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EXHIBIT 2
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on February 14, 2001 by and
among Crest Communications Holdings LLC ("Crest Communications"), Crest Partners
I LLC ("CP I"), Crest Communications Partners LP ("CCP I") and Xx. Xxxxxxx X.
Xxxxxxx (together with Crest Communications, CP I and CCP I the "Filing
Parties").
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the "Act"), requires that, when a Schedule 13D is filed on behalf of
more than one person, an agreement be executed and filed as an exhibit to the
Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all
such persons;
NOW THEREFORE, in consideration of the premises and the mutual promises
stated herein, the Filing Parties hereby agree as follows:
1. Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) will be filed jointly on behalf of all the
Filing Parties with respect to the shares of capital stock of
Viasource Communications, Inc., a New Jersey corporation.
2. Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(k)(1) under the Act, each Filing Party individually
is (i) eligible to use the Schedule 13D and (ii) responsible
for the timely filing of such Schedule 13D and any amendments
thereto and for the completeness and accuracy of the
information concerning such Filing Party contained in such
Schedule 13D. None of the Filing Parties, however, will be
responsible for the completeness or accuracy of information
concerning any other Filing Party contained in such Schedule
13D, or any amendments thereto, unless such Filing Party knows
or has reason to believe that such information is incomplete
or inaccurate.
3. This agreement will not be assignable by any Filing Party. Any
assignment in violation of the foregoing will be null and
void.
4. This agreement will terminate upon the written notice of
termination given by any Filing Party to the other Filing
Parties.
5. This agreement may be executed in several counterparts, each
of which will be deemed to be an original copy hereof.
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IN WITNESS WHEREOF, the undersigned hereby execute this Agreement Among
Filing Parties as of the date or dates set forth below.
Dated: February 14, 2001
/s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
CREST COMMUNICATIONS HOLDINGS LLC
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: Managing Director
CREST PARTNERS I LLC
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: Managing Director
CREST COMMUNICATIONS PARTNERS LP
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: Managing Director, Crest
Partners I LLC, as General
Partner of Crest Communications
Partners LP
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