Exhibit
4.46
 Sterlite Plan Agreement in Principle Term Sheet
 Term Sheet ASARCO Debtors Plan Sponsor FCR Asbestos Committee Asbestos Representatives Party Parties. New Plan Sponsor PSA
 Base Plan and Additional Improvements
 Plan:
 
    
    In consideration of the terms and conditions contained herein, Asbestos
Representatives
agree to withdraw their support for the plan proposed by Grupo (the Parent Plan) and to
support the plan proposed by Plan Sponsor and the Debtors (including, without
limitation, the provisions therein relating to the section 524(g) injunction).
 Ø
    
    Except as provided herein, the New Sterlite Plan shall be in
substantially the form
of the Debtors Third Amended Joint Plan of Reorganization Under Chapter 11 of
the United States Bankruptcy Code, as such plan shall be amended to give effect
to: (i) all necessary material changes and developments in the chapter 11 cases
since such plan was filed, (ii) the terms outlined herein, and (iii) such other
terms
and conditions as the parties hereto may agree (the New Sterlite Plan).
 Sterlite Note:
 
    
    Principal amount of the Purchaser Promissory Note shall be no less than $770 million
and
Agreed Working Capital shall be $328 million.
 Ø
    
    There shall be no downward adjustment of the principal amount of the
Purchaser Promissory Note (or to any other consideration to be paid by the Plan
Sponsor under the New Plan Sponsor PSA) if on the Closing Date the Closing Accounts
Amount is lower than the Agreed Working Capital.Ø
    
    If on the Closing Date the Closing Accounts Amount is higher than
Agreed Working Capital the principal amount of the Purchaser Promissory Note shall
be adjusted as per the provisions of the New Plan Sponsor PSA.
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Ø
    
    All other terms of the Purchaser Promissory Note and the security for
the Purchaser Promissory Note shall remain unaltered except as required to give
effect to the modifications described herein.
 Litigation Backstop:
 
    
    Upon the occurrence of the Effective Date (as defined in the New Sterlite Plan),
Plan Sponsor shall enter into a definitive agreement (the Put Option) pursuant to which
the Asbestos Trust shall be entitled to sell, and Plan Sponsor shall be obligated to
purchase the pro rata share of the interest in the Brownsville litigation which is
distributed for the benefit of holders of Asbestos Claims1 and is expected to be
approximately 27% (the Asbestos Litigation Interest).
 Ø
    
    Put Option is exercisable one time only.Ø
    
    The Asbestos Trust may exercise the Put Option at any time after the
end of the second year from the Effective Date through the end of the fourth year
from the Effective Date, even if the Brownsville litigation has been reversed on
appeal or has been determined adversely to the Debtors or to the interests of the
Litigation Trust (the Exercise Period).Ø
    
    Base purchase price for the pro rata share shall be $160 million less
the amount of any receipt or other recovery on account of the Asbestos Litigation
Interest that shall have been achieved prior to exercise of such right.Ø
    
    Asbestos Representatives may sell a portion of their Asbestos
Litigation Interest on or prior to the Effective Date, in which case the adjusted
purchase price shall be ratably reduced in proportion to the percentage of the
Litigation Interest distributed to the Asbestos Trust (as defined in the New
Sterlite Plan) which shall have been sold.Ø
    
    Put Option may be partially exercised and the pro rata share of
the adjusted purchase price shall be ratably adjusted.Ø
    
    Any receipt or other recovery on account of the Asbestos Litigation
Interest that shall have been achieved prior to the date of the exercise of the Put
Option shall be retained by the Asbestos Trust or the holders of Asbestos Claims,
as applicable, and deducted from the $160 million purchase price payable upon
exercise of the Put Option.
 
 1
    
    As used herein, Asbestos Claimsshall mean all claims and demands of any person or entity,
present or future, holding asbestos claims and/or demands against ASARCO and/or the
Subsidiary Debtors of a direct or indirect nature. 2




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Ø
    
    Any receipt or other recovery on account of the Asbestos Litigation Interest
that shall be achieved after the exercise of the Put Option shall be retained by or
distributed to Plan Sponsor.Ø
    
    Put Option will be secured by inventory and accounts receivable of Plan Sponsor.Ø
    
    Plan Sponsor may assign the benefits of the Put Option but not the obligations.
 Plan Support
 
    
    Asbestos Representatives agree to support the New Sterlite Plan and not to support
any
other plan. If more than one plan shall be presented to creditors for voting, and creditors
are entitled to vote on more than one such plan, Asbestos Representatives agree to advise
and recommend that all holders of Absestos Claims vote in favor of the New Sterlite Plan
and that they indicate a preference for the New Sterlite Plan on the ballot (the Plan
Support Obligation).
    
    The Asbestos Representatives will take such other action as is reasonably necessary
to
accomplish the goal that the holders of Asbestos Claims vote to accept the New Sterlite
Plan in sufficient number to satisfy in all respects the requirements of 11 USC Sections
524(g), 1126, and 1129.
    
    Asbestos Representatives Plan Support Obligation shall be subject to a fiduciary out
in the event they determine that an alternative plan proposal that is feasible,
confirmable, and has a likelihood of becoming effective within a reasonable period of time,
will yield materially greater recovery to the holders of Asbestos Claims, and provide
aggregate consideration to all creditors that is greater to that provided under the New
Sterlite Plan (the Fiduciary Out).
    
    Upon the exercise of the Fiduciary Out, Asbestos Representatives shall: (i) continue to
recommend that holders of Asbestos Claims vote in favor of confirmation of the New Sterlite
Plan (and in favor of any provision contained therein which relates to the provision of a
channeling injunction pursuant to section 524(g) thereof), (ii) not recommend that holders
of Asbestos Claims indicate a preference for any plan, and (iii) not argue against the
confirmation of the New Sterlite Plan or argue in favor of the confirmation of any plan
other than the New Sterlite Plan, but the Asbestos Representatives may recommend that
holders of Asbestos Claims also vote in favor of the alternative plan giving rise to the
exercise of the Fiduciary Out provided no preference toward such a plan is indicated. The
Asbestos Representatives may inform the Court that they are neutral or have no preference
which plan may be confirmed by the Court, whether it is the New Sterlite Plan or some other
plan that gave rise to the exercise of the Fiduciary Out.
    
    Except as otherwise provided herein, it is the intent of the Parties that the
provisions of this Term Sheet or the agreement embodied herein in no way, manner or form
shall
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restrict or impair the free and independent exercise of the Asbestos Representatives
fiduciary duties.
 Other Interim Steps
 
    
    Asbestos Representatives shall promptly provide Grupo notice of the exercise of their
fiduciary out under the terms of the Agreement in Principle between Grupo and the Asbestos
Representatives.
    
    All parties hereto shall take all other actions and positions as are reasonably
necessary to comply with the terms and intentions of this Term Sheet, including, without
limitation, supporting the Debtors defense of the appeal against the Sterlite Agreed
Order.
    
    Debtors and the Asbestos Representatives shall request the adjournment of the hearing
on estimation of asbestos claims (and all related dates and deadlines) pending
confirmation. If the holders of Asbestos Claims fail to vote in favor of the New Sterlite
Plan in the requisite numbers to satisfy the requirements of 11 USC Sections 524(g), 1126
or 1129, the Debtors may request that the court hear ASARCOs motion to estimate the
asbestos claims and the Debtors shall not be bound by the proposed allowance of such claims
as provided in the New Sterlite Plan.
 Treatment of Asbestos Claim
 
    
    The Asbestos Representatives have asserted claims of approximately $2.1 billion (the
Asserted Claims). In order to settle and compromise disputes between the Debtors and the
Asbestos Representatives as to the allowed amount of Asbestos Claims and to facilitate the
agreements contained herein, the Asbestos Representatives have agreed to reduce the
Asserted Claims to a $1 billion allowed claim and to receive pro rata distributions of (i)
cash, (ii) the Purchaser Promissory Note (or interest in a trust holding such Purchaser
Promissory Note), and (iii) litigation trust interests under the New Sterlite Plan based
upon a claim amount of $750 million.
    
    The Asbestos Claims shall be channeled to the Asbestos Trust, and the holders of
such Asbestos Claims shall look solely to the Asbestos Trust for payment on such
Asbestos Claims.
    
    The Asbestos Trust shall be established and funded on the Effective Date with:
 Ø
    
    a pro rata share of all cash distributed to unsecured creditors based
upon a $750 million claim amountØ
    
    a pro rata share of the Purchaser Promissory Note based upon a claim
amount of $750 millionØ
    
    a pro rata share of litigation trust interests based upon a claim
amount of $750 million
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Ø
    
    rights to all insurance proceeds from all policies with respect to Asbestos ClaimsØ
    
    $27.5 million to fund the costs of administering the Asbestos Trust,
which shall be an allowed administrative claim
 
    
    Asbestos Representatives shall be permitted to select one of three litigation
trustees for the litigation trust; provided, however, the Parties recognize that the
number of litigation trustees may be expanded if necessary to accommodate the auction of
all or a portion of the interest in the Brownsville litigation.
    
    Cooperation agreement with respect to access to information to be provided.
    
    Asbestos trust related documents (asbestos TDP, asbestos trust agreement, etc.) shall
be reasonably acceptable to the Asbestos Committee, the FCR and the Debtors.
    
    Debtors to be permitted to substantively consolidate estates at their election.
    
    Intercompany DIP loan extended through the Effective Date.
    
    The outstanding balance, if any, under the intercompany DIP loan shall be credited
against the Debtors initial cash funding of the Asbestos Trust as provided in the
Debtors Third Amended Plan of Reorganization.
    
    Debtors shall be liable for the post-confirmation date fees and expenses of the
Asbestos Representatives to the same extent they are liable for the fees and expenses of
other retained professionals.
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DEBTORS:
 ASARCO LLC, a Delaware limited liability company
 /s/ Joseph F. Ladinsky
 Cement Asbestos Products Company
Capco Pipe CompanyLac DAmiante du Quebec, Ltee.LAQ Canada, Ltd.Lake Asbestos of Quebec, Ltd.
 /s/ Robert C. Pate
  /s/ Alan R. Brayton
  
 PLAN SPONSOR :
  /s/ C.V. Krishnan




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ASBESTOS COMMITTEES
 The
Official Committee of Unsecured Creditors of the Subsidiary Debtors
 /s/ Alan R. Brayton
 The Official Committee of Asbestos Claimants
 /s/ Alan R. Brayton
 FCR:
 The Future Claims Representative for the Subsidiary Debtors
 /s/ Robert C. Pate
 The Future Claims Representative for the Debtor
 /s/ Robert C. Pate
 The Future Claims Representative for the Additional Debtors
 /s/ Robert C. Pate