, in full force and effect;
          and

     (f)  the  authorised  share capital of the Company as at the date hereof is
          (pound)51,000  and the issued  share  capital of the Company as at the
          date hereof consists of 50,032 ordinary shares of (pound)1.00 each and
          all such shares are fully paid.

5.3  The Chargor  represents  and warrants to the Trustee and undertakes for the
     duration of this Agreement to ensure that, at all times during the duration
     of the  Agreement,  the Charged  Portfolio  represents  65% (to the nearest
     share) but at no time more than 65% of the issued and voting share  capital
     of the Company.

5.4  The Chargor  represents  to the Trustee  that the Shares are fully paid and
     undertakes to pay all calls or other payments due in respect of any part of
     the Charged  Portfolio.  If the Chargor  fails to make any such payment the
     Trustee may make that payment on behalf of the Chargor and any sums so paid
     by the Trustee shall be reimbursed by the Chargor on demand,  together with
     interest on those sums. Such interest shall be calculated from the due date
     up to the actual date of payment (after, as well as before, judgement) at a
     rate equal to 1% per annum in excess of the interest rate applicable to the
     Notes at such time (or if no interest rate is applicable at such time,  the
     most recent interest rate applicable to the Notes).

5.5  The Chargor shall not exercise its voting rights in relation to the Charged
     Portfolio  in any  manner,  or  otherwise  permit or agree to, or concur or
     participate in any (i) variation of the rights attaching to or conferred by
     all or any part of the Charged  Portfolio (ii) increase in the issued share
     capital of any company whose shares are charged  pursuant to this Agreement
     (iii)  exercise,  renunciation  or assignment of any right to subscribe for
     any shares or  securities  or (iv)  reconstruction,  amalgamation,  sale or
     other  disposal  of  any  company  or  any of  the  assets  of any  company
     (including the exchange,  conversion or reissue of any shares or securities
     as a consequence  thereof)  whose shares are charged under this  Agreement,
     which in the opinion of the Trustee  would  prejudice  the value of, or the
     ability of the Trustee to realise,  the security  created by this Agreement
     provided  that the  proceeds  of any such  action  shall  form  part of the
     Charged Portfolio.

5.6  The  Charger  shall  immediately  notify  the  Trustee  if it or any of its
     Subsidiaries receives a Pension Notice.

6.   FURTHER ASSURANCE

6.1  The Chargor shall promptly execute all documents (including  transfers) and
     do all things (including the delivery,  transfer,  assignment or payment of
     all or part of the Charged Portfolio to the Trustee or its nominee(s)) that
     the Trustee may  reasonably  specify for the purpose of (a)  exercising the
     Collateral Rights or (b) securing and perfecting its security over or title
     to all or any part of the Charged Portfolio.

6.2  At any  time  after  the  occurrence  of an  Event  of  Default,  which  is
     continuing  unremedied or unwaived,  the Chargor shall upon demand from the
     Trustee (a) procure the transfer of the Charged  Portfolio into the name of
     the Trustee or its nominee(s), agents or such purchasers as it shall direct
     and (b) execute all  documents and do all other things that the Trustee may
     require to facilitate the realisation of the Charged Portfolio.

6.3  The Trustee  shall only be entitled to transfer or request the  transfer of
     the Charged  Portfolio whilst an Event of Default is continuing  unremedied
     or unwaived.

7.   POWER OF ATTORNEY

7.1  The Chargor, by way of security, irrevocably appoints the Trustee to be its
     attorney and in its name, on its behalf and as its act and deed to execute,
     deliver and perfect all documents  (including  any stock transfer forms and
     other  instruments  of  transfer)  and do all things  that the  Trustee may
     consider to be necessary for (a) carrying out any obligation imposed on the
     Chargor under this Agreement; (b) exercising any of the rights conferred on
     the Trustee by this  Agreement  or by law,  (including,  after the security
     constituted by this Agreement has become  enforceable,  the exercise of any
     right of a legal or a beneficial  owner of the Charged  Portfolio);  or (c)
     preserving the rights conferred on the Trustee by this Agreement or by law.
     The Chargor  shall  ratify and  confirm  all things done and all  documents
     executed by the Trustee in the exercise of that power of attorney.

8.   POWER OF SALE

8.1  After  the  occurrence  of an  Event  of  Default  and  whilst  the same is
     continuing unremedied or unwaived,  the Trustee shall be entitled,  without
     prior notice to the Chargor or prior  authorisation from any court, to sell
     or otherwise  dispose of all or any part of the Charged  Portfolio  (at the
     times, in the manner and on the terms it thinks fit).  Subject to Clause 12
     (Subsequent Interest and Accounts), the Trustee shall apply the proceeds of
     that sale or other  disposal  in paying the costs of that sale or  disposal
     and in or towards the  discharge of the Secured  Obligations  in accordance
     with the terms of the Indenture.

8.2  The power of sale or other  disposal  in  Clause  8.1  shall  operate  as a
     variation and extension of the statutory power of sale under Section 101 of
     the Law of Property Act 1925. The restrictions contained in Sections 93 and
     103 of the Law of Property Act 1925 shall not apply to this Agreement or to
     any  exercise by the Trustee of its right to  consolidate  mortgages or its
     power of sale.

8.3  A  certificate  in writing by an officer or agent of the  Trustee  that any
     power of sale or other  disposal  has  arisen and is  exercisable  shall be
     conclusive  evidence of that fact,  in favour of a purchaser  of all or any
     part of the Charged Portfolio.

9.   RECEIVER

9.1  The Trustee may by writing  (acting  through an  authorised  officer of the
     Trustee)  without  notice to the Chargor  appoint one or more persons to be
     receiver  of the  whole or any part of the  Charged  Portfolio  (each  such
     person  being (a) entitled to act  individually  as well as jointly and (b)
     for all purposes deemed to be the agent of the Chargor) if:

     (a)  an Event of Default is continuing unremedied or unwaived;

     (b)  a  petition  or   application  is  presented  for  the  making  of  an
          administration order in relation to the Chargor;

     (c)  the  Chargor  gives  written  notice of its  intention  to  appoint an
          administrator  to the Chargor;  or any person (other than the Chargor)
          gives written notice of its intention to appoint an  administrator  to
          the Chargor and, in the reasonable opinion of the Trustee,  such other
          person is not acting frivolously or vexatiously in so doing; or

     (d)  the Chargor requests the appointment of a receiver.

9.2  In addition to the powers of the  Trustee  conferred  by Clause 8 (Power of
     Sale), each person appointed pursuant to Clause 9.1 shall have, in relation
     to the part of the Charged  Portfolio in respect of which he was appointed,
     all the powers (a)  conferred by the Law of Property Act 1925 on a receiver
     appointed  under that Act,  (b) of an  administrative  receiver  set out in
     Schedule 1 to the  Insolvency  Act 1986  (whether  or not such person is an
     administrative  receiver)  and (c) (if  such  person  is an  administrative
     receiver) all the other powers exercisable by an administrative receiver in
     relation to the Chargor by virtue of the Insolvency Act 1986.

10.  EFFECTIVENESS OF COLLATERAL

10.1 The collateral  constituted  by this  Agreement and the  Collateral  Rights
     shall be cumulative, in addition to and independent of every other security
     which the Trustee may at any time hold for the Secured  Obligations  or any
     rights,  powers and remedies provided by law. No prior security held by the
     Trustee  over the whole or any part of the  Charged  Portfolio  shall merge
     into the collateral constituted by this Agreement.

10.2 This  Agreement  shall  remain  in full  force and  effect as a  continuing
     arrangement unless and until the Trustee discharges it.

10.3 No failure to  exercise,  nor any delay in  exercising,  on the part of the
     Trustee,  any  Collateral  Right shall  operate as a waiver,  nor shall any
     single or partial  exercise of a  Collateral  Right  prevent any further or
     other exercise of that or any other Collateral Right.

10.4 If, at any time,  any  provision of this  Agreement is or becomes  illegal,
     invalid or unenforceable in any respect under the law of any  jurisdiction,
     neither  the  legality,   validity  or   enforceability  of  the  remaining
     provisions of this Agreement nor the legality,  validity or  enforceability
     of such provision under the law of any other  jurisdiction  will in any way
     be affected or impaired.

10.5 The  Trustee  shall,  at the request  and cost of the  Chargor,  cancel the
     security granted by this Agreement,  and execute a release, in each case in
     respect of:

     (a)  any portion of the Charged Portfolio upon the disposal of such portion
          of the Charged  Portfolio,  provided  that such  disposal is permitted
          under the terms of the Indenture;

     (b)  the whole of the Charged Portfolio upon the Secured  Obligations being
          discharged in full; and

     (c)  the  whole  of the  Charged  Portfolio  in the  event  of the  Secured
          Obligations being defeased in full in accordance with section 8 of the
          Indenture,

     (d)  any  such  release  to  be  without   recourse  to,  and  without  any
          representations or warranties by, the Trustee.

10.6 None of the Trustee,  its nominee(s) or any receiver  appointed pursuant to
     this Agreement shall be liable by reason of (a) taking any action permitted
     by this  Agreement  or (b) any  neglect or default in  connection  with the
     Charged Portfolio or (c) the taking possession or realisation of all or any
     part of the Charged  Portfolio,  except in the case of gross  negligence or
     wilful default upon its part.

11.  RIGHT OF APPROPRIATION

     To the extent  that any of the  Charged  Portfolio  constitutes  "financial
     collateral" and this Agreement and the obligations of the Chargor hereunder
     constitute a "security financial  collateral  arrangement" (in each case as
     defined in, and for the purposes of, the Financial Collateral  Arrangements
     (No. 2) Regulations 2003 (SI 2003 No. 3226) (the "Regulations") the Trustee
     shall  have the  right  to  appropriate  all or any part of such  financial
     collateral  in or towards  discharge of the Secured  Obligations.  For this
     purpose,  the parties agree that the value of such financial  collateral so
     appropriated  shall be the  market  price of the Shares  determined  by the
     Trustee by  reference  to a public  index or by such  other  process as the
     Trustee may select, including independent valuation. The parties agree that
     the method of valuation  provided for in this Agreement shall  constitute a
     commercially  reasonable  method  of  valuation  for  the  purposes  of the
     Regulations.

12.  SUBSEQUENT INTERESTS AND ACCOUNTS

12.1 If the  Trustee at any time  receives  notice of any  subsequent  mortgage,
     assignment,  charge  or  other  interest  affecting  all or any part of the
     Charged  Portfolio,  all payments made by the Chargor to the Trustee or any
     of the Holders  after that time shall be treated as having been credited to
     a new account of the Chargor and not as having been applied in reduction of
     the Secured Obligations as at the time when the Trustee received notice.

12.2 All monies  received,  recovered  or  realised  by the  Trustee  under this
     Agreement (including the proceeds of any conversion of currency) may in its
     discretion  be credited to and held in any suspense or  impersonal  account
     (bearing  a  commercially   reasonable  rate  of  interest)  pending  their
     application  from time to time in or towards  the  discharge  of any of the
     Secured Obligations in accordance with the terms of the Indenture.

13.  COSTS AND EXPENSES

     The  Chargor  shall,  within 3  Business  Days of  demand  by the  Trustee,
     reimburse  the  Trustee  on a full  indemnity  basis  for  all  losses  and
     reasonable  costs and expenses  (including legal fees, stamp duties and any
     value added tax)  incurred in  connection  with (a) the  execution  of this
     Agreement or otherwise in relation to it, (b) the perfection or enforcement
     of the collateral  constituted by this Agreement or (c) the exercise of any
     Collateral Right, together with interest from the date the Trustee notified
     the  Chargor  of the costs and  expenses  to the date of  payment at a rate
     equal to 1% per annum in  excess of the  interest  rate  applicable  to the
     Notes at such time (or if no interest rate is applicable at such time,  the
     most recent interest rate applicable to the Notes).

14.  CURRENCY CONVERSION

     For  the  purpose  of or  pending  the  discharge  of any  of  the  Secured
     Obligations  the  Trustee  may convert  any money  received,  recovered  or
     realised  or  subject to  application  by it under  this  Agreement  to the
     currency in which the Secured Obligations are due to be discharged: and any
     such  conversion  shall be effected at the Trustee's  spot rate of exchange
     for the time  being  for  obtaining  such  other  currency  with the  first
     currency.

15.  NOTICES

     Any  communication  to be  made  by  one  person  to  another  under  or in
     connection  with this Agreement shall be made in writing in accordance with
     those  terms of the  Notices  provision  in section  13.2 of the  Indenture
     applicable to notices and  communications to persons other than Holders and
     shall be deemed to have been duly given in accordance  with the  provisions
     of such section 13.2 within the times prescribed in such section 13.2.

16.  SUCCESSORS

     This Agreement  shall remain in effect despite any  amalgamation  or merger
     (however effected)  relating to the Trustee;  and references to the Trustee
     shall  include any  assignee or  successor  in title of the Trustee and any
     person  who,  under  the  laws  of its  jurisdiction  of  incorporation  or
     domicile,  has assumed the rights and obligations of the Trustee under this
     Agreement or to which,  under such laws,  those rights and obligations have
     been transferred.

17.  GOVERNING LAW AND JURISDICTION

17.1 Governing Law

     This Agreement is governed by English law.

17.2 Jurisdiction

     (a)  The  courts of  England  have  exclusive  jurisdiction  to settle  any
          dispute arising out of or in connection with this Agreement (including
          a dispute  regarding the  existence,  validity or  termination of this
          Agreement).

     (b)  This Clause 17.2 is for the benefit of the Trustee only.



<PAGE>




IN WITNESS  WHEREOF this  Agreement has been signed on behalf of the Trustee and
executed as a deed by the Chargor and is intended to be and is hereby  delivered
by it as a deed on the date specified above.

The Trustee

THE BANK OF NEW YORK

By:                      /s/ Luis Perez
                         ----------------------------

Name:                     Luis Perez

Title:                   Assistant Vice President



The Chargor



EXECUTED as a DEED

by KRONOS INTERNATIONAL, INC.

By:                      /s/ John St. Wrba
                         ----------------------------

Name:                    John St. Wrba

Title:                   Vice President and Assistant Treasurer