Exhibit 15
AGREEMENT OF WAIVER
Agreement of Waiver dated as of February 23, 1998 by
and among Xxxxx X. Xxxxxxxxxx ("LS"), Xxxxxx X. Xxxxxxxx ("AF"),
Xxxxxx X. Xxxx ("DB"), The Equitable Life Assurance Society of
the United States, a New York company ("ELAS"), Equitable Deal
Flow Fund, L.P., a Delaware limited partnership ("EDFF" and
together with ELAS, "Equitable"), Xxxxxxxx X. Xxxxx ("Xxxxx") and
Xxxxxxx X. Xxxxxx ("Xxxxxx").
W I T NE S S E T H
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WHEREAS, International Post Limited, LS, AF and DB are
parties to the Stock Resale Agreement, dated as of August 26,
1997 ("Stock Resale Agreement");
WHEREAS, LS, AF, DB, Equitable, Xxxxx and Xxxxxx are
parties to the Tag-Along Rights Agreement, dated as of August 26,
1997 ("Tag-Along Rights Agreement");
WHEREAS, LS, AF and DB are parties to an agreement
(filed as Exhibit 12 to Amendment 1 to Schedule 13D filed
September 4, 1997 by the Stockholders), dated as of August 26,
1997 (collectively with the Stock Resale Agreement and the Tag-
Along Rights Agreement, the "Agreements");
WHEREAS, LS desires to sell 200,000 shares of common
stock, $.01 par value, of Video Services Corporation ("Common
Stock") in a privately negotiated transaction (the
"Transaction"); and
WHEREAS, the Agreements contain certain restrictions
and conditions regarding the sale of Common Stock by LS.
NOW THEREFORE, the parties hereto agree as follows:
1. Notwithstanding anything to the contrary contained
in any of the Agreements, LS shall be permitted to consummate the
Transaction without compliance with any of the Agreements and AF,
DB, Equitable, Xxxxx and Xxxxxx hereby waive all restrictions and
conditions contained in the Agreements with respect to the
Transaction, including, but not limited to, any notice
requirements or right of any other party to the Agreements to
participate pro rata or otherwise in the Transaction.
2. Following the Transaction, the Agreements shall
not have any application to such shares of Common Stock.
3. This agreement shall be governed by the laws of
the State of New York, without regard to conflict of laws
principles.
4. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one agreement. Each
counterpart may consist of a number of copies each signed by less
than all, but together signed by all, the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the date first written above.
XXXXX X. XXXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxxx
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XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
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THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
/s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Investment Officer
EQUITABLE DEAL FLOW FUND, L.P.
By: Equitable Managed Assets,
L.P.
By: The Equitable Life
Assurance Society of the
United States
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Investment Officer
XXXXXXXX X. XXXXX
/s/ Xxxxxxxx X. Xxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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[SIGNATURE PAGE TO AGREEMENT OF WAIVER]
