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44client not provide any extension or waivers to the MinorityShareholders under your client's contract with them"June 17, 1999: Mr. Sugarman writes to Mr. Stumphius again along the samelines, reiterating that (C.21):We are also troubled by the fact that Mr. Behar and you arecontinuing to dodge our questions about what additional considerationwas offered by the Minority Shareholders as to induceyour client to violate our agreement by your client providingthe Minority Shareholders with more than 10 days to completethe purchase.Not only is that a violation of our contract including the requirementof good faith but it would appear that any such offer by theMinority Shareholders would be a tortious interference of ourcontract to purchase the shares, and we will so advise the MinorityShareholders. Moreover, if such a tortious interferencedid occur, then our claim against them would not be subject tothe arbitration proceedings. "June 17/18, 1999: the Sale and Purchase Agreement is entered into betweenBrussels and Gillam as buyers and Vision N.V. as seller (the "SPACore Minority Shareholders") (R.22);June 17, 1999: on the same day, Vision N.V., Brussels and Gillam enter intoan agreement pursuant to which the parties agree to waive some of their respectiverights and to deviate from certain provisions in the SPA Core MinorityShareholders (R.21);June 23, 1999: Mr. Stumphius writes to Mr. Sugarman indicating that thedown payment is only returnable once the Core Minority Shareholders havecompleted the pre-emption of the shares, i.e. the transfer of shares andpayment therefor (C.26);June 29, 1999: the RCF shares are transferred by Vision N.V. to Brusselsand Gillam;June 30, 1999: Brussels and Gillam transfer the RCF shares toM6diareseaux.3. The nature of the obligation to perform the SPA in -good faith88. Valvision and Vision N.V. entered into the SPA that related to the sale ofthe RCF shares by Vision N.V. to Valvision. They had agreed upon all the conditionsof their transaction but Vision N.V. was under the obligation to comply0with pre-emption rights it had granted to the Minority Shareholderssuant to the General Agreement. Vision N.V. and Valvision the raaw to rre'nrt`spect the consequences of the existence of the General Agr ent. The SPA .;01specifically provided for the respecting by Vision N.V. of iUbgg_at TS;A UARMTRAGEA02338488/0.31/16 Oct 2002ti INTERNATIONAL COURT OF ARBITRATIONZ In l G0,N 0`L CHAM8ER/