BLACKHAWK NETWORK HOLDINGS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 27, 2016 1.50% Convertible Senior Notes due 2022Indenture • July 28th, 2016 • Blackhawk Network Holdings, Inc • Finance services • New York
INDENTURE dated as of July 27, 2016 between BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Blackhawk Network Holdings, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • April 16th, 2013 • Blackhawk Network Holdings, Inc • Finance services • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.001 per share (“Class A Common Stock” and together with Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) and common stock, par value $0.001 per share, “Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AGREEMENT AND PLAN OF MERGER by and among BLACKHAWK NETWORK HOLDINGS, INC., BHN HOLDINGS, INC. and BHN MERGER SUB, INC. Dated as of January 15, 2018Merger Agreement • January 16th, 2018 • Blackhawk Network Holdings, Inc • Finance services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2018 (this “Agreement”), is entered into by and among Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), BHN Holdings, Inc., a Delaware corporation (“Parent”), and BHN Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
CREDIT AGREEMENT dated as of March 28, 2014, by and among BLACKHAWK NETWORK HOLDINGS, INC., as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and Issuing Lender,...Credit Agreement • April 1st, 2014 • Blackhawk Network Holdings, Inc • Finance services • New York
CREDIT AGREEMENT, dated as of March 28, 2014, by and among BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, including the Swingline Lender, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 27, 2016 by and among BLACKHAWK NETWORK HOLDINGS, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline...Credit Agreement • August 1st, 2016 • Blackhawk Network Holdings, Inc • Finance services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 27, 2016, by and among BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, including the Swingline Lender, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractCredit Agreement • December 23rd, 2015 • Blackhawk Network Holdings, Inc • Finance services • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 18, 2015 and is by and among BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions signatory hereto as lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
LEASE AGREEMENT BY AND BETWEEN 6200 STONERIDGE MALL ROAD INVESTORS LLC, a Delaware limited liability company AS LANDLORD and BLACKHAWK NETWORK, INC., an Arizona corporation AS TENANT Dated effective as of December 1, 2015Lease Agreement • March 2nd, 2016 • Blackhawk Network Holdings, Inc • Finance services • California
THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date. The defined terms used in this Lease Agreement which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the respective meanings and definitions given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Index of Exhibits, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as this “Lease”. All such exhibits, addendum or addenda attached to this Lease are herein incorporated by reference, and capitalized terms used in such exhibits, addendum or addenda but not defined herein shall have the meanings ascribed to them in this Lease.
BLACKHAWK NETWORK HOLDINGS, INC. SECOND AMENDED AND RESTATED 2006 RESTRICTED STOCK AND RESTRICTED STOCK UNIT PLANRestricted Stock and Restricted Stock Unit Plan • April 3rd, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), adopted this Blackhawk Network Holdings, Inc. Second Amended and Restated 2006 Restricted Stock and Restated Stock Unit Plan (the “Plan”) for the benefit of its eligible Employees (as defined herein). The Plan was initially effective as of February 24, 2006 (the “Effective Date”) and amended and restated effective as of February 23, 2007. This second amendment and restatement of the Plan is effective as of May 14, 2012.
AMENDED AND RESTATED ALLIANCE PARTNERS PROGRAM AGREEMENTAlliance Partners Program Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Ontario
This Amended and Restated Alliance Partners Program Agreement (“Agreement”), effective December 30, 2012 (“Effective Date”), is entered into by and between Blackhawk Network (Canada) Ltd., a corporation incorporated under the laws of Alberta (“Blackhawk”), and Canada Safeway Limited, a corporation incorporated under the laws of Alberta (“Safeway”).
BLACKHAWK NETWORK – AGREEMENT FOR SERVICES (CANADA)Agreement for Services • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Ontario
By the signatures of their duly authorized representatives below, Blackhawk Network (Canada) Ltd. (“Blackhawk”) and Canada Safeway Limited on behalf of itself and its retail affiliates (collectively, “Client”), intending to be legally bound, agree to all of the provisions of this Blackhawk Network – Agreement for Services (“Agreement”), executed on the dates set forth below and effective as of November 1, 2011 (“Effective Date”).
BLACKHAWK NETWORK – AGREEMENT FOR SERVICES (U.S.)Agreement for Services • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • California
By the signatures of their duly authorized representatives below, Blackhawk Network, Inc. (“Blackhawk”) and Safeway Inc. on behalf of itself and its retail affiliates (collectively, “Client”), intending to be legally bound, agree to all of the provisions of this Blackhawk Network – Agreement for Services (“Agreement”), effective as of October 19, 2011 (“Effective Date”).
BLACKHAWK NETWORK HOLDINGS, INC. (a Delaware corporation)Purchase Agreement • July 28th, 2016 • Blackhawk Network Holdings, Inc • Finance services • New York
Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Wells Fargo are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $460,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2022 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part o
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders' Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 14, 2013, is entered into by and among Blackhawk Network Holdings, Inc. (the “Company”), Safeway Inc., a Delaware corporation (“Safeway”), and each of the parties identified as stockholders on Schedule A hereto. The stockholders identified on Schedule A hereto and any other persons who may become stockholders of the Company, including transferees of the Stockholders, after the date hereof that execute a counterpart to this Agreement from time to time in such capacity are collectively referred to as the “Stockholders” and individually as a “Stockholder”; provided, however, that in no event will Safeway be included in the definition of “Stockholder.”
BLACKHAWK NETWORK GIFT CARD AGREEMENT - BULK AND ONLINE SALESGift Card Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • California
This Gift Card Agreement – Bulk and Online Sales (“Agreement”), effective November 2, 2007 (“Effective Date”), is entered into by and between Blackhawk Network, Inc., an Arizona corporation (“Blackhawk”), Safeway Gift Cards, LLC, an Arizona limited liability company (“SGC”) and Safeway Inc., a Delaware corporation (“Safeway”).
INVESTOR AGREEMENTInvestor Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”), effective as of July 27, 2009 (“Effective Date”), is entered into by and between Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), and [***], a Delaware corporation (“[***]”).
BLACKHAWK NETWORK HOLDINGS, INC. SECOND AMENDED AND RESTATED 2006 RESTRICTED STOCK AND RESTRICTED STOCK UNIT PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Award Grant Notice and Restricted Stock Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services
Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its Second Amended and Restated 2006 Restricted Stock and Restricted Stock Unit Plan (the “Plan”), hereby grants to the individual listed below (“Employee”), the right to purchase the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) at the purchase price set forth below. This restricted stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit “A” (the “Restricted Stock Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
AMENDED & RESTATED INVESTOR AGREEMENTInvestor Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS AMENDED & RESTATED INVESTOR AGREEMENT (this “Agreement”), effective as of March 31, 2011, is entered into by and between Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), and [***] (“Purchaser”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ALLIANCE PARTNERS PROGRAM AGREEMENTAlliance Partners Program Agreement • March 17th, 2014 • Blackhawk Network Holdings, Inc • Finance services
This Amendment No. 1 to Amended and Restated Alliance Partners Program Agreement (“Amendment No. 1”), effective February 19, 2014 (“Effective Date”), is entered into by and between Blackhawk Network, Inc., an Arizona corporation (“Blackhawk”), and Safeway Inc., a Delaware corporation (“Safeway”).
INVESTOR AGREEMENTInvestor Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”), effective as of January 5, 2011 (“Effective Date”), is entered into by and between Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), whose principal place of business is 5918 Stoneridge Mall Road, Pleasanton, California 94588, [***], and [***], whose registered office is [***]
ContractWarrant Agreement • April 8th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
August 14, 2014Tax Sharing Agreement • October 14th, 2014 • Blackhawk Network Holdings, Inc • Finance services
ContractOffice Space Lease • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Arizona
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS WARRANT ISSUANCE AGREEMENT (this “Agreement”), effective as of November 3, 2010 (the “Effective Date”), is entered into by and between Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), whose principal place of business is 5918 Stoneridge Mall Road, Pleasanton, California 94588, [***], and [***], whose registered office is [***].
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT [BLACKHAWK SERVICES TO SAFEWAY]Administrative Services Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • California
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is made this 15th day of March 2013 (the “Effective Date”), between Safeway Inc., a Delaware corporation (“Safeway”), and Blackhawk Network, Inc., an Arizona corporation (“Blackhawk”).
AMENDMENT NO. 4 TO SERVICING AGREEMENTServicing Agreement • February 24th, 2017 • Blackhawk Network Holdings, Inc • Finance services
This Amendment No. 4 to Servicing Agreement (“Amendment No. 4”) is made and entered into as of the latest date signed below (“Amendment Effective Date”) by and between Blackhawk Network, Inc., an Arizona corporation (“Servicer”), and MetaBank, dba Meta Payment Systems, a federal savings bank (“Bank”) and relates to that certain Servicing Agreement dated March 30, 2012, by and between Servicer and Bank, as amended by Amendment No. 1 to Servicing Agreement, dated November 5, 2012 (“Amendment No. 1”), Amendment No. 2 to Servicing Agreement, dated October 31, 2013 (“Amendment No. 2”), the First Addendum to Servicing Agreement, dated May 30, 2014 (“Addendum No. 1”), Amendment No. 3 to Servicing Agreement, dated June 13, 2014 (“Amendment No. 3”) and the Second Addendum to Servicing Agreement, dated October 1, 2015 (“Addendum No. 2”)(together, the “Agreement”). Each of Servicer and Bank may be referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used herein but
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Stock Purchase Warrant • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
ContractCredit Agreement • October 17th, 2017 • Blackhawk Network Holdings, Inc • Finance services • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 28, 2017 and is by and among BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions signatory hereto as lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
ADMINISTRATIVE SERVICES AGREEMENT [SAFEWAY SERVICES TO BLACKHAWK]Administrative Services Agreement • November 16th, 2012 • Blackhawk Network Holdings, Inc • Finance services • California
THIS ADMINISTRATIVE SERVICES AGREEMENT is made this 2nd day of June, 2008, and made effective the 1st day of January, 2006 (the “Effective Date”), between Safeway Inc., a Delaware corporation (“Safeway”), and Blackhawk Network, Inc., an Arizona corporation and its Affiliates (“Blackhawk”).
ContractCredit Agreement • October 24th, 2014 • Blackhawk Network Holdings, Inc • Finance services • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 23, 2014 and is by and among BLACKHAWK NETWORK HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions signatory hereto as lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
CASH MANAGEMENT AND TREASURY SERVICES AGREEMENTCash Management and Treasury Services Agreement • April 8th, 2013 • Blackhawk Network Holdings, Inc • Finance services • California
This Cash Management and Treasury Services Agreement (“Agreement”), effective as of April, 2013 (the “Effective Date”) is entered into by and between Blackhawk Network Holdings, Inc., a Delaware corporation (“Blackhawk”), and Safeway Inc., a Delaware corporation (“Safeway,” with each of Blackhawk and Safeway, a “Party” and together, the “Parties”), for the benefit of the Parties’ operating subsidiaries in the United States and Canada.
SECOND ADDENDUM TO SERVICING AGREEMENTServicing Agreement • March 2nd, 2016 • Blackhawk Network Holdings, Inc • Finance services
THIS SECOND ADDENDUM (this “Second Addendum”), signed October 1, 2015 (the “Second Addendum Effective Date”) is to that certain Servicing Agreement dated March 30, 2012, between Blackhawk Network, Inc. (“Servicer”) and MetaBank, dba Meta Payment Systems (“Bank”), as amended by the Letter Agreement dated March 30, 2012 (the “Letter Agreement”), Amendment No. 1 to Servicing Agreement, dated November 5, 2012 (“Amendment No. 1”), and Amendment No. 2 to Servicing Agreement, dated October 31, 2013 (“Amendment No. 2”), and Amendment No. 3 to Servicing Agreement dated June 13, 2014 (“Amendment No. 3”), and Addendum No. 1 to the Servicing Agreement dated May 30, 2014 (“Addendum No. 1”) (collectively, the “Agreement”).
BLACKHAWK MARKETING SERVICES GIFT CARD SALES AND MANAGEMENT AGREEMENTGift Card Sales and Management Agreement • March 18th, 2013 • Blackhawk Network Holdings, Inc • Finance services • California
This Agreement (“Agreement”), effective January 1, 2004 (“Effective Date”), is entered into by and between Blackhawk Marketing Services, Inc., an Arizona corporation (“Blackhawk”) and Safeway Inc. (“Retailer”).
AMENDMENT NO. 6 TO SERVICING AGREEMENTServicing Agreement • February 27th, 2017 • Blackhawk Network Holdings, Inc • Finance services
This Amendment No. 6 to Servicing Agreement (“Amendment No. 6”) is made and entered into as of the latest date signed below (“Amendment Effective Date”) by and between Blackhawk Network, Inc., an Arizona corporation (“Servicer”), and MetaBank, dba Meta Payment Systems, a federal savings bank (“Bank”) and relates to that certain Servicing Agreement dated March 30, 2012, by and between Servicer and Bank, as amended by Amendment No. 1 to Servicing Agreement, dated November 5, 2012 (“Amendment No. 1”), Amendment No. 2 to Servicing Agreement, dated October 31, 2013 (“Amendment No. 2”), the First Addendum to Servicing Agreement, dated May 30, 2014 (“Addendum No. 1”), Amendment No. 3 to Servicing Agreement, dated June 13, 2014 (“Amendment No. 3”), the Second Addendum to Servicing Agreement, dated October 1, 2015 (“Addendum No. 2”) the Amendment No. 4 to Servicing Agreement, dated May 6, 2016 (“Amendment No. 4”) and Amendment No. 5 to Servicing Agreement, dated June 16, 2016 (together, the “Ag
SELLER SUPPORT AGREEMENTSeller Support Agreement • September 25th, 2014 • Blackhawk Network Holdings, Inc • Finance services • Delaware
This Seller Support Agreement (this “Agreement”) is made and entered into as of the 24th day of September, 2014 by and among Blackhawk Network Holdings, Inc., a Delaware corporation (“Buyer”), BH Monarch Merger Sub, Inc., a Delaware corporation and direct or indirect subsidiary of Buyer (“Merger Sub”), Parago, Inc., a Delaware corporation (the “Company”), and TH Lee Putnam Ventures, L.P., as the Seller Representative (the “Seller Representative”), and each of the undersigned holders (each, a “Seller” and, collectively, the “Sellers”) of the Company Capital Stock set forth opposite such Seller’s name on Exhibit A.
