EXECUTION


                               AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

     AMENDMENT  dated as of  September  7,  2001 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 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 Definitions.  As used herein, the following terms shall have
the  respective  meanings  given to them below and the Loan  Agreement  shall be
deemed and is hereby amended to include, in addition and not in limitation, each
of the following definitions:

<PAGE>

     (a)  "Amendment  No.  1" shall  mean this  Amendment  No. 1 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.

     (b)  "Deposit  Account  Control  Agreement"  shall  mean a Deposit  Account
Control  Agreement by and among Lender, a Borrower or Restricted  Subsidiary (as
applicable), and the financial institution which maintains a deposit account for
such Borrower and Restricted Subsidiary, as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced.

     (c)  "Investment  Property  Control  Agreement"  shall  mean an  Investment
Property  Control  Agreement  by and among  Lender,  a  Borrower  or  Restricted
Subsidiary (as  applicable),  and the financial  institution  which  maintains a
securities account for such Borrower and Restricted Subsidiary,  as the same now
exists or may hereafter be amended, modified,  supplemented,  extended, renewed,
restated or replaced.

     1.2 Amendment to Definition.  The definition of "Excess Availability" shall
be deleted in its entirety and replaced as follows:

           "Excess  Availability"  shall mean the amount, as determined
      by Lender,  calculated at any time,  equal to: (a) the lesser of:
      (i) the Borrowing Base and (ii) the Maximum Credit, minus (b) the
      sum  of:  (i) the  amount  of all  then  outstanding  and  unpaid
      Obligations   plus  (ii)  the   aggregate   amount  of  all  then
      outstanding  and unpaid trade  payables and other  obligations of
      Borrowers which are more than sixty (60) days past due as of such
      time  (unless  the trade  payable  or other  obligation  is being
      contested in good faith),  including  the amount of checks issued
      by Borrowers to pay trade  payables and other  obligations  which
      are more than sixty  (60) days past due as of such time,  but not
      yet  sent.  So long as  Lender  is only  receiving  reports  with
      respect to sales made,  credits issued and cash received pursuant
      to  Section  7.1(a)(i)  every  month,  reports  with  respect  to
      Inventory  pursuant to Section  7.1(a)(ii) every month and agings
      of the  accounts  payable  pursuant to Section  7.1(a)(ii)  every
      month,   the   Borrowing   Base  used  for   determining   Excess
      Availability  at any time shall be calculated  based on the sales
      made, credits issued and cash received as of the end of each such
      immediately  preceding  month and  Inventory as of the end of the
      immediately  preceding month and the outstanding and unpaid trade
      payables  which  are  more  than  sixty  (60)  days  past due for
      purposes of determining Excess  Availability at any time shall be
      based on such  agings of  accounts  payable  as of the end of the
      immediately  preceding  month.  If Lender does not receive any of
      the reports or agings referred to above,  the Borrowing Base used

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<PAGE>

      for determining  Excess  Availability shall be calculated in such
      other manner as Lender may determine,  without limiting any other
      rights or remedies of Lender."

     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. 1.

Section 2. Amendments to Loan Agreement.
           ----------------------------

     2.1 Collateral Reporting. Section 7.1(a)(i) of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:

           "(i) as soon as possible after the end of each month (but in
      any event within ten (10) Business Days after the end thereof) so
      long as Excess  Availability is greater than  $40,000,000 or more
      frequently  as Lender  may  reasonably  request  at any time that
      Excess  Availability  is equal  to or less  than  $40,000,000,  a
      schedule of sales made,  credits  issued and cash  received  (and
      including information with respect to Accounts owing by ValTimet,
      Accounts  owing by  account  debtors  located  other  than in the
      United  States of America and  Accounts  subject to bill and hold
      arrangements);"

     2.2 Inventory  Covenants.  Section  7.3(d) of the Loan  Agreement is hereby
deleted in its entirety and replaced with the following:

           "(d) upon  Lender's  request,  at any time after  August 30,
      2000, each Borrower shall, at its expense, deliver or cause to be
      delivered to Lender  written  appraisals  as to the  Inventory in
      form,  scope  and  methodology  acceptable  to  Lender  and by an
      appraiser  acceptable  to  Lender,  addressed  to Lender and upon
      which  Lender is  expressly  permitted to rely (and to the extent
      possible,  Lender shall use  reasonable  efforts to have the same
      appraisal firm as had previously done appraisals of the Inventory
      of Borrowers conduct any such subsequent  appraisals,  so long as
      it does not result in any material delay)  provided,  that (i) so
      long as Excess  Availability  is greater than  $40,000,000 and no
      Event of Default exists and is  continuing,  Lender may only make
      one such request in any twelve (12) consecutive month period; and
      (ii) at any time  Excess  Availability  is equal to or less  than
      $40,000,000  Lender  may make such  request no more than twice in
      any twelve (12) month  period;  and (iii) on or after an Event of
      Default  exists  and  is  continuing,

                                       3
<PAGE>

      Lender may request such additional  appraisals as Lender may deem
      necessary or desirable;"

     2.3   Sale   of   Assets,   Consolidation,    Merger,   Dissolution,   Etc.


     (a) Section  9.7(b)(ii) of the Loan  Agreement is hereby  amended to delete
the reference to $750,000 contained therein and replace it with "$1,000,000".

     (b) Section  9.7(b) of the Loan  Agreement  is hereby  amended to add a new
Section 9.7(b)(xvi) as follows:

          "(xvi) the sale by TIMET Millbury of the Equipment listed on
     Exhibit A to Amendment No. 1 so long as (i) the proceeds, if any,
     of such sale are paid to Lender for application to the Prime Rate
     Loans (without any permanent reduction in the Maximum Credit as a
     result  of  such  application)  or if no  Prime  Rate  Loans  are
     outstanding  as of the date of such sale,  such proceeds shall be
     delivered to TIMET,  subject to applicable  law or court order or
     order  of any  governmental  authority,  (ii)  such  sales do not
     involve any Equipment  included in the Borrowing Base as a result
     of the most recent acceptable appraisal of Equipment delivered by
     Borrowers  to  Lender   pursuant  to  Section  7.4  of  the  Loan
     Agreement,  and  (iii) as of the date of such  sale,  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;"

     2.4  Indebtedness.  Section  9.9(g)(iii)  of the Loan  Agreement  is hereby
amended to delete the reference to "$5,000,000" contained therein and replace it
with "$25,000,000".

     2.5 Loans and Investments, Etc.

          (a) Section  9.10(b) of the Loan  Agreement  is hereby  deleted in its
entirety and replaced with the following:

               "(b)   investments   in  cash  or  Cash   Equivalents,
          provided, that,

                    (i) no Loans are then outstanding, except that,

                              (A) notwithstanding  that any Loans are
     outstanding, (1) Borrowers or any Restricted Subsidiary may from
     time to time in the ordinary course of business  consistent with
     the current practices of Borrowers or such Restricted Subsidiary
     as of

                                       4
<PAGE>

    the date hereof have Cash  Equivalents  consisting  of  overnight
    investments  purchased with amounts  received by such Borrower in
    the Blocked Accounts (or in the case of a Restricted  Subsidiary,
    the applicable bank account), in each case to the extent required
    as part of the cash  management  of Borrowers or such  Restricted
    Subsidiary  so  long  as  the  aggregate   amount  of  such  Cash
    Equivalents  does not  exceed  $1,000,000  at any  time,  and (2)
    Borrowers or any  Restricted  Subsidiary may from time to time in
    the  ordinary  course of  business  consistent  with the  current
    practices of Borrowers or such  Restricted  Subsidiary  as of the
    date hereof make deposits of cash or other immediately  available
    funds in operating demand deposit accounts used for disbursements
    to the extent  required  to provide  funds for  amounts  drawn or
    anticipated  to be drawn  shortly on such accounts and such funds
    may  be  held  in  Cash   Equivalents   consisting  of  overnight
    investments  until  so  drawn  (so  long as such  funds  and Cash
    Equivalents  are not held more than five (5)  Business  Days from
    the  date  of the  initial  deposit  thereof  and  do not  exceed
    $1,000,000  at any  time)  and (3)  TFMC  may  hold  cash or Cash
    Equivalents  purchased with amounts received by TFMC constituting
    payment  in  respect  of  Indebtedness  owing by  certain  of its
    Affiliates to it, so long as such funds and Cash  Equivalents are
    not held for more  than five (5)  Business  Days from the date of
    the initial  deposit  thereof,  and TFMC shall  promptly use such
    funds only to make loans,  dividends,  capital  contributions  or
    other payments to a Borrower, and

                              (B)  notwithstanding   that  Eurodollar
     Rate  Loans  are   outstanding,   Borrowers  or  any  Restricted
     Subsidiary  may  from  time to time in the  ordinary  course  of
     business  consistent with the current  practices of Borrowers or
     such Restricted  Subsidiary as of the date hereof,  have cash or
     Cash  Equivalents  so long as Excess  Availability  shall be not
     less  than  $60,000,000  at  all  times  that  Borrowers  or any
     Restricted Subsidiary has such cash or Cash Equivalents, and

                    (ii) as to any of the  foregoing,  promptly  upon
     Lender's  request  or at any time such cash or Cash  Equivalents
     exceed  $5,000,000 in the aggregate,  Borrowers  shall take such
     actions  as are  deemed  necessary  by  Lender  to  perfect  the
     security interest of Lender in such investments  including,  but
     not limited to,

                              (A)  as  to  any  securities  accounts,
     investment accounts and similar accounts, the delivery to Lender
     of an

                                       5
<PAGE>

    Investment  Property  Control  Agreement  with  respect  to  such
    account in which any of such cash or Cash  Equivalents may at any
    time be deposited, credited or held, duly authorized executed and
    delivered by the Borrower or Restricted Subsidiary which owns the
    account and the assets therein and the security  intermediary and
    other financial institution where such account is maintained and

                              (B)  as to  any  deposit  account,  the
     delivery to Lender of a Deposit Account  Control  Agreement with
     respect  to such  account  in  which  any of  such  cash or Cash
     Equivalents may at any time be deposited, credited or held, duly
     authorized  executed and delivered by the Borrower or Restricted
     Subsidiary which owns the account and the assets therein and the
     financial institution where such deposit account is maintained."

     (b) Sections  9.10(d) and (e) of the Loan Agreement are each hereby amended
to delete the reference to "$10,000,000"  contained  therein and to replace each
of such references with "$25,000,000".

     (c)  Section  9.10 of the Loan  Agreement  is hereby  amended to change the
punctuation at the end of such Section from a period to a semicolon  followed by
"and" and to add a new Section 9.10(o) thereto on the end thereof as follows:

         "(o) loans and advances to, investments in, and purchases or
    repurchases  of  Capital  Stock  or  Indebtedness  of  all  or  a
    substantial  part of the assets of, any Restricted  Subsidiary or
    Unrestricted Subsidiary by Timet and/or any Restricted Subsidiary
    (in addition to all such transactions  otherwise  permitted under
    other subsections of this Section 9.9) provided,  that, except as
    Lender may otherwise agree, (i) at any time, the aggregate amount
    of all such loans and advances to,  investments in, and purchases
    or  repurchases  of  Capital  Stock or  Indebtedness  of all or a
    substantial  part of the assets of, any Restricted  Subsidiary or
    Unrestricted Subsidiary by Timet and/or any Restricted Subsidiary
    in the  aggregate  outstanding  at such  time,  shall not  exceed
    $20,000,000,  (ii) in the case of loans of money or property,  in
    an amount in excess of $1,000,000, the original of any promissory
    note or other  instrument  evidencing  the  Indebtedness  arising
    pursuant  to such  loans  shall be  delivered,  or  caused  to be
    delivered,  to  Lender,  at  Lender's  option,  together  with an
    appropriate endorsement,  provided, that, at Lender's option, all
    promissory  notes or other  instruments  evidencing  Indebtedness
    arising  pursuant  to loans of money or  property  in any  amount
    shall be delivered, or caused to be delivered to Lender, together
    with an appropriate endorsement,

                                       6
<PAGE>

    promptly upon Lender's request,  (iii) as of the date of any such
    loan,  advance or  investment  and after  giving  effect  thereto
    Excess  Availability  shall be not less  than  $60,000,000,  (iv)
    Lender shall have  received  (A) not less than ten (10)  Business
    Days' prior written  notice  thereof  setting forth in reasonable
    detail  the  nature  and terms  thereof,  (B) true,  correct  and
    complete  copies of all  agreements,  documents  and  instruments
    relating  thereto  and (C) such other  information  with  respect
    thereto as Lender may reasonably request;  and (v) as of the date
    of any such loan,  advance or investment  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."

     2.6 Dividends and Redemptions. Section 9.11 of the Loan Agreement is hereby
amended to change the  punctuation at the end of such Section from a period to a
semicolon  followed by "and" and to add a new Section 9.11(h) thereto on the end
thereof as follows:

                    "(h)  Timet may pay  dividends  in respect of its
     Capital  Stock;  provided,  that,  as to  any  payment  of  such
     dividends:

                    (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 $40,000,000,

                    (iii) the  aggregate  amount of all  payments  of
     such  dividends  shall not exceed  $10,000,000  in any  calendar
     year,

                    (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."

                                       7
<PAGE>

     2.7  Transactions  with  Affiliates.  Section 9.12 of the Loan Agreement is
hereby  amended  to change the  punctuation  at the end of such  Section  from a
period to a semicolon  followed by "or" and to add a new Section 9.12(c) thereto
on the end thereof as follows:

         "(c) make loans,  advances or  investments in any Restricted
    Subsidiary or Unrestricted  Subsidiary in accordance with Section
    9.10(o) hereof."

     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.1 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. 1.

     3.2  Corporate  Power and  Authority.  This  Amendment  No. 1 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. 1 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. 1.

     Section 4. Condition  Precedent.  The  effectiveness  of the amendments and
waiver contained herein shall be subject to, Lender having received, in form and
substance  satisfactory  to Lender,  an original of this  Amendment  No. 1, duly
authorized, executed and delivered by each Borrower and Guarantor.

     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. 1 and the other
Financing Agreements,  the terms of this Amendment No. 1 shall control. The Loan
Agreement and this Amendment No. 1 shall be read and construed as one agreement.

                                       8
<PAGE>

     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  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. 1.

     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. 1 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. 1 or any other  document  furnished  in
connection with this Amendment No. 1 shall survive the execution and delivery of
this Amendment No. 1 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. 1 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.



                                       9
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 1 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
                                  ----------------------
                                        Mark A. Wallace
                               Title:   Chief Financial Officer


                               TITANIUM HEARTH TECHNOLOGIES, INC.

                               By:   /s/ Mark A. Wallace
                                  ----------------------
                                        Mark A. Wallace
                               Title:   Vice President


                               TMCA INTERNATIONAL, INC.

                               By:   /s/ Mark A. Wallace
                                  ----------------------
                                        Mark A. Wallace
                               Title:   Vice President


                               TIMET MILLBURY CORPORATION

                               By:   /s/ Mark A. Wallace
                                  ----------------------
                                        Mark A. Wallace
                               Title:   Vice President


                               TIMET CASTINGS CORPORATION

                               By:   /s/ Mark A. Wallace
                                  ----------------------
                                        Mark A. Wallace
                               Title:   Vice President


                       [SIGNATURES CONTINUE ON NEXT PAGE]


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<PAGE>

                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                               TIMET FINANCE MANAGEMENT
                                        COMPANY

                               By:   /s/ Susan E. Alderton
                                  ------------------------
                                        Susan E. Alderton
                               Title:   Vice President



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

CONGRESS FINANCIAL CORPORATION
         (SOUTHWEST)

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

Title: Vice President