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EXHIBIT 2.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
(Guardian International, Inc.)
This Assignment and Assumption Agreement is made as of November 24,
1997, among Westar Capital, Inc., a Kansas corporation ("Westar Capital"),
Western Resources, Inc., a Kansas corporation ("Western Resources"), Westar
Security, Inc., a Kansas corporation ("Westar Security") and Protection One,
Inc., a Delaware corporation ("Protection One"), pursuant to Amendment No. 1,
dated as of October 2, 1997, to the Contribution Agreement, dated as of July 30,
1997, between Western Resources and Protection One (as so amended, the
"Contribution Agreement").
1. Westar Capital hereby assigns, transfers and conveys to Westar
Security, without recourse to Westar Capital, Western Resources or any of its
"Subsidiaries" or "Affiliates" (each as defined in the Contribution Agreement),
all right, title and interest of Westar Capital in and to (i) 2,500,000 shares
(the "Common Shares") of the Class A Voting Common Stock, par value $.001 per
share, of Guardian International, Inc., a Nevada corporation ("Guardian"), and
1,875,000 shares (the "Preferred Shares") of the Series A Convertible Cumulative
Preferred Stock of Guardian, (ii) each of the Stock Subscription Agreement,
dated as of October 14, 1997, between Guardian and Westar Capital (the "Stock
Subscription Agreement"), the Registration Rights Agreement, dated October 21,
1997, between Guardian and Westar Capital, and the Stockholders Agreement, dated
as of October 21, 1997, among Guardian, Westar Capital and, inter alia, Xxxxxx
Xxxxxxxx, and (iii) each other agreement, instrument, certificate or document
executed by, or made in favor of, Westar Capital or any of its Subsidiaries
pursuant to or in connection with the Stock Subscription Agreement (including
the agreements described in clauses (ii) and (iii), collectively the "Ancillary
Agreements"). Western Resources hereby represents and warrants to Westar
Security and Protection One that neither Western Resources nor any Subsidiary or
Affiliate of Western Resources other than Westar Capital has any right, title or
interest in any security of Guardian (other than securities included in the
"Investment Shares" as defined in the Contribution Agreement) or in the
Subscription Agreement or any Ancillary Agreement.
2. Westar Security hereby assumes and agrees to duly and timely perform
all obligations of Westar Capital arising under the Subscription Agreement and
the Ancillary Agreements, and Protection One hereby guarantees the performance
by Westar Security of such obligations.
3. Concurrently with the parties' execution and delivery hereof,
Protection One is paying to Westar Capital, and Westar Capital and Western
Resources acknowledge that Westar Capital is receiving from Protection One, the
sum of $8.5 million in cash, which amount constitutes the "Purchase Price"
provided for in the Contribution Agreement with respect to the transfer of
securities, rights and obligations herein provided for. The parties acknowledge
that such sum has been paid through a dollar-for-dollar reduction in the "Cash
Amount" (as defined in the Contribution Agreement) paid by Western Resources to
Protection One.
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IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement as of the date first above written.
WESTERN RESOURCES, INC. PROTECTION ONE, INC.
By: /s/ XXXXXX X. KITCHEN By: /s/ XXXXX X. XXXXXXXXX, XX.
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Title: Executive Vice President Title: President
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and Chief Financial Officer
WESTAR CAPITAL, INC. WESTAR SECURITY, INC.
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Title: Secretary/Treasurer Title: Secretary/Treasurer
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