Exhibit
4.42
 EXECUTION VERSION
 SETTLEMENT
 AND
 PURCHASE AND SALE
 AGREEMENT
 AMONG
 ASARCO LLC,
 AR SILVER BELL, INC.,
 COPPER BASIN RAILWAY, INC.,
 ASARCO SANTA CRUZ, INC.,
 STERLITE (USA), INC.
 AND
 STERLITE INDUSTRIES (INDIA) LTD




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    21.1
    
    Certain Definitions
    
    
    21.2
    
    Other Terms
    
    
    181.3
    
    Certain Rules of Construction
    
    
    18ARTICLE II SETTLEMENT AND RELEASE
    
    
    182.1
    
    Settlement and Release
    
    
    182.2
    
    Bankruptcy Court Approval of Settlement and Release
    
    
    192.3
    
    Reservation of Rights
    
    
    20ARTICLE III SALE AND PURCHASE OF THE PURCHASED ASSETS
    
    
    203.1
    
    Purchased Assets
    
    
    203.2
    
    Excluded Assets
    
    
    233.3
    
    Assumed Liabilities
    
    
    253.4
    
    Retained Liabilities
    
    
    263.5
    
    Contract Designation Rights
    
    
    273.6
    
    Silver Bell
    
    
    28ARTICLE IV PURCHASE PRICE AND PAYMENT
    
    
    284.1
    
    Purchase Price
    
    
    284.2
    
    Deposit
    
    
    284.3
    
    Purchase Price Adjustment
    
    
    314.4
    
    Dispute Resolution
    
    
    314.5
    
    Allocation of Purchase Price
    
    
    32ARTICLE V CLOSING
    
    
    325.1
    
    Time and Place of Closing
    
    
    325.2
    
    Items to Be Delivered by Sellers
    
    
    335.3
    
    Items to Be Delivered by Purchaser
    
    
    34ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLERS
    
    
    356.1
    
    Organization and Good Standing
    
    
    356.2
    
    Authorization of Agreement
    
    
    366.3
    
    No Violation; Consents
    
    
    366.4
    
    Financial Information
    
    
    376.5
    
    Compliance with Laws; Permits
    
    
    376.6
    
    Sufficiency of Purchased Assets
    
    
    376.7
    
    Purchased Real Property
    
    
    376.8
    
    Material Contracts
    
    
    386.9
    
    Suppliers
    
    
    396.10
    
    Employee Benefit Matters
    
    
    396.11
    
    Environmental Matters
    
    
    396.12
    
    Labor Matters
    
    
    406.13
    
    Taxes
    
    
    416.14
    
    Insurance
    
    
    416.15
    
    Financial Advisors
    
    
    41
 i




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##### 



PageARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER AND GUARANTOR
    
    
    427.1
    
    Organization and Good Standing
    
    
    427.2
    
    Authorization of Agreement
    
    
    427.3
    
    No Violation; Consents
    
    
    427.4
    
    Litigation
    
    
    437.5
    
    Investment Intention
    
    
    437.6
    
    Financial Capability
    
    
    437.7
    
    Bankruptcy
    
    
    437.8
    
    Financial Advisors
    
    
    437.9
    
    Subsequent Sales
    
    
    43ARTICLE VIII COVENANTS
    
    
    448.1
    
    Access to Information
    
    
    448.2
    
    Conduct of the Business Pending the Closing
    
    
    448.3
    
    Cooperation; Consents and Filings
    
    
    468.4
    
    Preservation of Records
    
    
    478.5
    
    Confidentiality
    
    
    488.6
    
    Public Announcements
    
    
    488.7
    
    Bankruptcy Matters
    
    
    488.8
    
    Title Insurance
    
    
    498.9
    
    Bonds and Assurances
    
    
    508.10
    
    Solicitation Provisions; Matching Right; Back-Up Bid Option
    
    
    508.11
    
    Risk of Loss; Casualty Loss
    
    
    538.12
    
    Further Assurances
    
    
    538.13
    
    Payments and Proceeds
    
    
    538.14
    
    Transition Services Agreement
    
    
    54ARTICLE IX EMPLOYEES AND EMPLOYEE BENEFITS
    
    
    549.1
    
    Employment
    
    
    549.2
    
    Terms of Continued Employment
    
    
    559.3
    
    Assumption of Plans
    
    
    559.4
    
    Service Credit
    
    
    569.5
    
    Vacation and Leave
    
    
    569.6
    
    Welfare Benefit Plans; Workers Compensation; Other Benefits
    
    
    569.7
    
    OSHA Medical Records; Other Records; Payroll Deductions
    
    
    579.8
    
    Announcement
    
    
    579.9
    
    Warn Act
    
    
    57ARTICLE X TAX MATTERS
    
    
    5810.1
    
    Transaction Taxes
    
    
    5810.2
    
    Tax Prorations
    
    
    5810.3
    
    Tax Refunds
    
    
    59ARTICLE XI CONDITIONS TO CLOSING
    
    
    5911.1
    
    Conditions Precedent to Obligations of Each Party
    
    
    5911.2
    
    Conditions Precedent to Obligations of Purchaser and Guarantor
    
    
    6011.3
    
    Conditions Precedent to Obligations of Sellers
    
    
    60ARTICLE XII LIMITATIONS
    
    
    6112.1
    
    Purchasers Review
    
    
    61
 ii




---



##### 



Page12.2
    
    As-Is; Sale
    
    
    6112.3
    
    Waivers and Releases
    
    
    6212.4
    
    Acceptance and Discharge
    
    
    6412.5
    
    No Consequential or Punitive Damages
    
    
    64ARTICLE XIII TERMINATION
    
    
    6413.1
    
    Termination of Agreement
    
    
    6413.2
    
    Effect of Termination
    
    
    66ARTICLE XIV GUARANTEE
    
    
    6814.1
    
    Guarantee
    
    
    6814.2
    
    Limitation
    
    
    70ARTICLE XV MISCELLANEOUS
    
    
    7115.1
    
    Nonsurvival of Representations, Warranties and Covenants
    
    
    7115.2
    
    Remedies
    
    
    7115.3
    
    Bankruptcy Court Approval
    
    
    7115.4
    
    Expenses
    
    
    7115.5
    
    Disclosure Schedules
    
    
    7215.6
    
    Governing Law
    
    
    7215.7
    
    Submission to Jurisdiction; Consent to Service of Process
    
    
    7215.8
    
    Waiver of Jury Trial
    
    
    7315.9
    
    No Right of Set-Off
    
    
    7315.10
    
    Time of Essence
    
    
    7315.11
    
    Entire Agreement; Amendments and Waivers
    
    
    7315.12
    
    Table of Contents and Headings
    
    
    7415.13
    
    Notices
    
    
    7415.14
    
    Severability
    
    
    7515.15
    
    Binding Effect; Assignment
    
    
    7515.16
    
    No Third-Party Beneficiaries
    
    
    7615.17
    
    Counterparts
    
    
    76
 Exhibits
 Exhibit A
    
    Form of Assignment and Assumption AgreementExhibit B
    
    Form of Bill of SaleExhibit C-1
    
    Purchaser OpinionExhibit C-2
    
    Guarantor OpinionExhibit D
    
    Form of Purchaser Promissory NoteExhibit E
    
    Closing Accounts Statement Principles and IllustrationExhibit F-1 throughExhibit F-4
    
    Forms of DeedsExhibit G
    
    Form of Leasehold DeedExhibit H
    
    Form of Assignment and Assumption of Ground Lease AgreementExhibit I
    
    Form of Patent AssignmentExhibit J
    
    Form of Trademark AssignmentExhibit K
    
    Services to be Included in Transition Services AgreementExhibit L
    
    Form of Security AgreementExhibit M-1
    
    Form of Sterlite Settlement Motion
 iii




---



##### 



Exhibit M-2
    
    Form of Sterlite Agreed OrderExhibit N-1
    
    Form of Mortgage (Texas)Exhibit N-2
    
    Form of Mortgage (Arizona)Exhibit O-1
    
    First L/CExhibit O-2
    
    Second L/CExhibit O-3
    
    Form of Third L/CExhibit P
    
    Environmental Claimants
 Seller Disclosure Schedule
 Section 1.1A
    
    Permitted LiensSection 1.1B
    
    Sellers KnowledgeSection 3.1(b)
    
    Machinery and EquipmentSection 3.1(c)
    
    Purchased Real PropertySection 3.1(e)(i)
    
    Leases of Real Property (ASARCO as Lessee)Section 3.1(e)(ii)
    
    Leases of Personal PropertySection 3.1(e)(viii)
    
    Insurance PoliciesSection 3.1(e)(xiii)
    
    Real Property Leases (ASARCO as Lessor)Section 3.1(e)(xiv)
    
    Royalty AgreementsSection 3.1(e)(xv)
    
    Other ContractsSection 3.1(g)
    
    Motor VehiclesSection 3.1(j)
    
    PatentsSection 3.1(k)
    
    TrademarksSection 3.1(m)
    
    PermitsSection 3.1(o)
    
    Patented and Unpatented Mining ClaimsSection 3.1(p)
    
    Adversary ProceedingsSection 3.2(c)
    
    Equity SecuritiesSection 3.2(e)
    
    Retained ProceedingsSection 3.2(g)
    
    Retained Real PropertySection 3.2(j)
    
    Retained ContractsSection 3.2(n)
    
    Retained Adversary ProceedingsSection 3.5(a)
    
    Assumed ContractsSection 6.3(a)
    
    Sellers ConsentsSection 6.3(b)
    
    Governmental ApprovalsSection 6.4
    
    Financial InformationSection 6.5
    
    Compliance with LawsSection 6.7
    
    Purchased Real PropertySection 6.8(a)
    
    Material ContractsSection 6.9
    
    SuppliersSection 6.10(a)
    
    Employee Benefit PlansSection 6.10(b)
    
    Pension PlansSection 6.10(d)
    
    Litigation Regarding Employee Benefit PlansSection 6.11
    
    Environmental MattersSection 6.12(a)
    
    Labor MattersSection 6.12(b)
    
    Labor Matters
 iv




---



##### 



Section 6.12(c)
    
    Labor MattersSection 6.13
    
    TaxesSection 6.14
    
    InsuranceSection 8.2
    
    Conduct of BusinessSection 8.9
    
    Bonds and AssurancesSection 9.2(b)
    
    Severance BenefitsSection 9.3
    
    Assumed Benefit PlansSection 9.9
    
    WARN ActSection 11.3
    
    Unions
 v




---



##### 



SETTLEMENT AND PURCHASE AND SALE AGREEMENT
 Agreement Effective Date ASARCO ARSB CBRI Santa
Cruz Non-Debtor Sellers Sellers Seller Purchaser Guarantor
  Bankruptcy Code
    Original PSA
    1




---



##### 



ARTICLE I
DEFINITIONS
 
 Certain Definitions Section 1.1
 Acquisition Proposal
 Adjustment Amount Section 4.4
 Affiliate affiliated control controlled by under
common control with
 Agreed Working Capital
 Agreement
 Allocation Section 4.5
 Ancillary Agreements
 Applicable Law
 ARSB
 ASARCO
 2




---



##### 



Asbestos Committee
 Asbestos FCR
 Asset Retirement Obligations
 Assignment and Assumption Agreement Exhibit A
 Assignment and Assumption of Ground Lease Agreement Section 5.2(d)
 Assumed Contracts Section 3.1(e)
 Assumed Environmental Liabilities Section
3.3(e)
 Assumed Liabilities Section 3.3
 Assumed Pre-Petition Contracts Section 3.1(e)
 Assumption-Pending Pre-Petition Contracts Section
3.5(a)
 Back-Up Bid Agreement Section 8.10(f)
 Back-Up Bid Option Section 8.10(f)
 Bankruptcy Cases
 Bankruptcy Code
 Bankruptcy Court
 3




---



##### 



Bill of Sale Exhibit B
 Bonds
 Bonds and Assurances Section 8.9
 Books and Records Retained
Books and Records
 Business
 Business Day
 Cash Section 3.2(a)
 4




---



##### 



Casualty Section 8.11
 CBRI
 CFIUS Section 8.3(d)
 CFIUS Notice Section 8.3(d)
 Closing Section 5.1
 Closing Accounts Amount Exhibit E
 Closing Accounts Statement Section 4.3(a)
 Closing Date
 Closing Payment Section 4.1
 Coal Act
 COBRA Section 9.6(b)
 Code
 Collective Bargaining Agreements
 Committee
 Confidentiality Agreement Section 8.5
 Confirmation Deadline Section 13.1(b)
 Contract
 Creditor Constituents
 Cure Claims
 5




---



##### 



Deeds Section 5.2(c)
  Deemed Value
 Definitive Agreement
 Deposit Section 4.2
 Disclosure Statement
 Disclosure Statement Approval Date
 Effective Date
 Effective Order
 Employees Section 9.1(a)
 Enforceability Exceptions
 6




---



##### 



Environmental Claims
 Environmental Law et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq. et. seq.
 Environmental Permit
 Equity Securities
 ERISA
 Exchange Arrangements Exhibit E
 7




---



##### 



Excluded Assets Section 3.2
 Excluded Payables
 Excluded Receivables Section 3.2(l)
 Exon-Florio Provision Section 8.3(d)
 Final Arbiter Section 4.4(d)
 Financial Statements Section 6.4
 First L/C Section 4.2(a)
 GAAP
 Governmental Authority
 Grupo
 Guarantor
 Guarantor Opinion Exhibit C-2
 Hayden Settlement Agreement
 Hazardous Materials
 8




---



##### 



HSR Act
 Included Payables Exhibit E
 Included Receivables Exhibit E
 Inventory
 Inventory Amount Exhibit E
 Judgment Currency Section 14.1(g)
 Law
 Leasehold Deeds Section 5.2(d)
 Leasehold Property Section 3.1(e)(i)
 Legal Proceeding
 Letters of Credit Section 4.2(c)
 Liabilities
 Lien
 Manipulative Breach Sections 8.2(d) 8.7(a) (b) (d) 8.10(b) (d) Section 13.1(j)
 9




---



##### 



Matching/Topping Right Section 8.10(e)
 Material Contracts Section 6.8(a)
 Mission Mine Settlement Agreement
 Mortgages Section 5.3(k)
 Negotiation Period Section 4.4(b)
 Non-Debtor Contracts Section 3.1(e)
 Non-Debtor Sellers
 Non-Target Properties
 Non-Union Employees Section 9.1(a)
 Non-US Taxing Jurisdiction Section 14.1(h)
 Objection Date Section 4.4(a)
 Objection Notice Section 4.4(a)
 Obligations Section 14.1(a)
 Obligations Currency Section 14.1(g)
 Order
 Ordinary Course of Business
 10




---



##### 



Organizational Documents
 Original PSA
 OSHA
 Patent Assignment Section 5.2(j)
 Patents
 Pension Plan Section 6.10(b)
 Periodic Taxes Section 10.2
 Permits
 Permitted Liens Section 1.1A
 Person
 11




---



##### 



Plan
 Plan Confirmation Order
 Pre-Petition Contracts Section 3.1(e)
 Post-Petition Contracts Section 3.1(e)
 Proprietary Software Section 3.1(i)
 Proration Periods Section 10.2
 12




---



##### 



Purchase Price Section 4.1
 Purchased Assets Section 3.1
 Purchased Real Property Section 3.1(c)
 Purchaser
  Purchaser Bad Faith Event Section 13.2(c)
 Purchaser Breach Section 4.2(e)
 Purchaser Claims Section 2.1(b)
 Purchaser Opinion Exhibit C-1
 Purchaser Promissory Note  Section 4.3(c) Section 2.7 Exhibit D
 Purchaser Released Parties Section 2.1(a)
 Purchaser Releasing Party Section 2.1(b)
 Qualified Bank
 Real Property Section 3.1(e)(i)
 Release
  Release Conditions  Section 2.1(c)
 Remedial Action
 13




---



##### 



Representatives Section 8.10(a)(ii)
 Retained Books and Records
 Retained Liabilities Section 3.4
 Santa Cruz
 Santa Cruz JV Agreement
 Second L/C Section 4.2(b)
 Securities Act Section 7.5
 Security Agreement Exhibit L
 Seller Claims Section 2.1(a)
 Seller Data Room
 Seller Disclosure Schedule
 Seller Employee Benefit Plan
 Seller Material Adverse Effect
 14




---



##### 



provided,
however,
 Seller Released Parties Section 2.1(b)
 Seller Releasing Party Section 2.1(a)
 Sellers
 Sellers Accountants
 Sellers Knowledge Section 1.1B
 Silver Bell
 Silver Bell Interests Section 3.1(h)
 Silver Bell LLC Agreement
 Silver Bell Property
 Stand-Alone Plan
 15




---



##### 



provided, however
  Sterlite Agreed Order Section
2.2
 Sterlite Settlement Motion Section
2.2
 Subsidiary
 Superior Proposal Section 13.2(b)(v) provided, however
 Superior Proposal Threshold Section 13.2(b)(v)
 Suppliers Section 6.9
 Survey Section 8.8
 Tax
 16




---



##### 



Tax Return
 Taxing Authority
 Termination Date Section 13.1(c)
 Third L/C Section 4.2(c)
 Title Company Section 8.8
 Title Policy Section 8.8
 Title Report Section 8.8
 Tolling Arrangements
 Trademark Assignment Section 5.2(k)
 Trademarks
 Transaction Taxes Section 10.1
 Transferred Employees Section 9.1(a)
 Transition Services Agreement Section
8.14 Exhibit
K
 Union Employees Section 9.1(a)
 17




---



##### 



Unions Section 11.3
 Unpaid Cure Claims Amount provided
 WARN Act Section 9.9
 
 Other Terms
 
 Certain Rules of Construction
 
 ARTICLE II
SETTLEMENT AND RELEASE
 
 Settlement and Release
 Seller Releasing Party Purchaser
Released Party Purchaser Released Parties Seller
Claims Section 2.1(a)
 18




---



##### 



Purchaser
Releasing Party Seller Released
Party Seller Released Parties Purchaser Claims Section 2.1(b)
 Release Condition Section 13.1(d) Section 13.1(e) Section 13.1(b) (c) (f) (g) (h)(ii) (j) (m) provided Section
13.1(j) provided Article
II Section 13.2(b)(v)
  
 Bankruptcy Court Approval of Settlement and Release
 19




---



##### 



Exhibit M-1 Sterlite Settlement Motion Exhibit M-2 Sterlite
Agreed Order Article II Sections 8.10(b) (c) (e) (f)  Section 13.2(b)(v)
 
 Reservation of Rights Article II Section
12.2 Article II
 
 ARTICLE III
SALE AND PURCHASE OF THE PURCHASED ASSETS
 
 Purchased Assets Purchased Assets
  Section 3.1(b)
 Section 3.1(c) Purchased Real Property
  Section 3.2(j) Assumed Pre-Petition Contracts Section 3.5
 20




---



##### 



Pre-Petition Contracts Post-Petition Contracts Non-Debtor Contracts Assumed Contracts
 Section 3.1(e)(i) Leasehold Property Real
Property
 Section 3.1(e)(ii)
      Section 3.1(e)(viii)
 Article IX
   21




---



##### 



Section 3.1(e)(xiii)
 Section 3.1(e)(xiv)
 Section 3.1(e)(xv)
 Section 3.6
   Section 3.1(g)
 Section 3.6 Silver Bell Interests
 Proprietary Software
 Section 3.1(j)
 22




---



##### 



Section 3.1(k)
  Section 3.1(m)
 Section 10.1 Section 10.1
 Section 3.1(o)
 Section 3.1(p)
 
 Excluded Assets Section 3.1 Excluded Assets
 Cash
 Section 10.1 Section 10.1
 Section
3.2(c)
 23




---



##### 



Section 3.2(c)
 Section 3.1(e)(viii)
 Section 3.2(e)
  Section 3.2(g)
 United States v. ASARCO Inc., et al.,
     Article IX
  Section 3.2(j)
 Section
3.2(j) Section 3.2
 24




---



##### 



Section 3.2 Excluded Receivables
  Section 3.1(p) Section 3.2(e) Section 3.2(n) Section 3.2(n)
 
 Assumed Liabilities Assumed
Liabilities
   Article IX Article IX
 Article X Sections 10.1 10.2
 25




---



##### 



Sections 3.4(f) (g) (h) Assumed Environmental Liabilities
  Sections 3.4(a) c
 
 Retained Liabilities Retained Liabilities
  Section 3.3(d)
   Article IX
  26




---



##### 



Contract Designation Rights
 Assumption-Pending Pre-Petition Contracts Section 3.5(a)
 provided Section 3.5(d)
   27




---



##### 



Section 3.5(d) Section 3.5(d) provided, however, Section 3.5(d)
 
 Silver Bell Section 7.5
 
 ARTICLE IV
PURCHASE PRICE AND PAYMENT
 
 Purchase Price Closing Payment Purchase Price
 
 Deposit Deposit
 First
L/C Exhibit O-1 inter alia
 28




---



##### 



Second L/C Exhibit O-2
 Third L/C Exhibit O-3 Letters of Credit
 Section 4.2(h) Section 5.3(a) Section
5.3(a) Section
4.2(h))
 Purchaser Breach Section 4.2(h) provided
 Section 13.1(j) Section 4.2(h) and (z)
 29




---



##### 



Section 4.2(h) provided Section 4.2(h)
 Section 13.1(j) Section 4.2(h)
 provided, however provided further Section 4.2(h) Section 4.2
 Section
4.2(d) provided however
 30




---



##### 



Purchase Price Adjustment
 Closing Accounts Statement Exhibit E
  Section 4.4
 
 Dispute Resolution
 Objection Notice Objection
Date Section
4.4(a)
 a Negotiation Period
   31




---



##### 



Final Arbiter
 
 Allocation of Purchase Price Allocation
 
 ARTICLE V
CLOSING
 
 Time and Place of Closing Article III Closing
 32




---



##### 



Article XI
 
 Items to Be Delivered by Sellers
   Deeds Exhibit F-1 Exhibit F-4
 Leasehold Deeds Exhibit G Exhibit H Assignment and Assumption of Ground Lease Agreement
 Section 3.1(g)
   Sections 11.2(a) 11.2(b)
 Section 5.2(i)
 33




---



##### 



Exhibit I Patent Assignment
 Exhibit J Trademark Assignment
  Exhibit F-3
 Exhibit F-4 Section 3.1(o)
   
 Items to Be Delivered by Purchaser
       34




---



##### 



Sections 11.3(a) 11.3(b)
 Section 5.3(i)
  Exhibit N-1 Exhibit N-2 Mortgages
  Section 8.9
 
 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLERS
  
 Organization and Good Standing
 35




---



##### 



Authorization of Agreement.
 
 No Violation; Consents
 Section 6.3(a) Section 6.3(b) Section 6.3(b)
  36




---



##### 



Financial Information Financial Statements
 
 Compliance with Laws; Permits
   Section 6.5
 
 Sufficiency of Purchased Assets
 
 Purchased Real Property.
 37




---



##### 



Material Contracts
 Section 6.8(a) Material Contracts
           38




---



##### 



Suppliers Section 6.9 Suppliers
 
 Employee Benefit Matters
 Section 6.10(a)
 Pension Plan
   
 Environmental Matters
  39




---



##### 



Sections 6.3(a)(ii) (iii) (iv) 6.3(b) 6.8(a)(vi) 6.8(b) 6.8(c) 6.14 Section 6.11
 
 Labor Matters
     40




---



##### 



Taxes
 
 Insurance Section 6.14 Section 8.2(c)
 
 Financial Advisors
 41




---



##### 



ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF
PURCHASER AND GUARANTOR
  
 Organization and Good Standing
 
 Authorization of Agreement
 
 No Violation; Consents
   42




---



##### 



Litigation
 
 Investment Intention Securities Act
 
 Financial Capability
 
 Bankruptcy
 
 Financial Advisors
 
 Subsequent Sales
 43




---



##### 



ARTICLE VIII
COVENANTS
 
 Access to Information provided Section 8.1 Section
8.1 Section 8.1
 
 Conduct of the Business Pending the Closing Section 8.2
   44




---



##### 



Article IX
   Section 6.8(a)(i)
 Article
IX Section 8.2
  Section 8.2
  45




---



##### 



Cooperation; Consents and Filings
 (i) (iii) Section
8.3(a) provided, however Section 8.3 Section 3.5 Section 8.10
 Section 8.1
  46




---



##### 



Section
8.3
 Exon-Florio Provision CFIUS CFIUS Notice
 provided, however
 
 Preservation of Records
 47




---



##### 



Confidentiality Confidentiality Agreement
 
 Public Announcements provided
 
 Bankruptcy Matters
  Section 8.10
 48




---



##### 



Section
8.10
 Section 3.5(a) Section 13.1 Section 8.7 Section 8.10
  
 Title Insurance Title Report Title Policy Title
 49




---



##### 



Company Survey
 
 Bonds and Assurances Section 8.9 Bonds and Assurances
 
 Solicitation Provisions; Matching Right; Back-Up Bid Option
  (i)
    
    Purchaser, Guarantor and Sellers acknowledge
that Sellers may take any action deemed necessary by Sellers to
demonstrate that (i) they have sought to obtain the highest and best
value for the Purchased Assets and that (ii) consummation of the
transactions contemplated by this Agreement will in fact yield the
highest and best value for the Purchased Assets, including giving
notice thereof to Sellers creditors, other bidders for the Purchased
Assets and other interested parties, providing information about the
Business to prospective bidders, entertaining and negotiating offers
from such prospective bidders, and, if necessary, conducting an
auction.(ii)
    
    Without limiting the generality of Section
8.10(a)(i), each Seller and any director, officer, employee,
investment banker, financial advisor, attorney, accountant or other
advisor, agent or representative (collectively Representatives) of
any Seller shall have the right (but not the obligation), acting under
the direction of the Board of Directors of ASARCO or any committee
thereof, to, directly or indirectly: (i) solicit, initiate, facilitate
or encourage any Acquisition Proposal or proposal for a Stand-Alone
Plan, including by way of providing access to third parties to
non-public information pursuant to one or more confidentiality
agreements; and (ii) enter into and maintain discussions or
negotiations with respect to one or more Acquisition Proposals or any
Stand-Alone Plan proposal or otherwise cooperate with or assist or
participate in, or facilitate, any such discussions or negotiations.
 50




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(iii)
    
    Purchaser and Guarantor agree that none of
them nor any of their respective Affiliates or Subsidiaries shall, and
that each of them shall use their reasonable best efforts to cause each
of their respective Representatives not to, directly or indirectly,
discourage or interfere with any Acquisition Proposal or Stand-Alone
Plan, or contact or participate in discussions with any Person regarding an
Acquisition Proposal or proposal for a Stand-Alone Plan that, to
Purchaser or Guarantors knowledge, has made, or is considering or
participating in discussions or negotiations with any Seller or any
Representative of any Seller regarding an Acquisition Proposal or
proposal for a Stand-Alone Plan.(iv)
    
    No Seller, nor any of its Representatives,
shall have any liability to Purchaser or Guarantor, either under or
relating to this Agreement, the Ancillary Agreements or any Applicable
Law, by virtue of entering into or seeking Bankruptcy Court approval of
an Acquisition Proposal or Stand-Alone Plan or the definitive agreement
for any such Acquisition Proposal or Stand-Alone Plan. Any Seller may
in its sole discretion enter into a definitive agreement with respect
to such Acquisition Proposal or Stand-Alone Plan and Sellers may
terminate this Agreement prior to or after entry into such a definitive
agreement.(v)
    
    Any action taken by any Seller or any
Representative of any Seller in accordance with the provisions of this
Section 8.10(a) are expressly acknowledged and agreed to be not
in breach or violation of any covenant contained in this Agreement or
that could be implied in this Agreement (including a covenant of good
faith and/or fair dealing).
 provided, however
   51




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Section 8.10 Section 13.2(b)(v)
 Section 8.10(b)(ii)
 Matching/Topping Right Section 8.10(d) Section 13.2(b)(v)
 Section 13.1(d) (e) Back-Up Bid Option
 52




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provided, however, Article II Section 8.10(f) Back-Up Bid Agreement provided however Section
4.2(f)
 (i)
    
    all dates and deadlines shall be extended to
such dates following execution of the Back-Up Bid Agreement as are
consistent with the respective time periods between the Effective Date
and the dates or deadlines contained in this Agreement;(ii)
    
    the covenants contained in the subsections of
Section 8.2 shall be reasonably revised as appropriate to
reflect ASARCOs operations at such time; provided, however,that
Purchaser, Guarantor and Sellers, each acting reasonably, are able to
agree in writing on such revisions prior to expiration of the Back-Up
Bid Option; and(iii)
    
    such other non-substantive changes as may be
reasonably required under the circumstances and as may be agreed in
writing among Purchaser, Guarantor and Sellers, each acting reasonably,
prior to expiration of the Back-Up Bid Option.
 Section 8.10(f)
 
 Risk of Loss; Casualty Loss Casualty
 
 Further Assurances
 
 Payments and Proceeds
 53




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Transition Services Agreement Exhibit K Exhibit K
 
 ARTICLE IX
EMPLOYEES AND EMPLOYEE BENEFITS
 
 Employment
 Non-Union Employees Union
Employees Employees
 54




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Transferred Employees Section 9.1(a)
   
 Terms of Continued Employment
 Section 9.2(a)
 Section 9.2(a) Section 9.2(b) Section 9.2(b)
 
 Assumption of Plans Section
9.3
 55




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Service Credit provided, however,
 
 Vacation and Leave
 
 Welfare Benefit Plans; Workers Compensation; Other Benefits
 Section 9.6
 COBRA
 56




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Article
IX Asarco Incorporated et al. v. United Steelworkers of America,
AFL-CIO/CLC, et al., No. CV-03-1297
 
 OSHA Medical Records; Other Records; Payroll Deductions Section 9.1 Section 9.1
 
 Announcement
 
 Warn Act WARN Act Section 9.9
 57




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ARTICLE X
TAX MATTERS
 
 Transaction Taxes Transaction Taxes provided, however,
 
 Tax Prorations Periodic Taxes Proration Periods Section 10.2
 58




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Section 10.2 Section 10.2
 
 Tax Refunds Section 10.3
 
 ARTICLE XI
CONDITIONS TO CLOSING
 
 Conditions Precedent to Obligations of Each Party
    59




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Conditions Precedent to Obligations of Purchaser and Guarantor
 Section 11.2(a)
  Section
5.2
 
 Conditions Precedent to Obligations of Sellers
 provided, however Section 11.3(a)
  60




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Section 5.3
 Sections 6.3(a) 6.3(b)
 
 ARTICLE XII
LIMITATIONS
 
 Purchasers Review
 Disclaimer Regarding Projections
 Limited Duties
 
 As-Is; Sale
 61




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SECTIONS 6.1 6.15 SECTIONS
15.1 15.2 SECTIONS 6.1 6.15 SECTIONS 15.1 15.2
 ARTICLE VI
 
 Waivers and Releases
 62




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##### 



SECTIONS 6.1 6.15 SECTIONS 15.1 15.2 SECTIONS 6.1 6.15 SECTIONS 15.1 15.2 SECTION 12.3
 63




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Acceptance and Discharge
 
 No Consequential or Punitive Damages SECTIONS 8.5 8.6 ARTICLE XIV
 
 ARTICLE XIII
TERMINATION
 
 Termination of Agreement
  Confirmation Deadline provided, however Section 13.1(b)
 provided Termination Date provided, however Section 13.1(c)
 64




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##### 



provided, however Section 13.1(f)
 provided,
however Section
13.1(g)
   Sections 11.2(a) (b)
 65




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##### 



Sections 11.3(a) (b)
  Exhibit P Exhibit P
  Section 8.10(a)(iv) provided Section 13.1(o)
 
 Effect of Termination
 Section 13.1
 Section 13.1
 Section 13.2(b)(v) Section 4.2
 66




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##### 



Section 13.1(d) Section 13.1(e) Section 13.1(j)
 Section 4.2
 Section 13.2(b)(v)
 67




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##### 



Purchaser Bad Faith Event
 Section 13.2(b) Section 13.2 Sections 4.2 8.5 8.6 8.10(f) 15.4 15.6 15.7 15.8 15.11 15.13 15.14 Section 8.1 Articles II XII XIV
 
 ARTICLE XIV
GUARANTEE
 
 Guarantee
 Obligations Section 14.1
  Section 14.1
 68




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Section 14.1 Section 14.1 Section 14.1
 Section 14.1
 Section 14.1
  69




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##### 



Judgment Currency Obligations Currency
 Non-US Taxing Jurisdiction
 Section 14.1 Section 14.1
 
 Limitation.
 70




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##### 



ARTICLE XV
MISCELLANEOUS
 
 Nonsurvival of Representations, Warranties and Covenants Sections 8.1 8.5 8.6 8.10(f) Articles IX X XII XIV
 
 Remedies Section 13.1 Section 4.2 Section
13.2(b)(v) Section 2.1 Section 13.1
 
 Bankruptcy Court Approval
 
 Expenses
 71




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##### 



Section 15.4
 
 Disclosure Schedules Article VI Article VI
 
 Governing Law
 
 Submission to Jurisdiction; Consent to Service of Process
 Section 15.13 provided,
however
  72




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Section 15.13
 
 Waiver of Jury Trial
 
 No Right of Set-Off
 
 Time of Essence
 
 Entire Agreement; Amendments and Waivers
 73




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##### 



Table of Contents and Headings
 
 Notices
  
  
 74




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##### 



Severability
 
 Binding Effect; Assignment
 75




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##### 



provided, however
 
 No Third-Party Beneficiaries Section 3.3
 
 Counterparts
  76




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##### 



SELLERS:ASARCO LLC, a Delaware limited liability
companyBy:
    /s/ Joseph F. LapinskyName:
    Joseph F. LapinskyTitle:
    Chief Executive Officer and PresidentAR SILVER BELL, INC., a Delaware corporationBy:
    /s/ D.E. McAllisterName:
    D.E. McAllisterTitle:
    PresidentCOPPER BASIN RAILWAY, INC., a Delaware corporationBy:
    /s/ D.E. McAllisterName:
    D.E. McAllisterTitle:
    Vice PresidentASARCO SANTA CRUZ, INC., a Delaware corporationBy:
    /s/ D.E. McAllisterName:
    D.E. McAllisterTitle:
    President




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##### 



PURCHASER:
STERLITE (USA), INC.By:
    /s/ C.V. KrishnanName:
    C.V. KrishnanTitle:
    President GUARANTOR:
STERLITE INDUSTRIES (INDIA) LTD.By:
    /s/ C.V. KrishnanName:
    C.V. KrishnanTitle:
    Managing Director (Power)