Dear Sirs, THE SCOTTISH PREMIER LEAGUE LIMITED SEVCO SCOTLAND LIMITED With reference to the agreement executed

by the SPL (defined below) on even date with this letter among: (1) THE SCOTTISH FOOTBALL ASSOCIATION LIMITED, a company incorporated in Scotland (registered number SC005453) whose registered office is at Hampden Park, Glasgow G42 9AY (the "SFA"); THE SCOTTISH PREMIER LEAGUE LIMITED, a company incorporated in Scotland (registered number SC175364) whose registered office is at Hampden Park, Glasgow G42 9AY (the "SPL"); THE SCOTTISH FOOTBALL LEAGUE, an unincorporated association acting through its Board having its principal place of business at Hampden Park, Glasgow G42 9EB (the "SFL"); THE RANGERS FOOTBALL CLUB PLC (IN ADMINISTRATION), a company incorporated in Scotland (registered number SC004276) whose registered office is at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD ("RFC"), acting through the Joint Administrators (defined below); and SEVCO SCOTLAND LIMITED, a company incorporated in Scotland (registered number SC425159) whose registered office is at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD (Sevco),

(2)

(2)

(4)

(5)

(the Agreement) and subject always to the Agreement being executed by all of the parties thereto and Completion (as defined in the Agreement) taking and have taken place, the SPL hereby undertakes solely and exclusively to Sevco and to no other Person (defined below), that notwithstanding clause 2.1 of the Agreement that the SPL shall not after Completion take or commence disciplinary proceedings against Sevco under and in terms of the SPL Rules (as defined in the Agreement) for an alleged breach of the SPL Articles (as defined in the Agreement) and/or the SPL Rules by RFC and/or Rangers FC (as defined in the Agreement) prior to Completion in respect of any EBT Payments and Arrangements (as defined below), except where any such EBT Payments and Arrangements shall constitute a CW Enduring Act or Acts (as defined in the Agreement)(the Undertaking). In this letter:
EBT Payments and Arrangements means payments made by RFC into an employee benefit trust or trusts and/or payments made by RFC into sub trusts of such trust or trusts and/or payments by such trusts and/or sub trusts and any and all arrangements, agreements and/or undertakings relating to or concerning such payments; and,

Person

includes

individuals,

firms,

partnerships,

companies,

corporations,

associations,

organisations, governments, states, foundations, clubs and trusts, in each case whether or not having separate legal personality. The Undertaking is for the benefit of and only for the benefit of Sevco and may not be relied upon for any purpose or purposes by any Person other Sevco and the benefit of all or part of this letter and/or the Undertaking may not be assigned. Sevco must keep and maintain the existence of this letter, the terms hereof and the Undertaking in the strictest confidence and shall not disclose such existence, terms and/or the Undertaking to any other Person except in circumstances where Sevco is required by law so to do or where such disclosure is made in circumstance of disciplinary or other proceedings to which the SPL is a party and where Sevco seeks to rely on such terms and/or the Undertaking in such disciplinary or other proceedings. In the event that Sevco shall by itself, its officers, employees or agents, except in circumstances expressly permitted by this letter, fail to keep and maintain the existence of this letter, the terms hereof and/or the Undertaking in the strictest confidence or Sevco shall purport to assign the benefit of all or part of this letter and/or the Undertaking the SPL shall be entitled by notice in writing to Sevco to terminate the benefit of this letter and the Undertaking.

Yours faithfully

Neil Doncaster Chief Executive For and on behalf of the SPL ................................................ (Witness Signature) ................................................ (Name) ................................................ (Date)

We, Sevco acknowledge receipt of this letter and agree to the terms and conditions set out in this letter, including as to confidentiality, on which the Undertaking is given. .............................................. (Signature) .............................................. (Name) Director For and on behalf of Sevco ............................................. (Date) ................................................ (Witness Signature)

................................................ (Name) ................................................ (Date)