<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>3
<FILENAME>exhibit9.txt
<DESCRIPTION>EXHIBIT 9, CIX, 070604
<TEXT>
                                                                       Exhibit 9
                                                                       ---------

                                 PROMISSORY NOTE
                                 ---------------

$30,000,000.00                                              November 5, 2001
                                                            Wilmington, Delaware


     For value  received and  intending  to be legally  bound,  TITANIUM  METALS
CORPORATION,  a Delaware  corporation  with an address of 1999  Broadway,  Suite
#4300,  Denver, CO 80202 ("Maker") promises to pay to the order of TIMET FINANCE
MANAGEMENT  COMPANY,  a Delaware  corporation,  with an address of 300  Delaware
Avenue, Ninth Floor, Wilmington, Delaware 19801 (hereinafter called "Payee"), or
such other place as Payee may designate in writing,  the principal sum of THIRTY
MILLION ($30,000,000.00) DOLLARS lawful money of the United States of America or
such lesser principal amount as may be advanced to Maker from time to time under
a revolving line of credit,  together with interest on the outstanding principal
balance hereof as set forth below.

     Payee hereby agrees to lend funds  (individually a "Revolving Credit Loan,"
and  collectively  the  "Revolving  Credit  Loans")  to Maker from time to time,
during the period from and after the date of this Promissory Note ("Note") until
the termination  hereof upon demand by Payee ("Maturity  Date"), in an aggregate
principal  amount not to exceed at any one time  outstanding  $30,000,000.  Each
Revolving  Credit Loan shall be in the face  amount of $100,000 or any  multiple
thereof.  As  requested  by Maker,  so long as Maker is not in  default  hereof,
amounts  prepaid may be  reborrowed  under this Note.  Maker shall provide Payee
with  notice of its  request for a  Revolving  Credit  Loan  advance,  and shall
provide Payee with all documentation  reasonably  requested by Payee in relation
to such advances.  The amount of each  Revolving  Credit Loan made hereunder and
all payments  made on account of the principal of this Note shall be recorded by
the Payee and the Maker in  accordance  with  their  respective  customary  past
practices.

     This Note shall be payable as follows:  (i) accrued  interest in arrears on
the outstanding  principal balance advanced  hereunder at the Applicable Rate of
Interest  (defined  below) then in effect shall be due and payable  quarterly on
the last day of each quarter thereafter until the Maturity Date; and (ii) on the
Maturity Date, a final  installment shall be due and payable which shall include
all unpaid  amounts of the  principal  balance and  interest  accrued and unpaid
thereon, and any and all other payments or amounts due under this Note.

     The "Applicable  Rate of Interest" is that rate of interest which is at all
times  equal to one percent  (1.0%) per annum  higher than the three month LIBOR
rate as reported from time to time in the column  entitled  "Money Rates" in The
Wall Street  Journal.  The Applicable Rate of Interest shall change on the first
day of each calendar quarter. When such prime rate changes on a day other than a
payment  date under this Note,  interest  for the month in which such  change or
changes  occur shall be  calculated on a per diem basis with the varying rate in
effect during each period. If any installment of principal and/or interest under
this  Note is not paid on its due date or if the Maker  fails to pay the  entire
principal  balance,  together with interest accrued thereon,  and all other sums
due under this Note on the Maturity Date,  interest shall be due on such overdue
amount (including overdue interest) from its due date to the date on which it is
paid at the rate of two percent  (2.00%) per annum above the Applicable  Rate of
Interest  but shall in no case be more than the highest  rate  permitted  by law
(the  "Default  Rate").  Such interest at the Default Rate shall (in addition to
all other  interest)  be due on each  payment  date and on the date on which the
overdue  amount  is  paid.  Interest  at the  Default  Rate  shall be due on all
interest  from the date on which it was due  until  the date on which it is paid
and any interest which is not paid at maturity  (whether  stated or accelerated)
shall be added to the principal balance of this Note on the Maturity Date.

<PAGE>

     Maker  may  prepay  the  unpaid  principal  sum  hereof in whole or in part
without prepayment charge or premium.

     In the event any of the  aforesaid  payments of interest  and/or  principal
remain unpaid  fifteen (15) days after such  payments are due,  Maker shall pay,
upon demand by Payee, a delinquency charge of one tenth of one percent (0.1%) of
the amount so overdue to cover the extra expense involved in handling delinquent
payments.  Provisions  for such  delinquency  charge  shall not be  construed to
permit Maker to make any payment  after its due date,  obligate  Payee to accept
any overdue installment, or affect Payee's rights and remedies upon default.

     Each of the following  events shall  constitute an "Event of Default" under
this Note:  (a) Maker fails to make any payment of  principal or interest or any
other sum  required  to be made under this  Note,  and such  payment is not made
within  fifteen (15) days after its due date; or (b) if Maker becomes  insolvent
or makes an assignment for the benefit of creditors; or (c) if (i) a court shall
enter a decree or order for relief in respect  of Maker in an  involuntary  case
under the Federal  Bankruptcy Code or any applicable  bankruptcy,  insolvency or
other  similar  law now or  hereafter  in effect,  or shall  appoint a receiver,
liquidator,  assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any of the  property  of Maker,  or shall  order the  winding up or
liquidation of its affairs,  and such decree or order shall remain  unstayed and
in effect for a period of sixty  (60) days;  or (ii)  Maker  shall  commence  an
action  in  bankruptcy,  insolvency,  or  under  any  other  similar  law now or
hereinafter  in effect,  or shall consent to the entry of an order for relief in
an involuntary  case under any such law, or shall consent to the  appointment of
or taking possession by a receiver,  liquidator,  assignee,  trustee, custodian,
sequestrator (or similar official) of Maker or for any part of its property;  or
(d) failure by the Maker to observe or perform any material covenant, agreement,
condition or term of this Note which remains uncured for thirty (30) consecutive
days after Maker's receipt of notice of such failure.

     At any time after occurrence of an Event of Default,  Payee may, at Payee's
option and without notice or demand, do any one or more of the following:

     (a) without  declaring the unpaid principal  balance to be due, collect all
         installments of principal  and/or interest (at the then applicable rate
         provided above to the date on which a default  occurs and,  thereafter,
         at the  Default  Rate) and all other sums due under this Note from time
         to time,  by any action  provided in this Note or provided at law or in
         equity.

<PAGE>

     (b) declare the entire unpaid principal balance of this Note, together with
         interest accrued thereon (at the then applicable rate provided above to
         the date on which a default  occurs  and,  thereafter,  at the  Default
         Rate) and all other sums due from  Maker  under this Note to be due and
         payable immediately; and/or

     (c) exercise  any other  right or remedy as may be provided in this Note or
         provided at law or in equity.

     Payment of all or any part of the indebtedness may be recovered at any time
by any one or more of the foregoing remedies.

     Whether or not the entire unpaid  principal  balance is declared to be due,
the interest rate on the unpaid  balance shall be the Default Rate from the date
on which an Event of Default  occurs  until the date on which all  defaults  are
cured or the entire unpaid  principal  balance and all other sums due under this
Note are actually received by Payee.

     In any  action  under this Note,  Payee may  recover  all costs of suit and
other  expenses in connection  with the action,  including the cost of any title
search and reasonable attorneys fees, paid or incurred by Payee.

     The  rights  and  remedies  provided  to  Payee  in this  Note  (a) are not
exclusive and are in addition to any other rights and remedies Payee may have at
law or in equity,  (b) shall be cumulative  and  concurrent,  (c) may be pursued
singly, successively or together against Maker, and/or any other security at the
sole discretion of Payee, and (d) may be exercised as often as occasion therefor
shall arise.  The failure to exercise or delay in  exercising  any such right or
remedy shall not be construed as a waiver or release thereof.

     Payee shall not be deemed,  by any act of omission or  commission,  to have
waived any of its rights or remedies  hereunder unless such waiver is in writing
and signed by Payee.  Such a written  waiver signed by Payee shall waive Payee's
rights and  remedies  only to the  extent  specifically  stated in such  written
waiver.  A waiver as to one or more  particular  Events of Default  shall not be
construed  as  continuing  or as a bar to or waiver of any right or remedy as to
another or subsequent Event of Default.

     Maker  shall  pay the  cost of any  revenue,  tax or  other  stamps  now or
hereafter  required  by law to be affixed to this Note.  Maker shall pay any and
all  taxes  imposed  upon  Payee by  reason  of this  Note or the  ownership  or
possession of this Note,  including  personal  property taxes, but excluding any
income taxes imposed by reason of income  received by Payee under this Note, and
shall  reimburse  Payee for the amount of any such taxes paid by Payee. If Maker
fails  or  refuses  or  is  not  legally  permitted  to  make  such  payment  or
reimbursement,  Payee,  may,  at its  option,  declare  the  indebtedness  to be
immediately  due  and  payable,  whereupon  Maker  shall  immediately  pay  such
principal and other sums to Payee.

<PAGE>

     Time is of the essence of each and every provision of this Note.

     The words "Payee" and "Maker" shall include the  respective  successors and
assigns of Payee and Maker, respectively. The provisions of this Note shall bind
and inure to the benefit of Payee and Maker and their respective  successors and
assigns  provided that the  provisions of this  paragraph are subject to all the
other provisions of this Note.

     As to all pronouns and other terms in this Note, the singular shall
include the plural and vice versa and any gender shall include the other two
genders, as the context may require.

     This  Note  may be  modified,  amended,  discharged  or  waived  only by an
agreement in writing  signed by the party against whom  enforcement  of any such
modification, amendment, discharge or waiver is sought.

     This Note  shall be  governed  by and  construed  according  to the laws of
Delaware, except as otherwise provided by Exhibit A attached hereto.

     All notices,  requests,  demands and other communications given pursuant to
any  provision  of this Note  shall be given in  writing  by U.S.  certified  or
registered  mail with return receipt  requested and postage  prepaid,  or by any
24-hour courier service with proof of delivery, addressed to the party for which
it is intended at the  address of that party  first  stated  above or such other
address  of which that party  shall  have  given  notice in the manner  provided
herein. Any such mail notice shall be deemed to have been given three days after
the day the notice is  deposited in the mail.  Any such courier  notice shall be
deemed to have been given on the next business day following the day on which it
is deposited with such courier for sending.

     The provisions of Exhibit A attached hereto and  incorporated  herein shall
be effective.

     This Promissory Note is a replacement note for that certain Promissory Note
from Maker to Payee dated December 22, 1999, in the original principal amount of
$30,000,000  that matured on December 31, 2000.  This Note represents a rollover
of all amounts due and owing by Maker to Payee under such prior note.

<PAGE>

     IN WITNESS  WHEREOF,  Maker has executed this Note under seal on 5 November
2001.


                             TITANIUM METALS CORPORATION
                             a Delaware corporation



                             /s/ Mark A. Wallace
                             ---------------------
                             Mark A. Wallace
                             Executive Vice President
                             and Chief Financial Officer



     Agreed and acknowledged:

     TIMET FINANCE MANAGEMENT COMPANY
     A Delaware corporation



     By: /s/ Victoria L. Garrett
         ----------------------------------
     Name:  Victoria L. Garrett
     Title:  President

<PAGE>
                                    EXHIBIT A

                            SUBORDINATION PROVISIONS

     1. The indebtedness evidenced by this instrument (herein called the "Junior
Debt") is  subordinated  and junior in right of payment to the prior  payment in
full of all Senior Debt, as defined herein.  Each holder of this instrument,  by
its  acceptance  hereof,  agrees  to and  shall be  bound by all the  provisions
hereof.

     2. As used  herein,  the term  "Senior  Debt" shall mean all  indebtedness,
obligations and  liabilities of Titanium  Metals  Corporation or Titanium Hearth
Technologies,  Inc.  (collectively,  "Borrower") arising out of or in connection
with the Loan and Security Agreement, dated as of February 25, 2000 (as amended,
restated,  extended,  supplemented  or otherwise  modified from time to time the
"Loan  Agreement"),  among  the  Borrower  and  Congress  Financial  Corporation
(Southwest) ("Congress"), including, without limitation, all principal, premium,
(if any) and interest on the  Obligations  (as defined in the Loan Agreement) of
Borrower  to  Congress,  and any and all  renewals,  extensions  and  refundings
thereof (including,  without limitation, any interest accruing subsequent to the
commencement of bankruptcy,  insolvency or similar  proceedings  with respect to
the Borrower).

     3. Upon the  occurrence  and during the  continuance of an Event of Default
(in each case, as defined in the Loan Agreement)  under the Loan Agreement,  the
Borrower will not, directly or indirectly, make or agree to make:

     (a) any payment (in cash or property,  by set-off or otherwise),  direct or
         indirect,  of or on  account  of any  principal,  premium  (if  any) or
         interest   in  respect  of  any  Junior   Debt  (or  any   indebtedness
         subordinated to any Junior Debt), and no such payment shall be accepted
         by any holder of Junior Debt; or

     (b) any redemption,  purchase or other acquisition,  direct or indirect, of
         any Junior Debt (or any indebtedness  subordinated to any Junior Debt),
         and no  holder  of  any  Junior  Debt  shall  be a  party  to any  such
         redemption, purchase or other acquisition.

     4. Upon (a) any acceleration of the principal amount due on the Junior Debt
or (b) any  payment or  distribution  of assets of the  Borrower  of any kind or
character,  whether in cash,  property  or  securities,  to  creditors  upon any
dissolution or winding up or total or partial  liquidation or  reorganization of
the Borrower,  whether  voluntary or involuntary  or in bankruptcy,  insolvency,
receivership  or other  proceedings,  then and in any such event all  principal,
premium (if any) and  interest  and all other  amounts due or to become due upon
all Senior Debt shall first be paid in full before any holder of the Junior Debt
shall be entitled to retain any assets so paid or  distributed in respect of the
Junior Debt (for principal,  premium (if any), interest or otherwise); and, upon
any such dissolution or winding up or liquidation or reorganization, any payment
or distribution  of assets of the Borrower of any kind or character,  whether in
cash,  property or securities,  to which the holders of the Junior Debt would be
entitled,  except as otherwise provided herein, shall be paid by the Borrower or
by any receiver,  trustee in  bankruptcy,  liquidating  trustee,  agent or other
person,  corporation,  partnership  or  other  entity  making  such  payment  or
distribution, or by the holders of the Junior Debt if received by them directly,
to the  holders of Senior Debt (pro rata to each such holder on the basis of the
respective amounts of Senior Debt held by such holder) or their representatives,
to the extent  necessary to pay all Senior Debt in full,  after giving effect to
any  concurrent  payment or  distribution  to or for the  holders of Senior Debt
before any payment or distribution is made to the holders of the Junior Debt.

<PAGE>

     5.  Should any  payment or  distribution  be  collected  or received by the
holder of this  instrument  and such  collection  or  receipt  is not  expressly
permitted by the foregoing provisions, such holder shall forthwith turn over the
same to the  holders of the  Senior  Debt or their  representatives  in the form
received  (except  for the  endorsement  or the  assignment  of such holder when
necessary)  and,  until so turned over,  the same shall be held in trust by such
holder as the property of the holders of the Senior Debt.

     6. No holder of this instrument shall, without the prior written consent of
the holders of Senior Debt,  have any right to demand  payment of, or accelerate
the maturity of, or  institute  any  proceedings  to enforce,  any  indebtedness
evidenced  by this  instrument  during  any time  when an Event of  Default  (as
defined in the Loan Agreement) exists under the Loan Agreement.

     7. Until the Senior  Debt shall have been paid in full,  the holders of the
Junior Debt will not,  without the prior  written  consent of the holders of the
Senior Debt, commence or join with any other person, corporation, partnership or
other  entity in  commencing  any  proceeding  against the Borrower or any other
person, corporation, partnership or other entity with respect to the Junior Debt
under  any  bankruptcy,  reorganization,   readjustment  of  debt,  dissolution,
receivership,  liquidation  or  insolvency  law or statute now or  hereafter  in
effect in any  jurisdiction,  nor shall the holders of the Junior Debt,  without
the prior written consent of the holders of the Senior Debt,  participate in any
assignment for benefit of creditors,  compositions or arrangements  with respect
to the Borrower's debts with respect to the Junior Debt.

     8. The terms of paragraphs 3 through 7 above,  the  subordination  effected
thereby, and the rights of the holders of the Senior Debt, shall not be affected
by (a) any amendment of or addition or  supplement to the Loan  Agreement or any
Senior  Debt or any  instrument  or  agreement  relating  thereto  or  providing
collateral security for any Senior Debt, (b) any exercise or non-exercise of any
right,  power or remedy under or in respect of the Loan  Agreement or any Senior
Debt or any  instrument  or agreement  relating  thereto,  or any release of any
collateral  securing  any Senior  Debt,  or (c) any  waiver,  consent,  release,
indulgence,  extension,  renewal,  modification,  delay,  or any  other  action,
inaction or omission in respect of the Loan  Agreement or any Senior Debt or any
instrument or agreement  relating thereto or providing  collateral  security for
any Senior  Debt;  in each case  whether or not any  holders of any Junior  Debt
shall have had notice or knowledge of any of the foregoing.

<PAGE>

     9. Each holder of this instrument by its acceptance  hereof  authorizes and
directs  the  Borrower  on its  behalf  to take  such  further  action as may be
necessary or appropriate to effectuate the  subordination as provided herein and
appoints the Borrower its attorney-in-fact for any and all such purposes.

     10. THE  PROVISIONS OF PARAGRAPHS 1 THROUGH 8 OF THIS  INSTRUMENT  SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.


</TEXT>
</DOCUMENT>
