KRONOS INTERNATIONAL, INC.

                                (euro)90,000,000

                      8 7/8% Senior Secured Notes due 2009

                               PURCHASE AGREEMENT


                                                               November 18, 2004

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)90,000,000  aggregate  principal amount of its 8 7/8% Senior Secured Notes
due 2009,  Series A (the  "Notes").  The Notes will be part of a series of notes
issued  initially on June 28, 2002 and are to be issued under the indenture (the
"Indenture")  dated as of June 28,  2002 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 an
offering  memorandum  dated November 18, 2004,  which includes as a part thereof
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 2003
and Quarterly  Report on Form 10-Q for the quarter ended September 30, 2004 (the
"Offering Memorandum"), 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.

         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 C (the "Registration Rights
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) Neither  the  Offering  Memorandum  nor any  amendment  or
         supplement  thereto as of the date thereof and at all times  subsequent
         thereto  up to the  Closing  Date  (as  defined  in  Section  3  below)
         contained  or  contains  any untrue  statement  of a  material  fact or
         omitted  or  omits  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  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 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  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  principles  generally  accepted in the
         United  States of America  applied  on a  consistent  basis,  except as
         otherwise stated therein. The interim unaudited  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,
         except for the absence of footnotes and normal audit  adjustments,  and
         have been prepared in accordance with accounting  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  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  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 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.

                  (z) 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.

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

                  (bb) 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.

                  (cc)  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.

                  (dd) 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  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.

                  (ee) 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.

                  (ff) 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.

                  (gg)  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.

         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 107% of their  principal  amount  plus
accrued  interest from and including July 1, 2004, less the Initial  Purchaser's
fee of euro  1,444,500.00.  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 November 26, 2004, 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.

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

                  (a) The  Company  will not amend or  supplement  the  Offering
         Memorandum or any amendment or supplement  thereto of which the Initial
         Purchaser  shall not previously  have been advised and furnished a copy
         for a  reasonable  period of time prior to the  proposed  amendment  or
         supplement and as to which the Initial  Purchaser  shall not 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  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  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
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 (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,  to the effect set forth in Exhibit B, (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,  to the effect  set forth in  Exhibit  B, (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,  to the
         effect  set forth in Exhibit  B, 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,  to the  effect  set forth in
         Exhibit B.

                  (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)  The  Initial  Purchaser  shall  have  received  from  the
         Independent Accountants a comfort letter or letters dated no later than
         November  23, 2004 and as of the Closing  Date,  in form and  substance
         reasonably satisfactory to counsel for the Initial Purchaser.

                  (d)  The   representations   and  warranties  of  the  Company
         contained in this Agreement  shall be true and correct on and as of the
         date hereof 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 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 date  hereof 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) On or before the  Closing  Date,  the  Company  shall have
         caused to be delivered the following  documents  and  instruments  with
         regard to the Collateral:

                           (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
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 the Offering  Memorandum or any amendment or supplement
thereto,  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
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.

         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,  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 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:
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:  William B. Gannett, 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.



<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/ Gregory M. Swalwell
                                                      --------------------------
                                                      Name:  Gregory M. Swalwell
                                                      Title:  Vice President,
                                                              Finance and Chief
                                                              Finanical Officer

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

DEUTSCHE BANK AG LONDON


By:   /s/ Brian Bassett
      -------------------------------
      Name:  Brian Bassett
      Title:  Managing Director


By:   /s/ C.M. Flower
      -------------------------------
      Name:  C. Flower
      Title:  Managing Director




<PAGE>





                                                                     SCHEDULE 1A

                           Subsidiaries of the Company


                                                           Jurisdiction of
Name                                                       Incorporation
----                                                       -------------
Kronos Titan-GmbH                                          Germany
Kronos Europe S.A./N.V.                                    Belgium
Kronos Limited                                             United Kingdom
Societe Industrielle Du Titane, S.A.                       France
Kronos Denmark ApS                                         Denmark
Kronos Norge A/S                                           Norway
Kronos Titan A/S                                           Norway
Titania A/S                                                Norway



<PAGE>





                                                                     SCHEDULE 1B

                        Other Subsidiaries of the Company


                                                        Jurisdiction of
Name                                                    Incorporation
                                                        -------------
Kronos Chemie-GmbH                                      Germany
Kronos Invest A/S                                       Norway
Kronos B.V.                                             The Netherlands
The Jossingfjord Manufacturing Company A/S              Norway
Tinfoss Titan & Iron A/S                                Norway
Kronos World Services, S.A./N.V.                        Belgium
Unterstuetzungskasse Kronos Titan GmbH                  Germany
Tinfoss Titan & Iron K/S                                Norway



<PAGE>





                                                                       EXHIBIT A


                   Form of Opinion of Locke Liddell & Sapp LLP






<PAGE>





                                                                       EXHIBIT B


                 Form of Opinion of Local Counsel to the Company






<PAGE>




                                                                       EXHIBIT C


                          Registration Rights Agreement