From: David Grier David.Grier@duffandphelps.com Date: 12 February 2012 23:05 Subject: Re: Project William To: "ctw@libertycapital.biz" ctw@libertycapital.

biz Cc: David Whitehouse <David.Whitehouse@duffandphelps.com>, Paul Clark <Paul.Clark@duffandphelps.com>, Michael Bills <Michael.Bills@duffandphelps.com>

Craig, I am writing to confirm our fee proposal following our conversation and taking account of your feedback comments. We will confirm all of these points in a formal letter addressed to The Rangers FC Group Limited tomorrow morning, but in the meantime please accept the comments here as an update to our existing proposal. As discussed we envisage that a meeting with HMRC this week will help determine possible strategies for the directors and the proposed Administrator. Using your points as a reference we can confirm: 1. We propose to cap our fees in respect of an CVA or Administration to 500k, however we request the ability to discuss with you an additional payment in respect of our total time costs, in so far as this does not impact on your position. 2. We will obtain confirmed and capped values for additional and necessary costs for legal, valuations and security. As an indication we have an indicative value we understand that the cost for valuation for the fixed assets have been quoted at c50k. 3. Agreed. As discussed we believe that options will be determined following meetings with HMRC. 4. Agreed. We will include this within our proposed scope. 5. Agreed. We will work with you and your other advisors to minimise the length of process and keep you advised of all emerging issues. 6. Agreed. We trust that this update and our earlier conversation meets with you approval, and demonstrates our understanding of the sensitive nature of this situation. As we are meeting tomorrow we can discuss and resolve any remainig matters immediately. Regards, David _______________________________________

David Grier Partner

Duff & Phelps Ltd. 43-45 Portman Square London W1H 6LY

M +44 (0) 7900 137 552 T +44 (0) 20 7487 7240 F +44 (0) 20 7487 7299

david.grier@duffandphelps.com www.duffandphelps.co.uk

From: Craig Whyte [mailto:ctw@libertycapital.biz] Sent: Saturday, February 11, 2012 06:32 PM To: David Grier Subject: Project William David,

Thanks for your fee proposal which should be addressed to The Rangers FC Group Ltd. What I want to get to here is to have all costs pinned down and no unpleasant surprises later on. 1. Fees should be capped at a maximum of 500k 2. Clarity on anything not included in this and capped fees from any other parties that need to be involved. In terms of PR and Security this can be handled via the Club and shouldn't be a cost to the Administrator. 3. Clearly this could play out in a couple of different ways a) Straightforward CVA agreed with HMRC b) Pre-Pack business and assets and CVA of Oldco to keep league membership and UEFA - we will have no choice but to go down this route if HMRC don't agree a CVA during the moratorium. 4. SFA requirements for accounts for UEFA license being met by March 31st and the work required on this should be included. 5. Administration under any scenario should be short but we may be hit with some curveballs - I want to make sure that you're incentivised to get this out of Admin very quickly (preferably in hours) and that there's no incentive for you to continue as Administrators for longer than necessary hence the cap. 6. I'd feel more comfortable with having only 2 administrators in place rather than 3 and I'd like to speak to David and Paul to make sure that they're comfortable with the fact that we might end up

with HMRC being hostile (I suspect this will end up being the case so you should go into it with your eyes open) Happy with a success fee as suggested.

Best,

Craig