EXHIBIT 3
XXXXX COMMUNICATIONS, INC.
IRREVOCABLE PROXY
-----------------
This Irrevocable Proxy is dated as of January 25, 2002, and is being
delivered pursuant to those certain Assignment and Assumption Agreements
(collectively, the "Assignment Agreements"), dated as of January 25, 2002, by
---------------------
and between each of Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxx Xxxxx, and
Meridian Investment Company Ltd. All terms defined in the Assignment Agreements
are used herein with the same meanings as ascribed to them therein.
The undersigned, Meridian Investment Company Ltd., hereby irrevocably
constitutes and appoints Xxxxxxxx Group Inc., a Delaware corporation (the
"Xxxxxxxx Group"), as the undersigned's true and lawful attorney-in-fact and
--------------
proxy, with full power of substitution and resubstitution, and hereby authorizes
Xxxxxxxx Group to act for and on behalf of the undersigned as proxy, to vote or
otherwise act at all annual, special, and other meetings of stockholders of
Xxxxx Communications, Inc., a Delaware corporation (the "Corporation"), or to
-----------
express consent or dissent to corporate action in writing without a meeting,
with respect to all shares (the "Preferred Shares") of the Preferred Stock, par
----------------
value $0.01 per share, of the Corporation now owned or hereafter acquired by the
undersigned and with respect to all shares (the "Common Shares," and,
-------------
collectively with the Preferred Shares, the "Shares") of the Common Stock, par
------
value $0.01 per share, of the Corporation now owned or hereafter acquired by the
undersigned upon conversion of the Preferred Shares. The undersigned
acknowledges and agrees that the appointment and proxy granted hereby are
irrevocable and coupled with an interest within the meaning of Section 212(c) of
the Delaware General Corporation Law, shall not terminate by operation of law or
the occurrence of any other event, and shall remain in full force and effect for
so long as any of the Shares remain outstanding. It is further understood and
agreed that the appointment and proxy granted hereby relate to all voting
rights, whether limited, fixed, or contingent, with respect to all Shares, but
do not relate to any other right incident to the ownership of any of the Shares,
including, without limitation, the right to receive dividends and any other
distributions with respect to any of the Shares.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
on and as of the date first written above.
MERIDIAN INVESTMENT COMPANY LTD.
By: /s/ XXXXXX XXXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxxx
---------------------------------
Its: Director
----------------------------------
