Exhibit 10.1


                               AMENDMENT NO. 5 TO
                           LOAN AND SECURITY AGREEMENT


     THIS AMENDMENT NO. 5 TO LOAN AND SECURITY  AGREEMENT dated and effective as
of  June  30,  2005  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 Wachovia
Bank,   National   Association,   successor  by  merger  to  Congress  Financial
Corporation (Southwest) ("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,  Amendment  No. 3 to Loan and Security  Agreement  dated as of
March 18, 2004 and  Amendment No. 4 to Loan and Security  Agreement  dated as of
June 2, 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  Definition.  As used herein,  the following term shall have
the  meaning  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:


557873.3

<PAGE>


          "Amendment  No.  5" shall  mean this  Amendment  No. 5 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 Amendment to Definitions.

          (a) The definition of "Inventory Loan Limit" set forth in Section 1.55
     of the Loan  Agreement is hereby  deleted in its entirety and replaced with
     the following:

          "1.55 `Inventory Loan Limit' shall mean $95,000,000."

          (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:

          "1.60 `Maximum Credit' shall mean $125,000,000."

     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. 5.

Section 2. Amendment to Loan Agreement.

     2.1  Indebtedness.  Section  9.9(d)(iii)  is hereby amended by deleting all
references to  "$25,000,000"  in clause (A) of such Section and  replacing  each
reference with "$10,000,000".

     2.2 Dividends and  Redemptions.  Section  9.11(k) of the Loan  Agreement is
hereby amended by deleting all of the references to "$25,000,000"  and replacing
each reference with "$10,000,000".

     2.3  Excess  Availability.  Section  9.22 of the Loan  Agreement  is hereby
amended in its entirety to read as follows:


          "9.22 Excess  Availability.  Borrowers  shall have at all times Excess
     Availability of not less than 10,000,000."


Section  3.  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. 5, 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 exists or
has occurred and is continuing on the date of this Amendment No. 5.




557873.3
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<PAGE>


     3.2  Corporate  Power and  Authority.  This  Amendment  No. 5 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.  5. The  agreements  and  obligations  of each
Borrower and Guarantor contained in this Amendment No. 5 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.  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. 5.

Section 4. Conditions Precedent. The effectiveness of this Amendment No. 5 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. 5; and

     4.2 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 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. 5 and the other
Financing Agreements,  the terms of this Amendment No. 5 shall control. The Loan
Agreement and this Amendment No. 5 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).

     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. 5.

     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. 5 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.


557873.3
                                        3

<PAGE>

     5.6 Survival of Representations  and Warranties.  All  representations  and
warranties  made in this  Amendment  No. 5 or any other  document  furnished  in
connection with this Amendment No. 5 shall survive the execution and delivery of
this Amendment No. 5 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. 5 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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557873.3
                                        4
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 5 to
be duly executed and delivered by their  authorized  officers as of the date and
year first above written.

                           TITANIUM METALS CORPORATION

                           By:  /s/ Bruce P. Inglis
                                --------------------------------------
                           Title: Vice President Finance and Corporate
                           Controller


                           TITANIUM HEARTH TECHNOLOGIES, INC.

                           By:  /s/ Bruce P. Inglis
                                --------------------------------------
                           Title: Vice President and Treasurer


                            TMCA INTERNATIONAL, INC.


                           By:  /s/ Bruce P. Inglis
                                --------------------------------------
                           Title: Vice President and Treasurer


                           TIMET MILLBURY CORPORATION


                           By:  /s/ Bruce P. Inglis
                                --------------------------------------
                           Title: Vice President and Treasurer


                           TIMET CASTINGS CORPORATION

                           By:  /s/ Bruce P. Inglis
                                --------------------------------------
                           Title: Vice President and Treasurer




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557873.3
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<PAGE>



                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                            TIMET FINANCE MANAGEMENT
                                     COMPANY

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




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

WACHOVIA BANK, NATIONAL ASSOCIATION,
successor by merger to Congress Financial Corporation (Southwest)

By:  /s/ M. Galovic Jr.
     --------------------------------------
Title: Vice President




557873.3
                                        6
<PAGE>



                                    EXHIBIT A
                                       TO
                                 AMENDMENT NO. 5

                           Amendment No. 5 Fee Letter


                                 [See Attached]




557873.3
                                       B-1