Execution


                               AMENDMENT NO. 2 TO
                           LOAN AND SECURITY AGREEMENT

     AMENDMENT  dated  as of  October  23,  2002 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 and as the same now  exists  and 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  Definition.  As used herein,  the following term shall have
the  meanings  given to it below and the Loan  Agreement  shall be deemed and is
hereby  amended to include,  in addition and not in  limitation,  the  following
definition:

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<PAGE>

     "Amendment  No. 2" shall mean this Amendment No. 2 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.

     1.2 Amendments to Definitions.

               (a) The  definition  of  "Equipment  Availability"  set  forth in
          Section 1.28 of the Loan  Agreement is hereby  deleted in its entirety
          and replaced with the following:

               ""Equipment  Availability"  shall mean, as to Borrowers,  (a) for
               the period from the date hereof  through and  including  February
               28,  2003,  the  amount  equal to  $30,890,000,  provided,  that,
               commencing on March 1, 2000 and  continuing  through  February 1,
               2003, such amount shall be reduced  effective as of the first day
               of each  month by an  amount  equal to  $429,028  and (b) for the
               period from March 1, 2003 and at all times thereafter, the amount
               equal to the Equipment Availability pursuant to subsection (a) of
               this   definition  as  of  February  28,  2003  (the   "Remaining
               Balance"),  provided,  that,  commencing  on March 1,  2003,  the
               Remaining  Balance shall be reduced effective as of the first day
               of each month by an amount equal to the Remaining Balance divided
               by seventy-two (72)."

               (b) The definition of "Maximum  Credit" set forth in Section 1.60
          of the Loan  Agreement is hereby  deleted in its entirety and replaced
          with the following:

               ""Maximum  Credit" shall mean  $90,000,000 and Borrowers may from
               time to time after the date  hereof,  at their  option,  increase
               such amount; provided, that, as to any such increase, each of the
               following  conditions shall be satisfied as determined by Lender:
               (a) after  giving  effect to all of such  increases,  in no event
               shall the Maximum  Credit exceed  $125,000,000,  (b) any increase
               shall be in an amount not less than  $10,000,000  or an  integral
               multiple  thereof  (except  that if the  Maximum  Credit has been
               increased  to  $120,000,000,  then in an  amount  not  less  than
               $5,000,000),  (c) Lender  shall have  received a written  request
               from  Borrowers,  in form and substance  satisfactory  to Lender,
               requesting  such  increase  and  specifying  the  amount  of  the
               increase  requested in accordance with the terms hereof,  (d) any
               increase  shall be effective on the date  specified in the notice
               from Lender to Borrowers that each of the conditions set forth in
               this  Section  1.60  with  respect  to  such  increase  has  been
               satisfied,  (e) as to  each  such  increase,  Lender  shall  have
               received,  from a financial  institution  acceptable to Lender, a

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<PAGE>

               participation agreement and any such other agreements,  documents
               and instruments  requested by Lender,  each in form and substance
               reasonably satisfactory to Lender, duly authorized,  executed and
               delivered  by such  financial  institution  with  respect  to the
               purchase  by such  financial  institution  of an  interest in the
               Loans and Letter of Credit  Accommodations  in the amount of such
               increase,  (f)  Lender  shall  have  received,  in cash or  other
               immediately  available funds, the fee in respect of such increase
               in an amount acceptable to Lender, and (g) 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."

     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. 2.

Section 2.  Amendments to Loan Agreement.

     2.1  Adjusted  Net  Worth.  Section  9.18 of the Loan  Agreement  is hereby
deleted in its entirety and replaced with the following:

               "Section 9.18 Adjusted Net Worth.

                    (a) At any time  during  the period  commencing  on the date
               hereof  through and  including  February 25,  2003,  on and after
               Excess  Availability  (which for  purposes of this  Section  9.18
               shall be  determined  without  regard to the  Maximum  Credit) is
               equal to or less than  $35,000,000,  Timet  shall,  at all times,
               maintain Adjusted Net Worth of not less than $347,000,000.

                    (b) At any time after February 25, 2003, on and after Excess
               Availability  (which for  purposes of this  Section 9.18 shall be
               determined  without regard to the Maximum  Credit) is equal to or
               less  than  $30,000,000,  Timet  shall,  at all  times,  maintain
               Adjusted Net Worth of not less than $300,000,000."

     2.2 Term.

     (a) Section  12.1(a) of the Loan  Agreement is hereby amended to delete the
reference  to "three (3) years" in the third line of the first  sentence of such
section and to replace it with "six (6) years".

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<PAGE>

     (b)  Section  12.1(c)(i)  through  (iii) of the Loan  Agreement  is  hereby
deleted in its entirety and replaced with the following:

                   "Amount                                Period
     (i)   One (1%) percent of            From the date hereof to and including
           the Maximum Credit as in       the fourth anniversary of the date
           effect on the date of such     hereof
           termination
     (ii)  One-half (1/2%) percent        From the fourth anniversary of the
           of the Maximum Credit as       date hereof to and including the fifth
           in effect on the date of       anniversary of the date hereof
           such termination
     (iii) One-quarter (1/4%) percent     From the fifth anniversary of the date
           of the Maximum Credit as       hereof to but not including the sixth
           in effect on the date of       anniversary of the date hereof."
           such termination


     Section 3.  Representations,  Warranties and Covenants.  In addition to the
continuing  representations,  warranties  and covenants  heretofore or hereafter
made by  Borrowers  and  Guarantors  to Lender  pursuant to the other  Financing
Agreements,  each  Borrower  and  Guarantor  hereby  represents,   warrants  and
covenants with and to Lender as follows (which  representations,  warranties and
covenants  are  continuing  and shall  survive  the  execution  and  delivery of
Amendment No. 2 and shall be incorporated  into and made a part of the Financing
Agreements):

     3.1 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  shall
exist or have occurred and be continuing on the date of this Amendment No. 2.

     3.2  Corporate  Power and  Authority.  This  Amendment  No. 2 has been duly
executed and  delivered by each  Borrower and Guarantor and is in full force and
effect as of the date of this Amendment No. 2 and the agreements and obligations
of each Borrower and Guarantor  contained  herein  constitute  legal,  valid and
binding  obligations  of such  Borrower and Guarantor  enforceable  against such
Borrower and Guarantor in accordance with their respective terms.

     3.3 Consents. Borrowers and Guarantors have received all necessary consents
and  approvals  of  third  parties  to the  transactions  contemplated  by  this
Amendment No. 2.

     3.4 Additional Item to Be Delivered.  Borrowers and Guarantors hereby agree
that, in addition to all other terms, conditions and provisions set forth in the
other Financing  Agreements,  Borrowers and Guarantors shall deliver or cause to
be delivered to Lender,  an original of Amendment No. 1 to Trademark  Collateral

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<PAGE>


Assignment and Security Agreement,  by and between Timet and Lender with respect
to all of the trademarks used by the Timet Automotive  division of Timet ("Timet
Automotive  Trademarks"),  duly authorized,  executed and delivered by Timet, in
the form attached hereto as Exhibit B, not later than twenty (20) days after the
date  that  any  application  for  the  registration  of  any  Timet  Automotive
Trademarks is filed by Timet with the United States Patent and Trademark  Office
or any similar office or agency in the United States.

     3.5 Payment Upon  Reduction of Maximum  Credit.  Borrowers  and  Guarantors
hereby agree that, in addition to all other terms, conditions and provisions set
forth in the other Financing  Agreements,  on date hereof, in the event that the
outstanding Loans and Letter of Credit  Accommodations exceed the Maximum Credit
as reduced on the date of hereof  pursuant to Section 1.2(b)  hereof,  Borrowers
shall immediately  repay Lender,  automatically and without notice or demand, an
amount equal to the entire amount of such excess.

     Section 4. Conditions  Precedent.  The  effectiveness of the amendments and
waiver contained herein 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):

     4.1 an original of this Amendment No. 2,

     4.2 payment in full, in cash or other  immediately  available funds, of the
amount required, if any, pursuant to Section 3.5 hereof, and

     4.3 an original of the letter  agreement,  dated of even date herewith,  by
and among  Borrowers,  Guarantors and Lender in the form of the letter agreement
attached hereto as Exhibit A.

     Section 5. Provisions of General Application

     5.1 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
the extent of conflict  between the terms of this  Amendment No. 2 and the other
Financing Agreements,  the terms of this Amendment No. 2 shall control. The Loan
Agreement and this Amendment No. 2 shall be read and construed as one agreement.

     5.2 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).

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<PAGE>


     5.3 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. 2.

     5.4  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.

     5.5 Binding Effect. This Amendment No. 2 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

     5.6 Survival of Representations  and Warranties.  All  representations  and
warranties  made in this  Amendment  No. 2 or any other  document  furnished  in
connection with this Amendment No. 2 shall survive the execution and delivery of
this Amendment No. 2 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.

     5.7  Counterparts.  This  Amendment  No. 2 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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     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 2 to
be duly executed and delivered by their  authorized  officers as of the date and
year first above written.

                                        TITANIUM METALS CORPORATION


                                        By: /s/ Mark A. Wallace
                                        -------------------------------------


                                        Title: Chief Financial Officer and
                                        -------------------------------------
                                        Executive Vice President
                                        -------------------------------------

                                        TITANIUM HEARTH TECHNOLOGIES, INC.


                                        By: /s/ Mark A. Wallace
                                        -------------------------------------


                                        Title: Vice President
                                        -------------------------------------


                                        TMCA INTERNATIONAL, INC.


                                        By:  /s/ Mark A. Wallace
                                        -------------------------------------


                                        Title: Vice President
                                        -------------------------------------


                                        TIMET MILLBURY CORPORATION


                                        By:  /s/ Mark A. Wallace
                                        -------------------------------------


                                        Title: Vice President
                                        -------------------------------------


                                        TIMET CASTINGS CORPORATION


                                        By:  /s/ Mark A. Wallace
                                        -------------------------------------


                                        Title: Vice President
                                        -------------------------------------




                       [SIGNATURES CONTINUE ON NEXT PAGE]
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                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                                        TIMET FINANCE MANAGEMENT COMPANY


                                        By: /s/ Victoria L. Garrett
                                        -------------------------------------


                                        Title: President
                                        -------------------------------------



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

CONGRESS FINANCIAL CORPORATION (SOUTHWEST)

By: /s/ Mark M. Galovic, Jr.
-------------------------------------


Title: Vice President
-------------------------------------

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<PAGE>


                                    EXHIBIT A
                                       TO
                                 AMENDMENT NO. 2

                       Form of Amendment No. 2 Fee Letter


                                  See Attached

                                     - 9 -

<PAGE>

                                    EXHIBIT B
                                       TO
                                 AMENDMENT NO. 2

                           Form of Amendment No. 1 to
             Trademark Collateral Assignment and Security Agreement


                                  See Attached

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