exhibit102.htm


    FIRST
AMENDED AND RESTATED

    PROMISSORY
NOTE

    


    
      	
              €98,094,875.00

            	
              October
      1, 2008

            	
              Dallas,
      Texas

            


    

    


    FOR VALUE RECEIVED, the
undersigned, Kronos Worldwide, Inc., a Delaware corporation, unconditionally
promises to pay to the order of Kronos International, Inc., a corporation duly
organized under the laws of the state of Delaware in the United States of
America, with its seat of management and principal place of business in Germany,
at its address Peschstraße 5, 51373 Leverkusen, Germany and offices in Dallas,
Texas at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697, in lawful money
of the European Union, the principal sum of NINETY EIGHT MILLION NINETY FOUR
THOUSAND EIGHT HUNDRED SEVENTY FIVE and NO/100ths EUROS (€98,094,875.00)
together with interest from the date of this Note on the unpaid principal
balance from time to time pursuant to the terms of this Note.  This
Note shall be unsecured and will bear interest on the terms set forth in Section 5 below. Capitalized
terms not otherwise defined shall have the meanings given to such terms in Section 15 of this
Note.

    


    Section 1.  Amendment and
Restatement.  This Note amends, restates and replaces in its
entirety that certain promissory note dated November 26, 2004 payable to the
order of Payee in the original principal amount of €98,094,875.00 and executed
by Maker, the unpaid principal and accrued interest of such promissory note as
of the close of the day on October 1, 2008 being €98,094,875.00 of unpaid
principal and nil of unpaid accrued interest.

    


    Section 2.  Place of
Payment.  All payments will be made at Payee’s address at
Peschstraße 5, 51373 Leverkusen, Germany, or such other place as the Payee may
from time to time designate in writing, in immediately available funds, without
setoff or counterclaim.

    


    Section 3.  Payment.  The
principal balance of this Note and any unpaid and accrued interest thereon shall
be due and payable on the Maturity Date or upon acceleration as provided
herein.  If such amounts are due on a day other than a Business Day,
such amounts shall be paid on the next successive Business Day with the
additional unpaid interest accrued to the date of payment.

    


    Section 4.  Prepayment.  This
Note may be prepaid in part or in full at any time without penalty; provided, however,
prepayments shall be first applied to accrued and unpaid interest and then to
principal.

    


    Section 5.  Interest.  The
unpaid balance of this Note (exclusive of any past due principal) shall bear
interest at an annual rate of nine and one quarter percent
(9.25%).  Ten business days after the Maturity Date or acceleration as
provided in this Note, all past due principal and past due interest owed under
this Note will bear interest at an annual rate of twelve percent
(12%).  Accrued interest on the unpaid principal of this Note shall be
computed on the basis of a 365 or 366-day year, as the case may be, for actual
days elapsed.  In no event, however, shall such computation result in
an amount of accrued interest that would exceed accrued interest on the unpaid
principal balance during the same period at the Maximum
Rate.  Notwithstanding anything to the contrary, this Note is
expressly limited so that in no contingency or event whatsoever shall the amount
paid or agreed to be paid to the Payee exceed the Maximum Rate.  If,
from any circumstances whatsoever, the Payee shall ever receive as interest an
amount that would exceed the Maximum Rate, such amount received that would be in
excess of the Maximum Rate shall be applied to the reduction of the unpaid
principal balance and not to the payment of interest, and if the principal
amount of this Note is paid in full, any remaining excess shall be paid to
Maker, and in such event, the Payee shall not be subject to any penalties
provided by any laws for contracting for, charging, taking, reserving or
receiving interest in excess of the highest lawful rate permissible under
applicable law.

    


    Section 6.  Remedy.  Upon
the occurrence and during the continuation of an Event of Default, Payee may, at
its option, declare the entire unpaid principal of this Note, and all accrued
interest and other amounts payable hereunder, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived by Maker, and upon such declaration, such amounts shall
become and shall be immediately due and payable.  The Payee shall have
all of the rights and remedies provided in the applicable Uniform Commercial
Code or in this Note or any other agreement between Maker and in favor of the
Payee, as well as those rights and remedies provided by any other applicable
law, rule or regulation.  All rights and remedies of the Payee are
cumulative and may be exercised singly or concurrently.  The exercise
of any right or remedy will not be a waiver of any other right or
remedy.  Failure to exercise any right or remedy upon the occurrence
of an Event of Default shall not constitute a waiver of the right to exercise
such right or remedy upon the occurrence of a subsequent Event of
Default.

    


    Section 7.  Right of
Offset.  The Payee shall have the right of offset against
amounts that may be due by the Payee now or in the future to Maker against
amounts due under this Note.

    


    Section 8.  Record of
Outstanding Principal.  The date and amount of each repayment
of principal outstanding under this Note shall be recorded by Payee in its
records.  The aggregate unpaid principal balance so recorded by Payee
shall be the best evidence of the principal balance owing and unpaid under this
Note; provided that the
failure of Payee to so record any such balance or any error in so recording any
such balance shall not limit or otherwise affect the obligations of Maker under
this Note to repay the principal balance outstanding and all accrued or accruing
interest.

    


    Section 9.  Waiver.  Maker
and each surety, endorser, guarantor, and other party now or subsequently liable
for payment of this Note, severally waive demand, presentment for payment,
notice of dishonor, protest, notice of protest, diligence in collecting or
bringing suit against any party liable on this Note, and further agree to any
and all extensions, renewals, modifications, partial payments, substitutions of
evidence of indebtedness, and the taking or release of any collateral with or
without notice before or after demand by the Payee for payment under this
Note.

    


    Section 10.  Costs and
Attorneys’ Fees.  In the event the Payee incurs costs in
collecting on this Note, this Note is placed in the hands of any attorney for
collection, suit is filed on this Note or if proceedings are had in bankruptcy,
receivership, reorganization, or other legal or judicial proceedings for the
collection, Maker and any guarantor jointly and severally agree to pay on demand
to the Payee all expenses and costs of collection, including, but not limited
to, attorneys’ fees incurred in connection with any such collection, suit, or
proceeding, in addition to the principal and interest then due.

    


    Section 11.  Time of
Essence.  Time is of the essence with respect to all of Maker’s
obligations and agreements under this Note.

    


    Section 12.  Applicable
Law, Jurisdiction and
Venue.  This Note shall be governed by and construed in
accordance with the domestic laws of the state of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
state of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of Delaware.  Maker
consents to jurisdiction and venue in the courts located in Dallas,
Texas.

    


    Section 13.  Notice.  Any
notice or demand required by this Note shall be deemed to have been given and
received on the earlier of (i) when the notice or demand
is actually received by the recipient or (ii) 72 hours after the notice
is deposited in the mail, certified or registered, with postage prepaid, and
addressed to the recipient.  The address for giving notice or demand
under this Note (i) to
the Payee shall be the place of payment specified in Section 2 or such other place
as the Payee may specify in writing to the Maker and (ii) to the Maker shall be the
address below the Maker’s signature or such other place as the Maker may specify
in writing to the Payee.

    


    Section 14.  Successors and
Assigns.  All of the covenants, obligations, promises and
agreements contained in this Note made by Maker shall be binding upon its
successors and assigns; notwithstanding the foregoing, Maker shall not assign
this Note or its performance under this Note without the prior written consent
of the Payee.

    


    Section 15.  Definitions.  For
purposes of this Note, the following terms shall have the following
meanings:

    


    (a)           “Business
Day” shall mean any day banks are open in North Rhine-Westphalia, Federal
Republic of Germany.

    


    (b)           “Event of
Default” shall mean the failure by Maker to make when due a punctual
payment of principal of, or interest on, this Note within thirty (30) days
following the date such amount becomes due and payable in accordance with the
terms of this Note.

    


    (c)           “Maker”
shall mean Kronos Worldwide, Inc., a corporation incorporated under the laws of
the state of Delaware in the United States of America.

    


    (d)           “Maturity
Date” shall mean December 31, 2013.

    


    (e)           “Maximum
Rate” shall mean the highest lawful rate permissible under applicable law
for the use, forbearance or detention of money.

    


    (f)           “Note”
shall mean this First Amended and Restated Promissory Note executed by Maker and
Payee effective October 1, 2008.

    


    (g)           “Payee”
shall mean Kronos International, Inc., or subsequent holder of this
Note.

    


    EXECUTED on December 1, 2008
but effective as of October 1, 2008.

       

      
        
          	 
      	 
      	
                  MAKER:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kronos
      Worldwide, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/Gregory
      M. Swalwell

                
	 
      	 
      	
                  Gregory
      M. Swalwell

                
	 
      	 
      	
                  Vice
      President, Finance & Chief Financial Officer

                
	 
      	 
      	 
      
	 
      	
                  Address:

                	
                  Three
      Lincoln Centre

                
	 
      	 
      	
                  5430
      LBJ Freeway, Suite 1700

                
	 
      	 
      	
                  Dallas,
      Texas  75240-2697

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                  PAYEE:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kronos
      International, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/John
      St. Wrba

                
	 
      	 
      	
                  John
      St. Wrba

                
	 
      	 
      	
                  Vice
      President & Assistant Treasurer