AMENDMENT NO. 4 TO
                           LOAN AND SECURITY AGREEMENT


     THIS  AMENDMENT  NO. 4 TO LOAN AND SECURITY  AGREEMENT  dated as of June 2,
2004 by and among Titanium Metals Corporation,  a Delaware corporation ("Timet")
and Titanium  Hearth  Technologies,  Inc., a Delaware  corporation  ("THT",  and
together  with  Timet,  each  individually,   a  "Borrower"  and,  collectively,
"Borrowers"),   TIMET  Millbury  Corporation,   an  Oregon  corporation  ("TIMET
Millbury"),   TIMET  Castings   Corporation,   a  Delaware  corporation  ("TIMET
Castings"),  TIMET Finance Management  Company, a Delaware  corporation  ("TIMET
Finance"),  TMCA  International,  Inc.,  a  Delaware  corporation  ("TMCA",  and
together  with  TIMET   Millbury,   TIMET  Castings  and  TIMET  Finance,   each
individually,  a  "Guarantor"  and,  collectively,  "Guarantors"),  and Congress
Financial Corporation (Southwest), a Texas corporation ("Lender").

                               W I T N E S S E T H


     WHEREAS,  Lender,  Borrowers  and  Guarantors  have entered into  financing
arrangements  pursuant to which  Lender has made and may make loans and advances
and provide other financial accommodations to Borrowers as set forth in the Loan
and  Security  Agreement,  dated  February  25,  2000,  by and among  Lender and
Borrowers  (as amended by Amendment No. 1 to Loan and Security  Agreement  dated
September 7, 2001,  Amendment No. 2 to Loan and Security  Agreement  dated as of
October 23, 2002 and Amendment No. 3 to Loan and Security Agreement, dated as of
March 18, 2004 and as amended  hereby and as the same may  hereafter  be further
amended, modified,  supplemented,  extended,  renewed, restated or replaced, the
"Loan  Agreement")  and the  agreements,  documents and  instruments at any time
executed   and/or   delivered  in  connection   therewith  or  related   thereto
(collectively,  together with the Loan Agreement,  the "Financing  Agreements");
and

     WHEREAS,  Borrowers  and  Guarantors  have  requested  that Lender agree to
certain  amendments to the Loan Agreement and Lender is willing to agree to such
amendments, subject to the terms and conditions contained herein;

     NOW,  THEREFORE,  in consideration of the mutual  conditions and agreements
and covenants set forth herein,  and for other good and valuable  consideration,
the adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

Section 1. Definitions.

     1.1 Additional Definitions.  As used herein, the following terms shall have
the meanings given to them below and the Loan  Agreement  shall be deemed and is
hereby  amended to include,  in addition and not in  limitation,  the  following
definitions:

          (a)  "Amendment No. 4" shall mean this Amendment No. 4 to the Loan and
Security Agreement by and among Borrowers,  Guarantors,  and Lender, as the same
now  exists or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed, restated or replaced.

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          (b) "BUCS  Exchange  Offer" shall mean the offer by Timet to issue New
Preferred  Stock to each  holder of the BUCS in  exchange  for the BUCS owned by
such holder pursuant to the BUCS Exchange Offer  Registration  Statement and the
Offer to  Exchange  4,024,820  Shares of 6 3/4% Series A  Convertible  Preferred
Stock  of  Titanium  Metals  Corporation  for  all  of  the  outstanding  6 5/8%
Convertible Preferred Securities,  Securities,  Beneficial Unsecured Convertible
Securities (including the associated guarantee of the Trust) attached as Exhibit
99.1 to the BUCS Exchange Offer Registration Statement.

          (c)  "BUCS  Exchange  Offer  Registration  Statement"  shall  mean the
registration statement on Form S-4 (File No. 333-114218) filed by Timet with the
U.S.  Securities and Exchange  Commission on April 6, 2004 for the BUCS Exchange
Offer, as such may be hereafter amended, modified or supplemented.

          (d)  "Freedom  Forge  Bonds"  shall mean surety bond issued by Federal
Insurance  Company on  November  14,  1972 in favor of the  Bureau of  Workmen's
Compensation,   Department  of  Labor  and  Industry  of  the   Commonwealth  of
Pennsylvania  with respect to which Timet is the primary obligor,  as amended as
of November 1, 1974, October 27, 1975,  November 1, 1977, January 4, 1982, March
30, 1982 and November 1, 1984 (the "Federal  Bond"),  and the surety bond issued
by Insurance Company of North America on November 1, 1985 in favor of the Bureau
of Workers'  Compensation,  Department of Labor and Industry of the Commonwealth
of  Pennsylvania  with  respect to which Timet is the primary  obligor (the "INA
Bond")  and the  related  Application  for Bond and  Indemnity  Agreement  dated
November 1, 1985,  copies of which bonds and  indemnity  agreement  are attached
hereto as Exhibit A.

          (e) "New Preferred Stock" shall mean,  individually and  collectively,
up to 4,024,820 shares of 6 3/4% Series A Convertible Preferred Stock authorized
to be issued pursuant to the Certificate of Designations, Rights and Preferences
of 6 3/4% Series A Convertible  Preferred  Stock  attached as Exhibit 4.1 to the
BUCS  Exchange  Offer  Registration  Statement,  as the  same  now  exist or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced.

          (f) "Trust Common  Securities"  shall mean,  collectively,  the common
securities designated the 6 5/8% Trust Common Securities issued by the Trust, as
the  same  now  exist  or may  hereafter  be  amended,  modified,  supplemented,
extended, renewed, restated or replaced.

     1.2 Amendment to Definition.  The definition "Simmons" set forth in Section
1.84 of the Loan  Agreement  is amended as follows  and each  reference  to such
definition in the Loan  Agreement and the other  Financing  Agreements  shall be
deemed to be a reference to such definition as so amended:

          "1.84 "Simmons" means, collectively, Harold C. Simmons and his spouse,
          and their respective heirs, executors, administrators,  successors and
          assigns."

     1.3 Interpretation.  For purposes of this Amendment, all terms used herein,
including but not limited to, those terms used and/or  defined  herein or in the
recitals hereto shall have the respective  meanings assigned thereto in the Loan
Agreement as amended by this Amendment No. 4.

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<PAGE>

Section 2. Consent. Subject to the terms and conditions hereof,  notwithstanding
anything to the contrary  contained in the Loan Agreement (as in effect prior to
the date hereof),  Lender  hereby  consents to the issuance of the New Preferred
Stock  and the  consummation  of the  BUCS  Exchange  Offer  pursuant  to  terms
described in the BUCS Exchange Offer Registration Statement.  Timet will use its
best effort to  consummate  such  transactions  on or before  December 31, 2004,
provided  however,  Timet may request an extension of such date and such request
shall not be unreasonably denied by Lender.

Section 3. Amendments to Loan Agreement.

     3.1 Collection of Accounts.  Section 6.3(a) of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:

          "(a) Borrowers shall establish and maintain, at their expense, blocked
          accounts or lockboxes  and related  blocked  accounts (in either case,
          "Blocked  Accounts"),  as Lender may  specify,  with such banks as are
          acceptable to Lender into which Borrowers  shall promptly  deposit and
          direct  their  account  debtors  to  directly  remit all  payments  on
          Receivables  and all  payments  constituting  proceeds of Inventory or
          other  Collateral  in the  identical  form in which such  payments are
          made,  whether by cash, check or other manner.  The banks at which the
          Blocked  Accounts are  established  shall enter into an agreement,  in
          form and substance  satisfactory  to Lender,  providing that all items
          received or  deposited  in the Blocked  Accounts  are the  property of
          Lender,  that the depository bank has no lien upon, or right to setoff
          against, the Blocked Accounts, the items received for deposit therein,
          or the funds from time to time on deposit therein and upon the written
          instruction  of Lender,  the  depository  bank will wire, or otherwise
          transfer,  in immediately available funds, on a daily basis, all funds
          received or deposited  into the Blocked  Accounts to such bank account
          of Lender as Lender may from time to time  designate  for such purpose
          ("Payment Account"), provided, that, without limiting any other rights
          or remedies of Lender,  Lender may, at its option,  send such  written
          instruction  to  depository  banks at which the Blocked  Accounts  are
          maintained to transfer all available  funds received or deposited into
          the Blocked  Accounts to the Payment  Account at any time that either:
          (A) an Event of Default or act,  condition  or event which with notice
          or passage of time or both would  constitute an Event of Default shall
          exist  or  have  occurred  and  be  continuing,   or  (B)  the  Excess
          Availability is less than  $40,000,000.  Each Borrower agrees that all
          payments  made to such  Blocked  Accounts or other funds  received and
          collected  by  Lender,  whether  in  respect  of the  Receivables,  as
          proceeds  of  Inventory  or other  Collateral  or  otherwise  shall be
          treated  as  payments  to Lender in  respect  of the  Obligations  and
          therefore shall constitute the property of Lender to the extent of the
          then outstanding Obligations."

     3.2 Sale of  Assets,  Consolidation,  Merger,  Dissolution,  Etc..  Section
9.7(b) of the Loan  Agreement  is hereby  amended by changing the end of Section
9.7(b)(xvi)  from a semicolon  to a  semicolon  followed by "and" and adding the
following new Section 9.7(b)(xvii) at the end thereof:

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<PAGE>

               "(xvii)  the  issuance  by  Timet of New  Preferred  Stock to any
          holders of the BUCS pursuant to the BUCS  Exchange  Offer as described
          in the BUCS Exchange Offer Registration Statement; provided, that, (A)
          as of the date one (1) Business Day prior to any such issuance, Lender
          shall have received  written notice of the intention of Timet to issue
          such New Preferred  Stock,  (B) Borrowers shall not be required to pay
          any cash dividends or repurchase or redeem such New Preferred Stock or
          make any other  payments  in  respect  thereof  except  to the  extent
          permitted  under  Section  9.11  hereof,  (C) the  terms  of such  New
          Preferred  Stock,  and the terms and  conditions  of the  issuance and
          exchange  of the BUCS  therefor,  shall not  include  any  terms  that
          include any limitation on the right of Borrowers to request or receive
          Loans or Letter of Credit  Accommodations or the right of Borrowers to
          amend or modify any of the terms and  conditions of this  Agreement or
          any of the other Financing Agreements,  and (D) as of the date of such
          issuance and exchange and after  giving  effect  thereto,  no Event of
          Default or act,  condition  or event  which with  notice or passage of
          time or both would  constitute an Event of Default shall exist or have
          occurred;"

     3.3 Indebtedness.

          (a) Section 9.9 (d)(i) of the Loan  Agreement is hereby deleted in its
entirety and replaced with the following:

               "(i) the principal amount of such  Indebtedness  shall not exceed
          $207,465,300,  less the aggregate  principal amount of all repayments,
          repurchases or redemptions or exchanges thereof (including pursuant to
          the  BUCS  Exchange  Offer  to  the  extent  permitted  under  Section
          9.7(b)(xvii)  hereof),  whether  optional or mandatory,  plus interest
          thereon at the rate  provided  in the  Subordinated  Debentures  as in
          effect on the date hereof,"

          (b) Section  9.9(d)(iii)(B) of the Loan Agreement is hereby deleted in
its entirety and replaced with the following:

               "(B) Timet may from time to time purchase BUCS in the open market
          or pursuant to privately  negotiated  purchases  and,  notwithstanding
          anything  to the  contrary  in  this  Agreement  or  the  Subordinated
          Debentures, may redeem the Subordinated Debentures, provided, that, as
          to any such purchase or redemption each of the following conditions is
          satisfied as reasonably  determined by Lender in good faith (except as
          Lender may  otherwise  agree):  (1) as of the date three (3)  Business
          Days prior to the date of any  payment in respect of such  purchase or
          redemption,  the daily  average  of the  Excess  Availability  for the
          immediately preceding thirty (30) consecutive days shall have been not
          less than  $25,000,000,  (2) as of the date  three (3)  Business  Days
          prior to any  payment in respect of such  purchase or  redemption  and
          after  giving  effect  to the  amount  to be paid in  respect  of such
          purchase or redemption, the Excess Availability shall be not less than


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<PAGE>

          $25,000,000,  and (3) as of the date three (3) Business  Days prior to
          any payment in respect of such purchase or redemption and after giving
          effect  to the  amount  to be paid in  respect  of  such  purchase  or
          redemption, no Event of Default, or act, condition or event which with
          notice  or  passage  of time or both  would  constitute  an  Event  of
          Default, shall exist or have occurred and be continuing, and (4) as of
          the date one (1)  Business  Day  prior  to the day of any  payment  in
          respect of such  purchase or  redemption,  Lender shall have  received
          written  notice of the intention of Timet to make any such purchase or
          redemption,  which  notice  shall  specify  the  amount  of BUCS to be
          purchased or  Subordinated  Debentures  to be  redeemed,  the price or
          redemption  amount  thereof and such other  information  with  respect
          thereto as Lender may reasonably request,"

          (c) Section 9.9 of the Loan  Agreement  is hereby  amended by deleting
the word "and" in front of Section  9.9(n),  changing the punctuation at the end
of Section 9.9(n) from a period to a semicolon  followed by "and" and adding the
following new Section 9.9(o) at the end thereof:

               "(o) the unsecured  Indebtedness of Timet pursuant to the Freedom
          Forge Bonds; provided,  that, (i) aggregate face amount of the Federal
          Bond and the INA Bond together shall not exceed  $3,000,000,  and (ii)
          such Indebtedness shall not at any time include any terms that include
          any  limitation  on the right of Borrowers to request or receive Loans
          or Letter of Credit Accommodations or the right of Borrowers to amend,
          modify,  supplement,  replace,  renew or  extend  any of the  terms or
          conditions   of  this   Agreement  or  any  of  the  other   Financing
          Agreements."

     3.4 Dividends and Redemptions.

          (a) Section 9.11(h) of the Loan Agreement is hereby amended to add the
parenthetical "(other than the New Preferred Stock)" after the term Stock in the
second line of such Section.

          (b) Section 9.11 of the Loan  Agreement is hereby  amended by deleting
the word "and" in front of Section 9.11(h),  changing the punctuation at the end
of Section 9.11(h) from a period to a semicolon followed by "and" and adding the
following new Sections 9.11(i), (j), (k) and (l) at the end thereof:

               "(i)  The  Trust  may  redeem  the  BUCS  or  the  Trust   Common
          Securities; provided, that, as to any such redemption of the BUCS each
          of the following conditions is satisfied: (i) as of the date three (3)
          Business  Days  prior to the date of any such  redemption,  the  daily
          average  of the  Excess  Availability  for the  immediately  preceding
          thirty   (30)   consecutive   days  shall  have  been  not  less  than
          $25,000,000,  (ii) as of the date three (3) Business Days prior to any
          such  redemption  and after giving  effect to the amount to be paid in
          respect of such redemption,  the Excess Availability shall be not less
          than  $25,000,000,  (iii) as of the date three (3) Business Days prior
          to any such  redemption  and after  giving  effect to the amount to be
          paid in  respect  of such  redemption,  no Event of  Default,  or act,
          condition  or event which with notice or passage of time or both would
          constitute  an Event of Default,  shall exist or have  occurred and be
          continuing,  and (iv) as of the date one (1) Business Day prior to the
          date of any such redemption, Lender shall have received written notice
          of the  intention  of the  Trust to make any  such  redemption,  which

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<PAGE>

          notice   shall   specify  the  amount  of  BUCS  to  be  purchased  or
          Subordinated Debentures to be redeemed and such other information with
          respect thereto as Lender may reasonably request;

               (j) After  consummation  of the BUCS  Exchange  Offer,  Timet may
          purchase  New  Preferred  Stock  in the open  market  or  pursuant  to
          privately  negotiated purchases and,  notwithstanding  anything to the
          contrary  in this  Agreement,  may  redeem  the New  Preferred  Stock,
          provided,  that,  as to  any  such  purchase  each  of  the  following
          conditions  is  satisfied:  (i) as of the date three (3) Business Days
          prior to the date of any  such  purchase,  the  daily  average  of the
          Excess   Availability  for  the  immediately   preceding  thirty  (30)
          consecutive days shall have been not less than $25,000,000, (ii) as of
          the date three (3) Business  Days prior to any such purchase and after
          giving  effect to the amount to be paid in  respect of such  purchase,
          the Excess  Availability shall be not less than $25,000,000,  (iii) as
          of the date three (3)  Business  Days prior to any such  purchase  and
          after  giving  effect  to the  amount  to be paid in  respect  of such
          purchase,  no Event of Default,  or act, condition or event which with
          notice  of  passage  of time or both  would  constitute  an  Event  of
          Default,  shall exist or have occurred and be continuing,  and (iv) as
          of the date one (1)  Business Day prior to any such  purchase,  Lender
          shall have received  written  notice of the intention of Timet to make
          any such  purchase,  which  notice  shall  specify  the  amount of New
          Preferred Stock to be purchased,  the price per share thereof and such
          other  information  with  respect  thereto  as Lender  may  reasonably
          request;

               (k) Timet may pay  dividends to the holders of the New  Preferred
          Stock, provided, that, as to any such dividend, (i) such payment shall
          be made with funds legally available therefor,  (ii) as of the date of
          the payment of such  dividend  and  immediately  after  giving  effect
          thereto, Excess Availability shall be not less than $25,000,000, (iii)
          the aggregate amount of all such dividends from and after the issuance
          of the New Preferred Stock,  calculated on a cumulative  basis,  shall
          not exceed an aggregate amount equal to $15,000,000  multiplied by the
          number of calendar  years from and  including  the year of issuance of
          such New Preferred Stock, (iv) such dividend shall not violate any law
          or regulation or the terms of any indenture,  agreement or undertaking
          to which any Borrower or Guarantor is a party or by which any Borrower
          or Guarantor or its  properties  are bound,  and (v) as of the date of
          the payment of such dividend and after giving effect thereto, no Event
          of Default or act,  condition or event which with notice or passage of
          time or both would  constitute an Event of Default shall exist or have
          occurred and be continuing; and

               (l) Timet may offer to  exchange  Capital  Stock of Timet for New
          Preferred  Stock  to  the  extent  permitted  in  Section  9.7(b)(xi);
          provided,  that,  Timet  shall  not be  required  to  comply  with the
          requirements in Section  9.7(b)(xi)(A)  hereof so long as Lender shall
          have  received one (1) Business  Day prior  written  notice of Timet's
          intention to make any such  exchange,  which notice shall  specify the

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          amount of the Capital Stock to be issued for the New  Preferred  Stock
          and  such  other  information  with  respect  thereto  as  Lender  may
          reasonably request.  Nothing in this Agreement is intended to limit or
          require  prior notice to or approval of Lender with respect to Timet's
          issuance of Capital Stock of Timet in connection  with the exercise of
          conversion  rights by the  holders of BUCS or New  Preferred  Stock in
          accordance with the terms of the BUCS or New Preferred Stock."

     3.5 Change in Business. The reference to the clause "Capital Stock of Timet
or BUCS" in Section  9.16(b)  of the Loan  Agreement  is hereby  amended to read
"Capital  Stock of Timet,  or BUCS or New  Preferred  Stock." The second to last
sentence  in Section  9.16(b)  of the Loan  Agreement  is hereby  deleted in its
entirety and replaced with the following:

          "TFMC shall not engage in any business or  commercial  activity or own
          or hold any assets or properties  otherwise prohibited by the terms of
          this Agreement."

Section  4.  Representations  and  Warranties.  In  addition  to the  continuing
representations  and  warranties  heretofore or hereafter  made by Borrowers and
Guarantors to Lender pursuant to the other Financing  Agreements,  each Borrower
and Guarantor hereby represents and warrants to Lender as follows (the truth and
accuracy of such  representations  and warranties are a continuing  condition of
the making of Loans and  providing  Letter of Credit  Accommodations  by Lender,
shall  survive  the  execution  and  delivery of  Amendment  No. 4, and shall be
incorporated into and made a part of the Financing Agreements:

     4.1 BUCS Exchange Offer; New Preferred Stock.

          (a) Upon the issuance of the New Preferred  Stock in  accordance  with
the BUCS Exchange Offer,  the New Preferred Stock shall have been fully paid and
non-assessable, free and clear of all claims, liens, pledges and encumbrances of
any kind arising by or through Timet.

          (b) Upon the issuance of the New Preferred  Stock in  accordance  with
the BUCS Exchange Offer, no court of competent jurisdiction will have issued any
injunction,  restraining order or other order which would prohibit  consummation
of the BUCS Exchange  Offer or the  transactions  described in the BUCS Exchange
Offer Registration Statement, and no governmental action or proceeding will have
been  threatened  or  commenced  and  remain  pending  seeking  any  injunction,
restraining  order or other order which would seek to void or  otherwise  modify
the BUCS Exchange Offer or the transactions described in the BUCS Exchange Offer
Registration Statement.

          (c) Upon the issuance of the New Preferred  Stock in  accordance  with
the BUCS Exchange Offer,  neither the issuance and delivery of the New Preferred
Stock  nor  the  consummation  of the  transactions  therein  contemplated,  nor
compliance with the provisions  thereof or the BUCS Exchange Offer  Registration
Statement  (i)  will  have  violated  or will  violate  any  applicable  laws or
regulations or any order or decree of any court or governmental  instrumentality
in any respect,  or (ii) after giving  effect to the  consents  hereunder,  will
conflict with or result in the breach of, or constitute a default in any respect
under, any indenture,  mortgage, deed of trust, security agreement, agreement or

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instrument  to which any  Borrower or Guarantor is a party or by which it or any
of its  assets  may be  bound,  or  (iii)  will  violate  any  provision  of the
Certificate  of  Incorporation,  By-Laws or other  organization  document of any
Borrower or Guarantor.

          (d) Borrowers  have  delivered,  or caused to be delivered,  to Lender
true,  correct  and  complete  copies of the BUCS  Exchange  Offer  Registration
Statement (as in effect on the date hereof).

     4.2 Freedom  Forge Bonds.  Lender has received  true,  correct and complete
copies of the Freedom Forge Bonds.

     4.3 No Default.  No Event of Default or act,  condition or event which with
notice or passage of time or both would constitute an Event of Default exists or
has occurred and is continuing on the date of this Amendment No. 4.

     4.4  Corporate  Power and  Authority.  This  Amendment  No. 4 has been duly
executed  and  delivered  by each  Borrower  and  Guarantor  and, if  necessary,
approved by their respective shareholders, and is in full force and effect as of
the  date of this  Amendment  No.  4. The  agreements  and  obligations  of each
Borrower and Guarantor contained in this Amendment No. 4 constitute legal, valid
and binding obligations of such Borrower and Guarantor  enforceable against such
Borrower and Guarantor in accordance with their respective terms.

     4.5 Consents.  No action of, or filing with, or consent of any governmental
authority  and no  approval  or  consent  of any other  party,  is  required  to
authorize, or is otherwise required in connection with, the execution,  delivery
and performance of Amendment No. 4.

Section 5. Conditions Precedent. The effectiveness of this Amendment No. 4 shall
be subject to, Lender having  received,  in form and substance  satisfactory  to
Lender, each duly authorized,  executed and delivered by the parties thereto (if
applicable):

     5.1 an original of this Amendment No. 4; and

     5.2 true, correct and complete copy of the BUCS Exchange Offer Registration
Statement (as of the date hereof).

     Section 6. Additional Agreements.

Each Borrower and Guarantor  hereby agrees that, in addition to all other terms,
conditions  and  provisions set forth in the other  Financing  Agreements,  such
Borrower or Guarantor shall cause to be delivered to Lender, a Certificate, duly
authorized  executed  and  delivered  by the Chief  Financial  Officer  of Timet
substantially  in the form of the  certificate  attached hereto as Exhibit B, in
form and substance  satisfactory  to Lender,  by no later than five (5) Business
Days following the consummation of the BUCS Exchange Offer.

Section 7. Provisions of General Application.

     7.1 Effect of this Amendment.  Except as modified pursuant hereto, no other
changes or modifications to the Financing Agreements are intended or implied and
in all other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To


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the extent of conflict  between the terms of this  Amendment No. 4 and the other
Financing Agreements,  the terms of this Amendment No. 4 shall control. The Loan
Agreement and this Amendment No. 4 shall be read and construed as one agreement.

     7.2 Additional Events of Default.  The parties hereto acknowledge,  confirm
and agree  that the  failure  of  Borrowers  or  Guarantors  to comply  with the
covenants,  conditions and agreements contained herein shall constitute an Event
of Default under the Financing  Agreements (subject to the applicable notice and
cure period,  if any, with respect thereto provided for in the Loan Agreement as
in effect on the date hereof).

     7.3 Further  Assurances.  The parties hereto shall execute and deliver such
additional  documents  and take such  additional  action as may be  necessary or
desirable to effectuate the provisions and purposes of this Amendment No. 4.

     7.4  Governing  Law.  The rights and  obligations  hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of Texas.

     7.5 Binding Effect. This Amendment No. 4 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

     7.6 Survival of Representations  and Warranties.  All  representations  and
warranties  made in this  Amendment  No. 4 or any other  document  furnished  in
connection with this Amendment No. 4 shall survive the execution and delivery of
this Amendment No. 4 and the other documents,  and no investigation by Lender or
any closing  shall affect the  representations  and  warranties  or the right of
Lender to rely upon them.

     7.7  Counterparts.  This  Amendment  No. 4 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.







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                                       9
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 4 to
be duly executed and delivered by their  authorized  officers as of the date and
year first above written.

                              TITANIUM METALS CORPORATION

                              By: /s/ B. P. Inglis
                                  ------------------------------------------
                                  Title: V. P. Finance and Corporate Controller


                              TITANIUM HEARTH TECHNOLOGIES, INC.

                              By: /s/ B. P. Inglis
                                  -------------------------------------------
                              Title: V. P. Finance and Corporate Controller


                              TMCA INTERNATIONAL, INC.

                              By: /s/ B. P. Inglis
                                  ------------------------------------------
                              Title: V. P. Finance and Corporate Controller



                              TIMET MILLBURY CORPORATION

                              By: /s/ B. P. Inglis
                                  -----------------------------------------
                              Title: V. P. Finance and Corporate Controller



                              TIMET CASTINGS CORPORATION

                              By: /s/ B. P. Inglis
                                  -----------------------------------------
                              Title: V. P. Finance and Corporate Controller





                       [SIGNATURES CONTINUE ON NEXT PAGE]

                                       10
<PAGE>



                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                              TIMET FINANCE MANAGEMENT
                                      COMPANY

                              By: /s/ Greg Swalwell
                                  ---------------------------------------
                              Title: Vice President & Treasurer



AGREED TO:
---------

CONGRESS FINANCIAL CORPORATION
         (SOUTHWEST)

By:  /s/ Kenneth Sepp

Title:  Senior Vice President




























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