SETTLEMENT AGREEMENT

This Agreement is made at ______ on ________ day of _______ 2009.

AMONGST
KASB Bank Limited, a banking company incorporated under the Companies
Ordinance, 1984 and having its registered office at Business and Finance Center, I.I.
Chundrigar Road, Karachi and its Regional Office at 76-B, E-1, Main Boulevard,
Gulberg III, Lahore, hereinafter referred to as KASB, (which expression shall,
where context so admits, includes its successors-in-interest and assigns) of the First
part.
AND
Mr. Abdur Rafique Khan S/o Abdur Rashid Khan R/o 13/2, Asad Jan Road, Lahore
Cantt, Lahore
AND
Mr. Touseef Peracha S/o Mr. Siddique Peracha R/o 2A, D-1 Gulberg-III, Lahore
Both Directors of Gharibwal Cement Limited (a company incorporated under the
Companies Ordinance, 1984 and having its Registered Office at 34, Main Gulberg,
Lahore) referred hereinafter as DIRECTORS (which expression shall, where the
context so admits, includes his/their respective legal heir(s), successors-in-interest
and assigns) of the Second part.
WHEREAS the DIRECTOS filed a Suit viz. COS No. 88-B/2009, titled as Abdul
Rafique & Another versus KASB bank & Another, in the Lahore High Court Lahore
for the purpose of seeking Declaration and Permanent Injunction against KASB and
the next date of hearing in the aforesaid suit is 06-10-2009,
AND WHEREAS after filing the Suit by DIRECTORS as aforesaid, KASB filed a
Suit viz. COS No. 150-B/2009, titled as KASB Bank versus Dandot Cement Limited
& Others before the Lahore High Court Lahore for recovery of money amounting to
351.372 million wherein DIRECTORS have been impleaded as Defendant No. 5 and
6 and the next date of hearing in the aforesaid Suit is 06-10-2009,
AND WHEREAS parties to this Agreement are desirous of an amicable settlement of
disputes inter se that comprise the subject matter of the Suits pending before the
Honorable Lahore High Court Lahore as mentioned above and in pursuance thereof

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have held a meeting and reached a settlement with regard to the conduct and
management of the respective Suits filed by them against each other as mentioned
hereinabove,
AND WHEREAS in order to effectuate the settlement reached as mentioned above,
the Parties hereto are desirous to put the terms and conditions of the settlement in
form of a written Agreement

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS

UNDER:

1. That KASB hereby acknowledges that DIRECTORS are not and never have
been the Guarantors of the loan recovery whereof is sought through the Suit
filed by KASB as mentioned above; the said acknowledgment shall be
effectuated by the KASB by filing an application u/s Order 6 Rule 17 of the
CPC wherein it would seek to amend the Plaint in Suit No. 150-B/2009 so as
to exclude any mention of relief against DIRECTORS as Guarantors of the
loan.
2. That it is further agreed that KASB, in case of success in its Suit presently
pending before the Lahore High Court Lahore, shall enforce its security of
lien hereby created against the DIRECTORS only as a matter of the last resort
i.e. after failure to satisfy the decree, if any, against the defendants other than
the DIRECTORS in COS No. 150-B/2009; while the DIRECTORS in
consideration of the aforesaid act of KASB hereby agree to a lien on the
personal accounts of the DIRECTORS [viz. 0001-469404-121 (mahana
khazana account) and 0001-505092-121 (mahana khazana account) ]
maintained with the KASB. The lien as aforesaid shall be limited to a sum of
Rs. 88.00 (Eighty Eight) Million on each of the aforementioned accounts
totaling Rs. 176.00 Million. KASB shall have no right to recover anything
from the DIRECTORS except through the enforcement of the lien as herein
specified. Such lien however is conditional on the due performance by KASB
of its part of the bargain, and is without prejudice to the factual and legal stand
taken by the DIRECTORS in the two Suit mentioned above. The Application
under Order 6 Rule 17 to be filed by KASB shall mention the present
Agreement as the basis of the lien over the above-mentioned accounts of the
DIRECTORS as a security of last resort for the claim of KASB against
Dandot Cement Limited to the extent of Rs. 176.00 Million as aforesaid.
3. It is further agreed that this Agreement shall be filed before the Honourable
Lahore High Court, Lahore, in the aforesaid C.O.S No.88-B/2009 and COS
No. 150-B/2009 in order to facilitate the course of application u/s Order 6
Rule 17 to be filed by KASB as agreed in para 1 above.
4. It is further agreed that this Agreement shall be filed within three days of the
signing hereof in the Honorable Lahore High Court Lahore and in any case
three days before the next date of hearing in the Suits mentioned above i.e. 0610-09.

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IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day,
month and year first above written in the presence of the witnesses hereto.
For and on behalf of KASB

____________________

For and on behalf of DIRECTORS

___________________________

WITNESSES:

1.

_________________________

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2.

_________________________