Dated 3 September 2004
                                Kronos Titan GmbH
                             KRONOS Europe S.A./N.V.
                                 Kronos Titan AS
                                       and
                                   Titania AS
                                  as Borrowers

                                Kronos Titan GmbH
                             KRONOS Europe S.A./N.V.
                                       and
                                 Kronos Norge AS
                                  as Guarantors

                               Kronos Denmark aps
                              as security provider

                                      with

                          Deutsche Bank Luxembourg S.a.
                                 acting as Agent


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                            FIRST amendment agreement
                                  relating to a
                               facility agreement
                               dated 25 June 2002
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<PAGE>

THIS FIRST AMENDMENT  AGREEMENT is dated 3 September 2004 (the  "Agreement") and
is made between:

(1)  Kronos  Titan  GmbH  (formerly  known as Kronos  Titan GmbH & Co.  oHG),  a
     limited liability company (Gesellschaft mit beschrankter Haftung) organised
     under the laws of the  Federal  Republic of  Germany,  having its  business
     address at Peschstrasse 5, 51373  Leverkusen,  Federal Republic of Germany,
     which is registered in the  commercial  register  (Handelsregister)  of the
     local court (Amtsgericht) of Koln under HRB 48718 (the "German Borrower");

(2)  Kronos Europe  S.A./N.V.,  a Belgian company with its registered  office at
     Langerbruggekaai 10, 9000 Ghent,  Belgium,  registered nationally under RPR
     0449.103.862 (the "Belgian Borrower");

(3)  Kronos Titan AS, a Norwegian company with registered office at Titangt.  1,
     1630  Gamle  Fredrikstad,  Norway,  registered  under no.  948 616 491 (the
     "Norwegian Borrower 1");

(4)  Titania  AS, a Norwegian  company  with  registered  office at 4380 Hauge i
     Dalane,  Norway,  registered under no. 916 769 318 (the "Norwegian Borrower
     2");

(5)  Kronos Norge AS, a Norwegian company with registered office at Titangt.  1,
     1630 Gamle Fredrikstad, Norway, registered under no. 816 769 132;

(6)  Kronos  Denmark ApS, a Danish  company with  registered  office is at Hanne
     Nielsens Vej 10, 2840 Holte,  Denmark, with registration number CVR. no. 24
     24 27 81;

(7)  Deutsche Bank AG as mandated lead arranger;

(8)  THE LENDERS as specified on the signature page; and

(9)  Deutsche Bank  Luxembourg S.A. as agent for the Finance Parties (as defined
     in the Original Facility Agreement) (the "Agent") and as security agent for
     the Secured Parties (as defined in the Original Facility Agreement).

RECITALS:

(A)  The Lenders made a facility  available to the German Borrower,  the Belgian
     Borrower, the Norwegian Borrower 1 and the Norwegian Borrower 2 pursuant to
     the terms and conditions under the Original Facility  Agreement (as defined
     below).

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<PAGE>

(B)  The  Obligors  that are parties to the  Original  Facility  Agreement  have
     requested  that each of Kronos Denmark ApS and Kronos Norge AS shall become
     a borrower and Kronos  Denmark ApS also shall become a guarantor  under the
     Amended Facility Agreement.

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In   this Agreement:

     "Amended  Facility  Agreement" means the Original  Facility  Agreement,  as
     amended by this Agreement.

     "Effective  Date" means the date on which the Agent confirms to the Lenders
     and  the  German  Borrower  in  writing  that it has  received  each of the
     documents  listed  in  Schedule  1  (Conditions  Precedent)  in a form  and
     substance satisfactory to the Agent.

     "Original  Facility  Agreement"  means  the  EUR  80,000,000  multicurrency
     revolving facility agreement dated 25 June 2002 between, inter alia, Kronos
     Titan GmbH (formerly  known as Kronos Titan GmbH & Co. oHG),  Kronos Europe
     S.A./N.V.  and others as borrowers,  Kronos Titan GmbH  (formerly  known as
     Kronos  Titan  GmbH & Co.  oHG),  Kronos  Europe  S.A./N.V.  and  others as
     guarantors,  Deutsche  Bank AG as mandated  lead  arranger,  Deutsche  Bank
     Luxembourg S.A. as agent and security agent and others.

1.2  Unless a contrary indication  appears,  terms used in the Original Facility
     Agreement  shall,  when used in this  Agreement have the same meaning as in
     the Original Facility Agreement.

1.3  Any  reference  in this  Agreement to a "Clause" or a  "sub-clause"  shall,
     subject to any contrary indication, be construed as a reference to a clause
     or a sub-clause hereof.

2.   AMENDMENT

2.1  Borrower and Guarantor Accession

     (a)  Kronos Norge AS hereby agrees with effect from the  Effective  Date to
          become a borrower under the Amended Facility Agreement and to be bound

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<PAGE>
          by the terms of the Amended  Facility  Agreement and the other Finance
          Documents as a Borrower.

     (b)  Kronos  Denmark ApS hereby agrees with effect from the Effective  Date
          to  become a  borrower  and a  guarantor  under the  Amended  Facility
          Agreement  and to be  bound  by the  terms  of  the  Amended  Facility
          Agreement  and  the  other  Finance  Documents  as a  Borrower  and  a
          Guarantor.

     (c)  The Lenders and all other parties hereto hereby  expressly  agree with
          effect from the Effective  Date to the accession of Kronos Norge AS as
          a Borrower under the Amended Facility Agreement and Kronos Denmark ApS
          as a Borrower and Guarantor under the Amended Facility Agreement.

     (d)  The parties  hereto agree that as of the Effective  Date any reference
          in the  Original  Facility  Agreement  to a Borrower or the  Borrowers
          shall  include a reference to Kronos  Norge AS and Kronos  Denmark ApS
          and any  reference to a Guarantor or the  Guarantors  shall  include a
          reference to Kronos Denmark ApS.

2.2  Further Amendments

     (a)  As of the Effective  Date,  the  definition  of "Norwegian  Borrowers"
          contained in Clause 1.1 of the Original  Facility  Agreement  shall be
          amended as follows:

          "Norwegian  Borrowers"  means the Norwegian  Borrower 1, the Norwegian
          Borrower 2 and Kronos Norge AS.

     (b)  As of the Effective  Date, the definition of "Permitted  Obligor Loan"
          is amended by deleting all references to "or Kronos Denmark".

     (c)  As of the Effective  Date,  the phrase "the two  Norwegian  Borrowers"
          contained  in each of Clause  15.1(a),  15.2(b),  15.3 and 15.6 of the
          Original  Facility  Agreement  shall be amended to read "the Norwegian
          Borrowers".

     (d)  As  of  the  Effective   Date,   the  first   sentence  of  Clause  22
          (Representations)  of the Original Facility Agreement shall be amended
          to read as follows:

          "Each Obligor makes the representations and warranties set out in this
          Clause  22 as to  itself  and its  Subsidiaries  (in each  case to the
          extent  applicable)  to  each  Finance  Party  on  the  date  of  this
          Agreement."

     (e)  The parties hereto agree that as of the Effective Date and solely with
          respect to Kronos  Denmark ApS the  definition of "Original  Financial
          Statements"  shall  be  construed  as a  reference  to  the  financial

                                     - 3 -
<PAGE>

          statements to be delivered by Kronos  Denmark ApS pursuant to Schedule
          1, paragraph 1(f) hereof.

     (f)  For  purposes  of  clarification,  the parties  hereto  agree that any
          reference  to  "the   Norwegian   Borrowers"  or  "the  two  Norwegian
          Borrowers"  in Clauses  4(a)(i)  and  (4)(a)(ii)  of Schedule 2 of the
          Original  Facility  Agreement  shall solely  denote a reference to the
          Norwegian Borrower 1 and the Norwegian Borrower 2.

     (g)  As of the Effective  Date, the form attached as part II of Schedule 10
          (Form of  Combining  Schedule)  is amended and  replaced by the new as
          part II of Schedule 10 (Form of Combining Schedule) attached hereto.

2.3  Security Confirmation

     (a)  The German Borrower  hereby confirms that,  deviating from Section 418
          of the  German  Civil Code  (Burgerliches  Gesetzbuch),  the  Security
          Documents  entered into by the German  Borrower  also shall secure the
          obligations  of Kronos  Norge AS,  Kronos  Denmark  ApS and any of the
          other Obligors under the Amended Facility Agreement.

     (b)  The Belgian  Borrower  hereby  confirms  that the  Security  Documents
          entered into by them also shall secure the obligations of Kronos Norge
          AS,  Kronos  Denmark  ApS and any of the  Obligors  under the  Amended
          Facility Agreement.

     (c)  Kronos Denmark ApS hereby confirms that the Security Documents entered
          into by it also shall secure its  obligations  and the  obligations of
          Kronos  Norge AS and any of the  Obligors  under the Amended  Facility
          Agreement

     (d)  Each of the Norwegian  Borrower 1 and the Norwegian  Borrower 2 hereby
          confirms that the Security  Documents  entered into by them also shall
          secure the  obligations of Kronos Norge AS under the Amended  Facility
          Agreement, in each case to the extent as permitted under the Norwegian
          Companies Act 1997 Section 8-7.

3.   REPRESENTATIONS

     As of the  Effective  Date,  the Obligors  and Kronos  Denmark ApS make the
     representations set out in Clause 22  (Representations)  (other than Clause
     22.10) of the Original  Facility  Agreement  as if each  reference in those
     representations to "this Agreement" or "the Finance  Documents"  includes a
     reference to (a) this Agreement and (b) the Amended Facility Agreement.

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<PAGE>

4.   CONTINUITY AND FURTHER ASSURANCE

4.1  Continuing obligations

     The provisions of the Original Facility Agreement shall, save as amended in
     this Agreement, continue in full force and effect.

4.2  Further assurance

     Each of the  Obligors and Kronos  Denmark ApS shall,  at the request of the
     Agent and at its own  expense,  do all such acts and  things  necessary  or
     desirable  to give  effect to the  amendments  effected  or to be  effected
     pursuant to this Agreement.

5.   FEES, COSTS AND EXPENSES

5.1  Transaction expenses

     Each of the Borrowers  shall within three Business Days of demand,  pay the
     Agent  the  amount  of all  reasonable  out-of-pocket  costs  and  expenses
     (including reasonable legal fees of outside counsel) reasonably incurred by
     the Agent in connection  with the  negotiation,  preparation,  printing and
     execution of this  Agreement  and any other  documents  referred to in this
     Agreement.

5.2  Enforcement costs

     Each of the Borrowers shall,  within three Business Days of demand,  pay to
     each  Secured  Party  and the  Mandated  Lead  Arranger  the  amount of all
     reasonable   out-of-pocket   costs  and  expenses  (including  legal  fees)
     reasonably  incurred by that Secured Party or the Mandated Lead Arranger in
     connection  with the  enforcement  of, or the  preservation  of any rights,
     powers and remedies under this Agreement.

5.3  Stamp taxes

     The  Borrowers  shall  pay  and,  within  three  Business  Days of  demand,
     indemnify  each Finance  Party  against any cost,  loss or  liability  that
     Finance Party incurs in relation to all stamp duty,  registration and other
     similar Taxes payable in respect of this Agreement.

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<PAGE>

6.   MISCELLANEOUS

6.1  Incorporation of terms

     The provisions of Clause 37 (Partial  Invalidity),  Clause 38 (Remedies and
     waivers), Clause 40 (Governing Law) and Clause 41.1 (Jurisdiction of German
     Courts) of the Original Facility  Agreement shall be incorporated into this
     Agreement as if set out in full in this  Agreement  and as if references in
     those clauses to "this Agreement" or "the Finance Documents" are references
     to this Agreement.

6.2  Service of process

        Kronos Denmark ApS:

     (a)  irrevocably  appoints the German  Borrower as its agent for service of
          process in relation  to any  proceedings  before the German  courts in
          connection with any Finance Document; and

     (b)  agree that  failure by a process  agent to notify  them of the process
          will not invalidate the proceedings concerned.

6.3  Designation as Finance Document

     The German  Borrower and the Agent  designate  this  Agreement as a Finance
     Document by execution of this  Agreement for the purposes of the definition
     of Finance Document in the Original Facility Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.

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<PAGE>


                                   SIGNATURES

The Borrowers

Kronos Titan GmbH

By:  /s/ Ulfert Fiand



Kronos Europe S.A./N.V.

By:  /s/ Erik Van der Auwera



Kronos Titan AS

By:  /s/ Terje Karlsen



Titania AS

By:  /s/ Terje Karlsen



Kronos Norge AS

By:  /s/ Terje Karlsen



Kronos Denmark ApS

By:  /s/ Volker Roth



The Guarantors

Kronos Titan GmbH

By:  /s/ Ulfert Fiand

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<PAGE>



Kronos Europe S.A./N.V.

By:  /s/ Erik Van der Auwera



Kronos Norge AS

By:  /s/ Terje Karlsen



Kronos Denmark ApS

By:  /s/ Volker Roth



The Mandated Lead Arranger

Deutsche Bank AG

By:  /s/ Inge Palzer



The Agent and Security Agent

Deutsche Bank Luxembourg S.A.

By:  /s/ Inge Palzer



The Lenders

Deutsche Bank Luxembourg S.A.

By:  /s/ Inge Palzer

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<PAGE>

Commerzbank Aktiengesellschaft, Filiale Koln

By:  /s/ Inge Palzer



Den norske Bank ASA, Filiale Deutschland

By:  /s/ Inge Palzer



Dexia Bank Belgium N.V./S.A.

By:  /s/ Inge Palzer



KBC Bank N.V.

By:  /s/ Inge Palzer



Dresdner Bank AG in Koln

By:  /s/ Inge Palzer


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