8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2011

SWISHER HYGIENE INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35067	27-3819646
(Commission File Number)	(I.R.S. Employer Identification No.)

4725 Piedmont Row Drive, Suite 400 Charlotte, North Carolina	28210
(Address of Principal Executive Offices)	(Zip Code)

(704) 364-7707
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Facilities

     On February 28, 2011, Swisher International Inc. (“Swisher International”) and HB Service, LLC (“HB Service”), each a wholly owned subsidiary of Swisher Hygiene Inc. (“Swisher Hygiene”), entered into an Omnibus Amendment Agreement with Wells Fargo Bank, National Association (the “Bank”) to amend the terms of the following credit agreements: (1) the Credit Agreement, dated as of November 14, 2005, as amended, pursuant to which the Bank has made available to Swisher International a revolving credit facility in the aggregate principal amount of $10 million (the “$10 million credit facility”) and (2) the Credit Agreement, dated as of June 25, 2008, as amended, pursuant to which the Bank has made available to HB Service a revolving credit facility in the aggregate principal amount of $15 million (the “$15 million credit facility” and collectively with the $10 million credit facility, the “Credit Facilities”). Pursuant to the Omnibus Amendment Agreement, the maturity date of the Credit Facilities was extended to January 15, 2012 from February 28, 2011.

     In addition, pursuant to the Omnibus Amendment Agreement, Swisher Hygiene agreed to the following financial covenants: (1) Swisher Hygiene and its subsidiaries must maintain, at all time, unencumbered cash and cash equivalents not less than $10 million and (2) will not permit the consolidated EBITDA (as defined in the Omnibus Amendment Agreement) of Swisher Hygiene and its subsidiaries for the period of the four consecutive fiscal quarters ending on June 30, 2011 to be less than $5 million and for the period of the four consecutive fiscal quarters ending as of September 30, 2011 to be less than $7 million. Also, pursuant to the Omnibus Amendment Agreement, the Bank released H. Wayne Huizenga from his obligations under the guaranty agreements made by Mr. Huizenga in favor of the Bank, dated as of June 25, 2008.

     A copy of the Omnibus Amendment Agreement is attached hereto as Exhibit 10.1 to this report, and is incorporated herein by reference.

Choice Acquisition

     Assignment Agreement

     On February 28, 2011, Swisher Hygiene, P&C Holdings, L.L.C. (“P&C”), and Nicholas Cascione, the sole member of P&C, entered into an Assignment of Shares Agreement (“Assignment Agreement”). Pursuant to the Assignment Agreement, certain stockholders of Choice received $5.7 million in exchange for their shares of Choice common stock in lieu of the merger consideration described in the Merger Agreement (as described below). Pursuant to the Assignment Agreement, P&C assigned to Swisher Hygiene all of its rights and interests under the Agreement and Plan of Merger, dated as of February 13, 2011, among Swisher Hygiene, SWSH Merger Sub, Inc. (“Merger Sub”), Choice Environmental Services, Inc. (“Choice”) and the other parties as set forth in the agreement (the “Merger Agreement”).

     A copy of the Assignment Agreement is attached as Exhibit 10.2 to this report, and is incorporated herein by reference.

     Amendment to Merger Agreement

     On February 28, 2011, Swisher Hygiene, Merger Sub, Choice and the other parties as set forth in the agreement entered into an Amendment (the “Amendment”) to the Merger Agreement. The sole purpose of the Amendment was to eliminate the escrow agent as a party to the Merger Agreement and to agree to set forth the obligations of the escrow agent, which are ministerial in nature, in a separate escrow agreement.

     A copy of the Amendment is attached hereto as Exhibit 2.1 to this report, and is incorporated herein by reference.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

     On March 1, 2011, Swisher Hygiene closed its previously announced acquisition of Choice pursuant to the Merger Agreement, as amended. Under the terms of the Merger Agreement, as amended, Merger Sub merged with and into Choice, and Choice will continue as the surviving entity and a wholly-owned subsidiary of Swisher Hygiene. Upon the closing of the acquisition of Choice, with the exception of the shares of Choice subject to the Assignment Agreement, which Swisher Hygiene currently owns, all shares of Choice have been exchange for shares of Swisher Hygiene.

     As consideration for the acquisition, Swisher Hygiene issued 8,281,924 shares of its common stock to the former shareholders of Choice at the agreed-upon value of $44.4 million. In addition, certain shareholders of Choice received $5.7 million in cash and two of Choice’s officers received warrants to purchase an additional 688,557 shares and an additional 229,519 shares of common stock, respectively, at an exercise price of $6.21 (the “Warrants”). The Warrants expire on March 31, 2010 and the vesting schedule of the Warrants is as follows: 75% of the warrant to purchase 688,557 shares of common stock vested immediately; 25% of the warrant to purchase 229,519 shares of common stock vested immediately; and the remainder of each warrant may be exercised at any time prior to the expiration date if the holders of the warrants simultaneously exercise their rights to purchase the shares of common stock. Swisher Hygiene also assumed approximately $41.5 million in debt, and expects to pay down a majority of this debt with proceeds from its recently completed subscription receipt offering, which Swisher Hygiene previously reported on its Current Report on Form 8-K dated February 11, 2011 (the “Subscription Receipts Offering”).

     On March 1, 2011, in connection with the closing of the acquisition of Choice, the 12,262,500 subscription receipts issued in connection the Subscription Receipts Offering were exchanged for 12,262,500 shares of the Company’s common stock.

     The shares of common stock and the Warrants issued in connection with the acquisition of Choice, and the shares of common stock underlying the Warrants, when such shares are issued in accordance with the terms of the Warrants, will be issued, pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (“the Securities Act”), and Rule 506 thereunder, which exemption Swisher Hygiene believes is available because the securities were not offered pursuant to a general solicitation and due to the status of the recipients of the securities as “accredited investors,” as defined in Regulation D under the Securities Act. The shares of common stock issued in exchange for the subscription receipts were issued pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, which exemption Swisher Hygiene believes is available because the shares of common stock were issued in exchange for the subscription receipts held by existing security holders and no commission or other remuneration was paid or given directly or indirectly in connection with the solicitation of such exchange.

     A copy of the Swisher Hygiene’s press release dated March 1, 2011 announcing the completion of the acquisition of Choice is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities.

     The information set forth in Item 1.01 to this report is incorporated in this Item 3.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The required financial statements will be filed on Form 8-K/A as soon as practicable, but not later than 71 calendar days after the date of this Form 8-K.

(b) Pro Forma Financial Information

The required financial statements will be filed on Form 8-K/A as soon as practicable, but not later than 71 calendar days after the date of this Form 8-K.

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(d) Exhibits.

2.1	Amendment to Agreement and Plan of Merger, dated as of February 28, 2011, by and among Swisher Hygiene Inc., SWSH Merger Sub, Inc., Choice Environmental Services, Inc., and the other parties set forth therein.
10.1	Omnibus Amendment Agreement, effective as of February 28, 2011, by and between Swisher International, Inc. HB Service, LLC and Wells Fargo Bank, National Association.
10.2	Assignment of Shares Agreement, dated as of February 28, 2011, between P&C Holdings, L.L.C., Nicholas Cascione and Swisher Hygiene Inc.
99.1	Press release, dated March 1, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 4, 2011	SWISHER HYGIENE INC.
	By:	Steven R. Berrard
		Steven R. Berrard
		President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of February 28, 2011, by and among Swisher Hygiene Inc., SWSH Merger Sub, Inc., Choice Environmental Services, Inc., and the other parties set forth therein.
10.1	Omnibus Amendment Agreement, effective as of February 28, 2011, by and between Swisher International, Inc. HB Service, LLC and Wells Fargo Bank, National Association.
10.2	Assignment of Shares Agreement, dated as of February 28, 2011, between P&C Holdings, L.L.C., Nicholas Cascione and Swisher Hygiene Inc.
99.1	Press release, dated March 1, 2011.

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EX-2.1

Exhibit 2.1

AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

     This Amendment to Agreement and Plan of Merger (the “Amendment”), is dated as of February 28, 2011 and is by and among Swisher Hygiene Inc., a Delaware corporation (“Parent”), SWSH Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Sub”), Choice Environmental Services, Inc., a Florida corporation (the “Company”), Glen Miller (“Miller”), Neal Rodrigue (“Rodrigue”), The Hermine Rodrigue Testamentary Trust for Hayden Rodrigue, The Hermine Rodrigue Testamentary Trust for Kera Rodrigue, The Robert Rodrigue Testamentary Trust for Hayden Rodrigue, and the Robert Rodrigue Testamentary Trust for Kera Rodrigue (“Testamentary Trusts”).

R E C I T A L S

     WHEREAS, the Parent, Sub, Company, Miller, Rodrigue and the Testamentary Trusts have entered into that certain Agreement and Plan of Merger dated as of February 13, 2011 (as amended, the “Merger Agreement”); and

     WHEREAS, the Merger Agreement contemplated that the Escrow Agent would be a party thereto and assume various obligations thereunder; and

     WHEREAS, the Escrow Agent has advised that it is contrary to its policies to be a party, as escrow agent, to a merger similar to the Merger, or to perform any obligations other than ministerial obligations; and

     WHEREAS, the parties to the Merger Agreement have agreed to amend the Merger Agreement to remove the Escrow Agent as a party thereto.

     NOW, THEREFORE, in consideration of the foregoing Recitals which are incorporated herein and made a part hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Merger Agreement as follows:

          1. Definitions. Capitalized terms used herein and not defined herein shall have the meaning ascribed to such term as set forth in the Merger Agreement and all references to Sections or Articles, shall mean the Sections or Articles of the Merger Agreement unless reference is made to another document. For purposes hereof, all references to the Merger Agreement, shall mean the Merger Agreement as amended by this Amendment.

          2. Amendments. The Merger Agreement shall be amended as follows:

The parties to the Merger Agreement agree to eliminate the Escrow Agent as a party to the Merger Agreement without in any way affecting any of the parties obligations hereunder. The parties also agree that the obligations of the Escrow Agent shall be set forth in a separate escrow agreement, which shall as nearly as

possible reflect the obligations of the Escrow Agent as contained in Article VIII of the Merger Agreement; provided that the Escrow Agent’s obligations under the escrow agreement shall be only ministerial in nature. Notwithstanding the foregoing, the parties acknowledge and agree that the terms of Article VIII shall remain in full force and effect without amendment or modification and that the parties shall remain subject to all of the terms of Article VIII including but not limited to Section 8.4 as if the Escrow Agent remained a party thereto, and to the extent of any inconsistency between the obligations of the parties (other than the Escrow Agent) under the provisions of the Merger Agreement and the obligations of the parties under the terms of the escrow agreement with the Escrow Agent, the provisions of the Merger Agreement shall prevail. The obligations of the Escrow Agent shall only be reflected in the terms of the escrow agreement.

          3. Full Force and Effect. Except as specifically amended, modified or supplemented by the Amendment, the Merger Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect.

          4. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

          5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within Broward County, State of Florida, in connection with any matter based upon or arising out of this Amendment or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

          6. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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     IN WITNESS WHEREOF, Parent, Sub, the Company, the Principal Shareholders and the Principal Shareholder Affiliates have caused this Amendment to be signed, all as of the date first written above.

SWISHER HYGIENE INC.
By:	/s/ Thomas E. Aucamp
	Thomas E. Aucamp, Executive Vice President
CHOICE ENVIRONMENTAL SERVICES, INC.
By:	/s/ Glen Miller
	Name:	Glen Miller
	Title:	Chief Executive Officer
SWSH MERGER SUB, INC.
By:	/s/ Thomas E. Aucamp
	Thomas E. Aucamp, Executive Vice President

[Signature Page to Amendment to Agreement and Plan of Merger]

/s/ Glen Miller
Glen Miller
/s/ Neal W. Rodrigue
Neal W. Rodrigue
The Hermine Rodrigue Testamentary Trust for Hayden Rodrigue
By:	/s/ Neal W. Rodrigue
	Name:	Neal W. Rodrigue
	Title:	Trustee
The Hermine Rodrigue Testamentary Trust for Kera Rodrigue
By:	/s/ Neal W. Rodrigue
	Name:	Neal W. Rodrigue
	Title:	Trustee
The Robert Rodrigue Testamentary Trust for Hayden Rodrigue
By:	/s/ Neal W. Rodrigue
	Name:	Neal W. Rodrigue
	Title:	Trustee
The Robert Rodrigue Testamentary Trust for Kera Rodrigue
By:	/s/ Neal W. Rodrigue
	Name:	Neal W. Rodrigue
	Title:	Trustee

[Signature Page to Amendment to Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

EXECUTION VERSION

OMNIBUS AMENDMENT AGREEMENT

     THIS OMNIBUS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2011, and shall be effective as of February 28, 2011 upon the satisfaction of all of the conditions to effectiveness set forth in Article IV hereof (the “Effective Date”) by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (“Swisher”), HB SERVICE, LLC, a Delaware limited liability company (“HB Service”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association) (the “Bank”) and the other Persons party hereto.

BACKGROUND STATEMENT

     A. Swisher and the Bank are parties to a Credit Agreement, dated as of November 14, 2005, as amended by that certain First Amendment to Credit Agreement dated as of April 26, 2006, by that certain Second Amendment and Waiver to Credit Agreement dated as of September 8, 2006, by that certain Third Amendment and Waiver to Credit Agreement dated as of March 21, 2008, by that certain Fourth Amendment and Waiver to Credit Agreement dated as of June 25, 2008, by that certain Fifth Amendment and Waiver to Credit Agreement dated as of June 30, 2009, by that certain Sixth Amendment to Credit Agreement, dated as of November 18, 2009, by that certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of August 13, 2010, by that certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of October 28, 2010, by the Omnibus Amendment Agreement, dated as of November 5, 2010, and by the Omnibus Amendment Agreement, dated as of February 14, 2011 (the “Swisher Credit Agreement”), pursuant to which the Bank has made available to Swisher a revolving credit facility in the aggregate principal amount of $10,000,000. As of the date hereof, the current outstanding principal amount of the loans outstanding under the Swisher Credit Agreement is $ 9,946,932.41, and pursuant to the terms of the Swisher Credit Agreement, the current Applicable Margin (as defined in the Swisher Credit Agreement) is 2.85%. The obligations of Swisher under the Swisher Credit Agreement have been guaranteed by (i) the Subsidiary Guarantors (as defined in the Swisher Credit Agreement) pursuant to the Guaranty (as defined in the Swisher Credit Agreement), (ii) HB Service and its subsidiaries pursuant to the HB Service Guaranty (as defined in the Swisher Credit Agreement) (iii) H. Wayne Huizenga (“Huizenga”) pursuant to the guaranty agreement made by Huizenga in favor of the Bank, dated as of June 25, 2008 (as amended from time to time, the “Huizenga Swisher Guaranty”), and (iv) Swisher Hygiene Inc. (“Swisher Hygiene”), pursuant to the guaranty agreement made by Swisher Hygiene, dated as of November 23, 2010, subject to the terms and conditions therein. The obligations of Swisher under the Swisher Credit Agreement have been secured by a lien on the assets of Swisher and the Subsidiary Guarantors and HB Service and it subsidiaries pursuant to the terms of the Security Agreement and the HB Service Security Agreement (each as defined in the Swisher Credit Agreement), respectively.

     B. HB Service and the Bank are parties to a Credit Agreement, dated as of June 25, 2008, as amended by that certain First Amendment and Waiver to Credit Agreement dated as of June 30, 2009, by that certain Second Amendment to Credit Agreement dated as of November 18, 2009, by that certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of August 13, 2010, by that certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of October 28, 2010, by the Omnibus Amendment Agreement, dated as of November 5, 2010, and by the Omnibus Amendment Agreement, dated as of February 14, 2011 (the “HB Service Credit Agreement”), pursuant to which the Bank has made available to HB Service a revolving credit facility in the aggregate principal amount of $15,000,000. As of the date hereof, the current outstanding principal amount of the loans outstanding under the HB Service Credit Agreement is $15,000,000, and pursuant to the terms of the HB Service Credit Agreement, the current Applicable Margin (as defined in the HB Service Credit Agreement) as of the date hereof is 1.50%. The obligations of HB Service under the HB Service Credit Agreement have been guaranteed by (i) Huizenga pursuant to the guaranty agreement made by Huizenga in favor of the Bank, dated as of June 25, 2008 (as amended from time to time, the “Huizenga HB Service Guaranty”), and (ii) Swisher Hygiene, pursuant to the guaranty agreement made by Swisher Hygiene, dated as of November 23, 2010.

     C. Concurrently with the execution hereof, (1) the Bank is releasing Huizenga from the Huizenga Swisher Guaranty and the Huizenga HB Service Guaranty, and (2) HB Service and Swisher are causing cash in the amount of $15,000,000 to be deposited by Swisher into an account at the Bank, and a security interest in such amount to be granted to Bank, to secure the obligations of HB Service and Swisher to the Bank under the HB Service Credit Agreement and the Swisher Credit Agreement, pursuant to the Security Agreement, dated as of the date hereof (the “Account Security Agreement”); provided such Account Security Agreement (and the liens created thereby) shall be immediately and automatically terminated upon consummation of the Private Placement and the Choice Acquisition (as defined herein) and delivery to the Bank of a certificate, executed by the Chief Financial Office of Swisher Hygiene, certifying that as of the consummation of the Private Placement and the Choice Acquisition, and immediately after giving effect thereto, Swisher Hygiene and its Subsidiaries has in excess of $37,500,000 in cash.

     D. Swisher and HB Service have requested certain amendments to the Swisher Credit Agreement and the HB Service Credit Agreement, respectively, and the Bank has agreed to make such amendments on the terms and subject to the conditions set forth herein.

STATEMENT OF AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO SWISHER CREDIT AGREEMENT

     1.1 Amendments to Section 1.1 (Defined Terms) of the Swisher Credit Agreement.

          (a) The definition of “Consolidated EBITDA” is hereby deleted in its entirety and replaced with the following:

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“Consolidated EBITDA” shall mean, of any Person for any period, the aggregate of (i) Consolidated Net Income of such Person for such period plus (ii) the sum of depreciation, amortization of intangible assets, interest expense, and income tax expense for such period, plus (iii) nonrecurring costs and expenses incurred in connection with the Coolbrands Merger not to exceed $5,100,000, plus (iv) nonrecurring costs and expenses incurred in connection with the Private Placement and the Choice Acquisition not to exceed $3,500,000, plus (v) additional add-backs in connection with Permitted Acquisitions, provided the Bank has given its prior written consent to such add back, plus (vi) compensation paid by Swisher Hygiene in the form of stock of Swisher Hygiene, all to the extent taken into account in the calculation of Consolidated Net Income for such period.

          (b) The definition of “Revolving Credit Termination Date” is hereby deleted in its entirety and replaced with the following:

“Revolving Credit Termination Date” shall mean the date of the earliest to occur of the following: (i) January 15, 2012; (ii) the date on which the Bank makes demand for payment of the Revolving Loans in accordance with Article VIII; (iii) such date of termination as is mutually agreed upon by the Bank and the Borrower; and (iv) the date after all Obligations have been paid in full and the Bank is no longer obligated to make Revolving Loans hereunder.

          (c) The following defined term is hereby added in appropriate alphabetical order:

“Choice Acquisition” shall have the meaning given to such term in the Omnibus Amendment Agreement, dated as of February 28, 2011, between the Borrower, the Bank and certain other parties thereto.

“Private Placement” shall have the meaning given to such term in the Omnibus Amendment Agreement, dated as of February 28, 2011, between the Borrower, the Bank and certain other parties thereto

“Swisher Hygiene” shall mean Swisher Hygiene Inc., a Delaware corporation and ultimate parent company of the Borrower.

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     1.2 Amendments to Section 5.1 (Financial and Business Information) of the Swisher Credit Agreement. Subsections (a), (b) and (c) of Section 5.1 of the Swisher Credit Agreement are hereby deleted in their entirety and replaced with the following:

(a) Within forty-five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year of Swisher Hygiene, beginning with the Fiscal Quarter ending March 31, 2011, a consolidated balance sheet of Swisher Hygiene and its Subsidiaries, on a consolidated basis, as of the close of such Fiscal Quarter, and consolidated statements of income and cash flows for Swisher Hygiene and its Subsidiaries, on a consolidated basis, for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by Swisher Hygiene’s president or chief financial officer to be true and accurate; provided that the financial statements required to be delivered pursuant to this Section 5.1(a) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on Swisher Hygiene’s website on the Internet at http://www.swisherhygiene.com, at www.sec.gov/ edgar/searchedgar/webusers.htm or at another website identified in a written notice to the Bank by Borrower;

(b) Within one hundred twenty (120) days after the close of each Fiscal Year of Swisher Hygiene, beginning with the fiscal year ending December 31, 2010, an audited consolidated balance sheet of Swisher Hygiene and its Subsidiaries, on a consolidated basis, as of the close of such Fiscal Year, and audited consolidated statements of income and cash flows for Swisher Hygiene and its Subsidiaries, on a consolidated basis, for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, each audited by an independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and each accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by Swisher Hygiene, or any of its Subsidiaries or with respect to accounting principles followed by such entity not in accordance with GAAP; provided that the financial statements required to be delivered pursuant to this Section 5.1(b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on Swisher Hygiene’s website on the Internet at http://www.swisherhygiene.com, at www.sec.gov/edgar/searchedgar/webusers.htm or at another website identified in a written notice to the Bank by Borrower;

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(c) Concurrently with the delivery of the financial statements described in subsection (b) above, a certificate addressed to the Bank from the Chief Financial Officer of the Borrower certifying that he has no knowledge of the occurrence or existence of any Default or Event of Default under this Agreement, or specifying the nature and period of existence of any such Default or Event of Default;

     1.3 Amendment to Article VI of the Swisher Credit Agreement (Financial Covenants). Article VI of the Swisher Credit Agreement is hereby deleted in its entirety and replaced with the following:

ARTICLE VI

FINANCIAL COVENANTS

          The Borrower covenants and agrees that, until payment in full of all Obligations of the Borrower to the Bank, the Borrower will not:

6.1 Unencumbered Liquidity. Following the termination of the Security Agreement, dated as of February 28, 2010, pursuant to its terms, permit Swisher Hygiene and its Subsidiaries to maintain, at any time, unencumbered cash and Cash Equivalents less than $10,000,000.

6.2 Consolidated EBITDA. Permit the Consolidated EBITDA of Swisher Hygiene and its Subsidiaries on a consolidated basis (calculated on a pro forma basis as if all Acquisitions consummated during the relevant measurement period had been consummated on the first day of such period), (i) for the period of the four consecutive Fiscal Quarters ending on June 30, 2011, to be less than $5,000,000, (ii) for the period of the four consecutive Fiscal Quarters ending as of September 30, 2011, to be less than $7,000,000.

     1.4 Other Amendments to the Swisher Credit Agreement. For purposes of the representations, warranties, covenants and Events of Default in the Swisher Credit Agreement, all references to the Borrower and its Subsidiaries shall be deemed to include Swisher Hygiene and its Subsidiaries.

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ARTICLE II

AMENDMENTS TO HB SERVICE CREDIT AGREEMENT

     2.1 Amendments to Section 1.1 (Defined Terms) of the HB Service Credit Agreement.

          (a) The definition of “Consolidated EBITDA” is hereby deleted in its entirety and replaced with the following:

“Consolidated EBITDA” shall mean, of any Person for any period, the aggregate of (i) Consolidated Net Income of such Person for such period plus (ii) the sum of depreciation, amortization of intangible assets, interest expense, and income tax expense for such period, plus (iii) nonrecurring costs and expenses incurred in connection with the Coolbrands Merger not to exceed $5,100,000, plus (iv) nonrecurring costs and expenses incurred in connection with the Private Placement and the Choice Acquisition not to exceed $3,500,000, plus (v) additional add-backs in connection with Permitted Acquisitions, provided the Bank has given its prior written consent to such add back, plus (vi) compensation paid by Swisher Hygiene in the form of stock of Swisher Hygiene, all to the extent taken into account in the calculation of Consolidated Net Income for such period.

          (b) The definition of “Revolving Credit Termination Date” is hereby deleted in its entirety and replaced with the following:

“Revolving Credit Termination Date” shall mean the date of the earliest to occur of the following: (i) January 15, 2012; (ii) the date on which the Bank makes demand for payment of the Revolving Loans in accordance with Article VIII; (iii) such date of termination as is mutually agreed upon by the Bank and the Borrower; and (iv) the date after all Obligations have been paid in full and the Bank is no longer obligated to make Revolving Loans hereunder.

          (c) The following defined term is hereby added in appropriate alphabetical order:

“Choice Acquisition” shall have the meaning given to such term in the Omnibus Amendment Agreement, dated as of February 28, 2011, between the Borrower, the Bank and certain other parties thereto.

“Private Placement” shall have the meaning given to such term in the Omnibus Amendment Agreement, dated as of February 28, 2011, between the Borrower, the Bank and certain other parties thereto

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“Swisher Hygiene” shall mean Swisher Hygiene Inc., a Delaware corporation and ultimate parent company of the Borrower.

          2.2 Amendments to Section 5.1 (Financial and Business Information) of the HB Service Credit Agreement. Subsections (a), (b) and (c) of Section 5.1 of the HB Service Credit Agreement are hereby deleted in their entirety and replaced with the following:

(a) Within forty-five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year of Swisher Hygiene, beginning with the Fiscal Quarter ending March 31, 2011, a consolidated balance sheet of Swisher Hygiene and its Subsidiaries, on a consolidated basis, as of the close of such Fiscal Quarter, and consolidated statements of income and cash flows for Swisher Hygiene and its Subsidiaries, on a consolidated basis, for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by Swisher Hygiene’s president or chief financial officer to be true and accurate; provided that the financial statements required to be delivered pursuant to this Section 5.1(a) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on Swisher Hygiene’s website on the Internet at http://www.swisherhygiene.com, at www.sec.gov/edgar/searchedgar/webusers.htm or at another website identified in a written notice to the Bank by Borrower;

(b) Within one hundred twenty (120) days after the close of each Fiscal Year of Swisher Hygiene, beginning with the fiscal year ending December 31, 2010, an audited consolidated balance sheet of Swisher Hygiene and its Subsidiaries, on a consolidated basis, as of the close of such Fiscal Year, and audited consolidated statements of income and cash flows for Swisher Hygiene and its Subsidiaries, on a consolidated basis, for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, each prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year,

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and each accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by Swisher Hygiene, or any of its Subsidiaries or with respect to accounting principles followed by such entity not in accordance with GAAP; provided that the financial statements required to be delivered pursuant to this Section 5.1(b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on Swisher Hygiene’s website on the Internet at http://www.swisherhygiene.com, at www.sec.
gov/edgar/searchedgar/webusers.htm or at another website identified in a written notice to the Bank by Borrower;

(c) Concurrently with the delivery of the financial statements described in subsection (b) above, a certificate addressed to the Bank from the Chief Financial Officer of the Borrower certifying that he has no knowledge of the occurrence or existence of any Default or Event of Default under this Agreement, or specifying the nature and period of existence of any such Default or Event of Default;

     2.3 Amendment to Article VI of the HB Service Credit Agreement (Financial Covenants). Article VI of the HB Service Credit Agreement is hereby deleted in its entirety and replaced with the following:

ARTICLE VI

FINANCIAL COVENANTS

     The Borrower covenants and agrees that, until payment in full of all Obligations of the Borrower to the Bank, the Borrower will not:

6.1 Unencumbered Liquidity. Following the termination of the Security Agreement, dated as of February 28, 2010, pursuant to its terms, permit Swisher Hygiene and its Subsidiaries to maintain, at any time, unencumbered cash and Cash Equivalents less than $10,000,000.

6.2 Consolidated EBITDA. Permit the Consolidated EBITDA of Swisher Hygiene and its Subsidiaries on a consolidated basis (calculated on a pro forma basis as if all Acquisitions consummated during the relevant measurement period had been consummated on the first day of such period), (i) for the period of the four consecutive Fiscal Quarters ending on June 30, 2011, to be less than $5,000,000, (ii) for the period of the four consecutive Fiscal Quarters ending as of September 30, 2011, to be less than $7,000,000.

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     2.4 Other Amendments to the HB Service Credit Agreement. For purposes of the representations, warranties, covenants and Events of Default in the HB Service Credit Agreement, all references to the Borrower and its Subsidiaries shall be deemed to include Swisher Hygiene and its Subsidiaries.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     Each of Swisher and HB Service hereby represents and warrants that:

     3.1 Representations in Credit Agreement. The representations and warranties of Swisher set forth in the Swisher Credit Agreement and of HB Service set forth in the HB Service Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties relate solely to or are specifically expressed as of a particular date or period.

     3.2 Compliance with Credit Agreement. After giving effect to this Amendment, each of HB Service and Swisher is in compliance with all covenants, terms and provisions set forth in the HB Service Credit Agreement and the Swisher Credit Agreement, respectively, to be observed or performed by it.

     3.3 Due Authorization. This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of Swisher, HB Service and each of their respective subsidiaries and each of this Amendment, the HB Service Credit Agreement and the Swisher Credit Agreement, constitutes the legal, valid and binding obligation of HB Service and Swisher, to the extent each is a party thereto, enforceable against it in accordance with its terms and each of the other Credit Documents (as defined in each of the HB Service Credit Agreement and the Swisher Credit Agreement) constitutes the legal, valid and binding obligation of Swisher, HB Service, and each of their respective Subsidiaries, to the extent party thereto, enforceable against each such party in accordance with its terms.

     3.4 No Event of Default. No Default or Event of Default under the HB Service Credit Agreement or the Swisher Credit Agreement has occurred or is continuing.

     3.5 Continuing Security Interests. All obligations of Swisher, the Subsidiary Guarantors, HB Service and its Subsidiaries and Swisher Hygiene under the Swisher Credit Agreement and the other Credit Documents (as defined in the Swisher Credit Agreement) continue to be or will be secured by the Bank’s security interests in all of the collateral granted under the Swisher Credit Agreement and the Security Documents (as defined in the Swisher Credit Agreement), and nothing herein will affect the validity, enforceability, perfection or priority of such security interests.

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     3.6 No Defenses. Neither Swisher nor HB Service has any right of setoff, counterclaim, or defense to payment of its respective liabilities or obligations under the Swisher Credit Agreement or HB Service Credit Agreement, respectively. The Bank hereby expressly reserves all rights and remedies it may have against Swisher, HB Service and all other Persons (as defined in both the Swisher Credit Agreement and the HB Service Credit Agreement) who may be or may hereafter become secondarily liable for the repayment of the obligations thereunder.

ARTICLE IV

COVENANTS

     4.1 Consummation of Certain Transactions. Within 45 days of the date hereof, Swisher Hygiene, the ultimate parent company of Swisher and HB Service, shall have consummated the following transactions:

          (a) the private placement of the equity of Swisher Hygiene, with aggregate proceeds to Swisher Hygiene in an amount not less than $55,000,000 (the “Private Placement”); and

          (b) the acquisition (the “Choice Acquisition”), directly or indirectly through a merger), of Choice Environmental Services, Inc. and its subsidiaries (“Choice”), pursuant to the terms of the Merger Agreement, dated as of February 13, 2011, between Swisher Hygiene and Choice (the “Choice Merger Agreement”).

     4.2 Choice Merger Agreement. The Choice Merger Agreement shall not be amended without the consent of the Bank, except for amendments that are not materially adverse to the interests of the Bank.

     4.3 Addition of Choice and its Subsidiaries as Subsidiary Guarantors. Within 45 days of the consummation of the Choice Acquisition, Swisher shall cause the following to be duly executed and delivered to the Bank:

          (a) (i) a guaranty agreement, pursuant to which Choice and each of its Subsidiaries guarantees the obligations of Swisher under the Swisher Credit Agreement, (ii) a guaranty agreement, pursuant to which Choice and each of its Subsidiaries guarantees the obligations of HB Service under the HB Service Credit Agreement, (iii) a pledge and security agreement, pursuant to which Choice and each of its Subsidiaries has granted a security interest in favor of the Bank in all of its assets to secure its obligations under the guaranty described in clause (i) above, (iv) a pledge and security agreement, pursuant to which Choice and each of its Subsidiaries has granted a security interest in favor of the Bank in all of its assets to secure its obligations under the guaranty described in clause (ii) above, and (v) such other documents, certificates and instruments reasonably requested by the Bank in connection therewith, in each case in form and substance reasonably acceptable to the Bank; and

          (b) resolutions of the board of directors (or other similar governing body) of Choice and each of its Subsidiaries, in form and substance reasonably acceptable to the Bank, authorizing the execution and delivery of the documents listed in clause (a) above.

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     4.4 No Indebtedness or Liens. Notwithstanding anything herein or in the Swisher Credit Agreement or HB Service Agreement to the contrary, until the satisfaction of the covenant set forth in Section 4.3, following the consummation of the Choice Acquisition, neither Choice no any of its Subsidiaries shall (a) directly or indirectly, issue, assume, create, incur or suffer to exist any Indebtedness in excess of $2,500,000, representing certain acquisition debt and equipment loans existing as of the date hereof, or (b) create, assume or suffer to exist, any Lien in or on any of its property, real or personal, whether now owned or hereafter acquired, other than Liens existing as of the date hereof securing the Indebtedness permitted under clause (a) hereof; provided that any Liens of record in favor of Comerica Bank that secured the Indebtedness of Choice to Comerica being terminated in connection with the Choice Acquisition may remain of record for a period of 45 days (or 3 days with respect to Liens that may be terminated by filing of a UCC-3 termination statements in the jurisdiction of incorporation or organization of the applicable Person) following the consummation of the Choice Acquisition so long as such Liens do not secure any Indebtedness and Choice has been granted the authority by Comerica to terminate such Liens following the termination of such Indebtedness.

     4.5 Guaranties and Security for HB Service Credit Agreement. Within 120 days of the date hereof, HB Service shall cause the following to be duly executed and delivered to the Bank:

          (a) (i) a guaranty agreement, pursuant to which Swisher Hygiene and each of its Subsidiaries guarantees the obligations of HB Service under the HB Service Credit Agreement (to the extent not already a guarantor thereof), (ii) a pledge and security agreement, pursuant to which Swisher Hygiene and each of its Subsidiaries has granted a security interest in favor of the Bank in all of its assets to secure its obligations under the guaranty described in clause (i) above, and (iii) such other documents, certificates and instruments reasonably requested by the Bank in connection therewith, in each case in form and substance reasonably acceptable to the Bank; and

          (b) resolutions of the board of directors (or other similar governing body) of Swisher Hygiene and each of its Subsidiaries, as applicable, in form and substance reasonably acceptable to the Bank, authorizing the execution and delivery of the documents listed in clause (a) above.

     4.6 Failure to Comply. The failure of HB Service or Swisher or any other Amendment Party or affiliate thereof (including Swisher Hygiene) to comply with the covenants set forth in this Article IV shall constitute an Event of Default under, and as defined in, each of the HB Service Credit Agreement and the Swisher Credit Agreement.

ARTICLE V

CONDITIONS TO EFFECTIVENESS

          This Amendment shall become effective as of the Effective Date upon the satisfaction of each of the following conditions precedent:

          (a) The Bank shall have received a duly executed counterpart of this Amendment from each of Swisher, the Subsidiary Guarantors (as defined in the Swisher Credit Agreement), HB Service and each of its subsidiaries and Swisher Hygiene (collectively, the “Amendment Parties”);

          

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          (b) The Bank shall have received duly executed counterparts of the Termination and Release of Guaranty Agreements, related to each of the Huizenga Swisher Guaranty and the Huizenga HB Service Guaranty, from each party thereto;

          (c) Swisher shall have deposited $15,000,000 in a blocked deposit account at the Bank and the Bank shall have received a duly executed counterpart of the Account Security Agreement from Swisher;

          (d) Swisher and HB Service shall have paid all reasonable out-of-pocket costs and expenses of the Bank to be paid by them at the closing in connection with the preparation, negotiation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Bank with respect thereto); and

          (e) The Bank shall have received such other documents, certificates, opinions, instruments and other evidence as the Bank may reasonably request, all in a form and substance satisfactory to the Bank and its counsel.

ARTICLE VI

ACKNOWLEDGEMENTS; REPRESENTATIONS; CONSENT

     6.1 Amendment Parties. Each of the Amendment Parties hereby approves and consents to the transactions contemplated by this Amendment and the Proposed Transaction, confirms and agrees that, after giving effect to this Amendment, each of the Swisher Credit Agreement, the HB Service Credit Agreement and the other Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement) to which it is a party, remains in full force and effect and enforceable against it in accordance with its terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and represents and warrants to the Bank that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement), or if it has any such claims, counterclaims, offsets, or defenses to such Credit Documents or any transaction related to such Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Furthermore, each of Amendment Parties acknowledges and agrees that its obligations under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement) shall not be discharged, limited or otherwise affected by reason of the Bank’s actions with respect to any other Amendment Party, or with respect to, or in adding or releasing, any other guarantor of the obligations of Swisher under the Swisher Credit Agreement or HB Service under the HB Service Credit Agreement, in each case without the necessity of giving notice to or obtaining the consent of such Amendment Party. The acknowledgements and confirmations by each of the Amendment Parties herein is made and delivered to induce the Bank to enter into this Amendment and continue to extend credit to Swisher, HB Service and the other Amendment Parties, and each of the Amendment Parties acknowledges that the Bank would not enter into this Amendment and continue to extend such credit in the absence of the acknowledgement and confirmation contained herein.

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     6.2 Guarantors. Each of the Subsidiary Guarantors, HB Service and each of its Subsidiaries and Swisher Hygiene (collectively, the “Guarantor Parties”) further represents that it has knowledge of Swisher’s, HB Service’s and the other Amendment Parties’ financial condition and affairs and that it has adequate means to obtain from Swisher, HB Service and the other Amendment Parties on an ongoing basis information relating thereto and to Swisher’s, HB Service’s and the other Amendment Parties’ ability to pay and perform their respective obligations under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement), and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the guaranty of each such Guarantor Party remains in effect. Each Guarantor Party agrees that the Bank shall have no obligation to investigate the financial condition or affairs of Swisher, HB Service or any of the Amendment Parties for the benefit of any Guarantor Party nor to advise any Guarantor Party of any fact respecting, or any change in, the financial condition or affairs of Swisher, HB Service or any of the Amendment Parties that might become known to the Bank at any time, whether or not the Bank knows or believes or has reason to know or believe that any such fact or change is unknown to any Guarantor Party, or might (or does) materially increase the risk of any Guarantor Party as guarantor, or might (or would) affect the willingness of any Guarantor Party to continue as a guarantor of the obligations of Swisher or HB Service, as the case may be, under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement). These representations and agreements by each of the Guarantor Parties are made and delivered to induce the Bank to enter into this Amendment and continue to extend credit to Swisher, HB Service and the other Amendment Parties under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement), and each of the Guarantor Parties acknowledges that the Bank would not enter into this Amendment and continue to extend such credit in the absence of the representations and agreements contained herein.

     6.3 Consent to Huizenga Release. Each Guarantor Party acknowledges that concurrently with the execution hereof, the Bank is terminating and releasing the Huizenga Swisher Guaranty and the Huizenga HB Service Guaranty, subject to the terms and conditions included in the applicable Termination and Release of Guaranty Agreement (such releases collectively, the “Huizenga Release”). Each Guarantor Party further consents to the Huizenga Release and waives any objections, defenses, offsets, or claims against the Bank due to or relating to the Huizenga Release. This acknowledgment and consent are irrevocable and may be relied upon by the Bank.

ARTICLE VII

GENERAL

     7.1 Full Force and Effect. This Amendment is limited as specified and, except as specifically set forth herein, shall not constitute a modification, acceptance or waiver of any other provision of any of the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit Agreement). Each of the Swisher Credit Agreement and

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the HB Service Credit Agreement, as amended by the amendments set forth herein, shall continue to be in full force and effect in accordance with the provisions thereof after giving effect to such amendments. Any reference to the Swisher Credit Agreement in any of the Security Documents or other Credit Documents (each as defined in the Swisher Credit Agreement) shall mean the Swisher Credit Agreement as amended by the Amendment and as may be further amended, modified, restated, or supplemented from time to time. Any reference to the HB Service Credit Agreement in any of the Credit Documents (as defined in the HB Service Credit Agreement) shall mean the HB Service Credit Agreement as amended by the Amendment and as may be further amended, modified, restated, or supplemented from time to time. This Amendment shall be a Credit Document under (and as defined in) each of the Swisher Credit Agreement and the HB Service Credit Agreement.

     7.2 Applicable Law. This Amendment shall be governed by and construed in accordance with the internal laws and judicial decisions of the State of North Carolina.

     7.3 Counterparts; Execution. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Amendment and such copies may be used in lieu of the original Amendment for all purposes. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

     7.4 Expenses. Each of Swisher and HB Service, jointly and severally, agrees to pay on demand all reasonable out-of-pocket expenses incurred by the Bank in connection with the preparation, execution and delivery of this Amendment, including, without limitation, all reasonable attorneys’ fees.

     7.5 Further Assurances. Each of the Amendment Parties shall execute and deliver to the Bank such documents, certificates, and opinions as the Bank may reasonably request to effect the amendments contemplated by this Amendment and, with respect to the Swisher Credit Agreement, to continue the existence, perfection and first priority of the Bank’s security interests in the collateral securing the obligations under the Credit Documents (as defined in the Swisher Credit Agreement).

     7.6 Headings. The headings of this Amendment are for the purposes of reference only and shall not affect the construction of this Amendment.

[The remainder of this page is left blank intentionally.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment Agreement, Limited Consent and Waiver to be executed and delivered by their duly authorized officers all as of the date first above written.

SWISHER INTERNATIONAL, INC.
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

HB SERVICE, LLC
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

[Signature Pages Continued on the Following Page]

Signature Page to Omnibus Amendment Agreement (Extension)

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Cavan J. Harris
	Cavan J. Harris
	Senior Vice President

[Signature Pages Continued on the Following Page]

Signature Page to Omnibus Amendment Agreement (Extension)

GUARANTOR PARTIES: SWISHER HYGIENE, INC.
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

SWISHER HYGIENE FRANCHISE CORP. SWISHER PEST CONTROL CORP. SWISHER MAIDS, INC.
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

SHFC BUFFALO, LLC SHFC MINNEAPOLIS, LLC SHFC OKLAHOMA, LLC SHFC OPERATIONS, LLC SHFC ARIZONA, LLC SHFC TEXAS, LLC
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

[Signature Pages Continued on the Following Page]

Signature Page to Omnibus Amendment Agreement (Extension)

SERVICE BALTIMORE, LLC SERVICE BEVERLY HILLS, LLC SERVICE BIRMINGHAM, LLC SERVICE CALIFORNIA, LLC SERVICE CAROLINA, LLC SERVICE CENTRAL FL, LLC SERVICE CHARLOTTE LLC SERVICE CHATTANOOGA, LLC SERVICE CINCINNATI, LLC SERVICE COLUMBIA, LLC SERVICE COLUMBUS, LLC SERVICE DC, LLC SERVICE DENVER, LLC SERVICE FCS, LLC SERVICE FLORIDA, LLC SERVICE FRESNO, LLC SERVICE GAINESVILLE, LLC SERVICE GOLD COAST, LLC SERVICE GREENSBORO, LLC SERVICE GREENVILLE, LLC SERVICE GULF COAST, LLC SERVICE HOUSTON, LLC SERVICE INDIANAPOLIS, LLC SERVICE LAS VEGAS, LLC SERVICE LOUISVILLE, LLC SERVICE MEMPHIS, LLC SERVICE MIDATLANTIC, LLC SERVICE MIDWEST, LLC SERVICE NASHVILLE, LLC SERVICE NEW ORLEANS, LLC SERVICE NEW YORK, LLC
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

Signature Page to Omnibus Amendment Agreement (Extension)

SERVICE NORTH, LLC SERVICE NORTH-CENTRAL, LLC SERVICE OKLAHOMA CITY, LLC SERVICE PHILADELPHIA, LLC SERVICE PHOENIX, LLC SERVICE RALEIGH, LLC SERVICE SALT LAKE CITY, LLC SERVICE SEATTLE, LLC SERVICE SOUTH, LLC SERVICE ST. LOUIS, LLC SERVICE TALLAHASSEE, LLC SERVICE TAMPA, LLC SERVICE TRI-CITIES, LLC SERVICE VIRGINIA, LLC SERVICE WEST COAST, LLC
By:	/s/ Hugh H. Cooper
	Name:	Hugh H. Cooper
	Title:	Chief Financial Officer

Signature Page to Omnibus Amendment Agreement (Extension)

EX-10.2

Exhibit 10.2

ASSIGNMENT OF SHARES

     This Assignment of Shares (“Assignment”) dated as of February 28, 2011 is between P & C Holdings, L.L.C., a Florida limited liability company (“Assignor”), Nicholas Cascione, an individual and resident of the State of Florida and the sole member of the Assignor (the “Member”), and Swisher Hygiene Inc., a Delaware corporation (“Assignee”).

     WHEREAS, Assignee, SWSH Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Assignee (“Sub”), Choice Environmental Services, Inc., a Florida corporation (the “Company”), and certain shareholders of the Company, are parties to that certain Agreement and Plan of Merger dated as of February 13, 2011, as amended (the “Merger Agreement”), pursuant to which the Sub has agreed to merge with and into the Company, where the Company shall be the surviving entity in the Merger and become a wholly owned subsidiary of the Assignee. All capitalized terms used in this Assignment, but not otherwise defined herein, have the meaning given such terms in the Merger Agreement; and

     WHEREAS, pursuant to the Merger Agreement, the Assignee has agreed to pay to the Security Holders the Merger Consideration in consideration for all of the issued and outstanding securities of the Company; and

     WHEREAS, the Assignor owns 377,000 shares of the Company Common Stock, and has agreed to sell, assign, transfer, convey, set over and deliver all of such shares and assign all of the Assignor’s rights as a shareholder of the Company and the Assignor’s rights and interests under the Merger Agreement to the Assignee, and Assignee has agreed to acquire such shares and to be the assignee of all such rights and interests thereto and under the Merger Agreement, in accordance with and subject to the terms of this Assignment.

     NOW, THEREFORE, in consideration of the foregoing recitals, which are true and correct and are incorporated herein by this reference, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree as follows:

     1. Assignment of Company Shares. Assignor hereby irrevocably sells, assigns, transfers, conveys, sets over and delivers to Assignee all of Assignor’s right, title and interest in and to 377,000 shares of the Company Common Stock, evidenced by stock certificate number 106 (the “Certificate”), which constitutes 9.98% of the Company’s Capital Stock (the “Assigned Shares”), free and clear of all Liens. As the assignee of the Assigned Shares, the Assignee shall succeed to all of the Assignor’s right, title and interest as a Security Holder under the terms of the Merger Agreement, and shall be entitled to the Merger Consideration that the holder of the Assigned Shares shall receive thereunder.

     2. Delivery of Certificate; Stock Power. Assignor herewith delivers the original Certificate to Assignee for transfer to Assignee and hereby irrevocably appoints any officer or authorized agent of the Company as attorney to transfer the Assigned Shares on the books of the Company with full power of substitution in the premises.

     3. Consideration. In consideration of Assignor’s assignment and delivery of all of the Assigned Shares to the Assignee, Assignee shall pay to the Assignor $5,700,000.00 (the “Consideration”), by wire transfer of immediately available funds to an account designated by Assignor. Assignor acknowledges receipt of the Consideration. Assignor shall be responsible for paying any income taxes due on the Consideration.

     4. Acceptance. Assignee hereby accepts such assignment to it of the Assigned Shares subject to the terms, conditions, covenants, representations, warranties, indemnities and agreements set forth herein, and hereby acquires the Assigned Shares free and clear of all Liens.

     5. Representations and Warranties. Assignor and Member, jointly and severally, make the following representations and warranties to the Assignee intending that the Assignee rely upon each of such representations and warranties to induce the Assignee to enter into and to complete the transactions contemplated by this Assignment, as follows:

          5.1.1 The Assignor holds of record 377,000 shares of the Company Common Stock which constitutes all of the shares of the Company Capital Stock that either the Assignor or Member own in the Company, and such shares are fully paid and non-assessable. The Assignor owns the Assigned Shares free and clear of any restrictions on transfer, Liens, encumbrances, security interests, options, warrants, purchase rights, contracts, commitments and/or other rights whatsoever. Neither the Assignor nor the Member is a party to any option, warrant, purchase right or other contract or commitment whatsoever that could require the Assignor to sell, transfer or otherwise dispose of any capital stock or other securities of the Company including the Assigned Shares (other than this Assignment) or that could require the Member to sell, transfer or otherwise dispose of any interest in the Assignor. Neither the Assignor nor the Member is a party to any voting trust, proxy, voting rights agreement or other agreement or understanding with respect to the voting of any capital stock of the Company. Neither the Assignor nor the Member owns any interest in or securities of any Subsidiary.

          5.1.2 The Assignor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. The Assignor has the limited liability company power to own its properties and to carry on its business as now being conducted. The Assignor and Member each have full power, capacity and authority to execute and deliver this Assignment, to perform all obligations hereunder required to be performed by them and to sell, transfer and assign the Assigned Shares to Assignee free and clear of all Liens. The Member is the legal representative of the Assignor and has full authority and capacity to execute and deliver this Assignment on behalf of the Assignor.

          5.1.3 The execution and delivery of this Assignment and the consummation of the transactions contemplated hereby have been duly authorized by all limited liability company action on the part of Assignor necessary to authorize this Assignment and to consummate the transactions contemplated hereby. This Assignment has been duly executed and delivered by Assignor and Member and constitutes the legal, valid and binding obligation of Assignor and Member, enforceable against each of Assignor and Member in accordance with its terms.

          5.1.4 Neither the execution and delivery of this Assignment, nor the consummation of the transactions contemplated hereby, will (a) conflict with or violate the Articles of Organization or Limited Liability Company Agreement of the Assignor, in each case as amended or restated, or the articles of incorporation or bylaws of the Company, (b) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or charge or other restriction of any government, Governmental Entity, or court to which the Assignor or Member is subject, (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Assignor or Member is a party, by which the Assignor or Member is bound or to which any of its assets are subject, (d) require Assignor or the Member to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Entity or other Person or (e) obligate the Assignor or the Member to pay any broker’s or finder’s fees.

          5.1.5 Other than the Employment Agreement and Sales Commission Agreement between the Company and Member (each of which are in good standing), neither the Assignor nor the Member has any claims against the Company or any Subsidiary, whether present or future, contingent or unconditional, fixed or variable, under any Contract or on any other basis whatsoever, whether in equity or at law.

          5.1.6 Assignor and Member acknowledge and agree that they are entering into this Assignment in lieu of receiving the benefits under the Merger Agreement. Assignor and Member further represent and warrant that they are sophisticated investors, able and accustomed to fending for themselves in financial matters, and that they understand that the benefits they may have received under the Merger Agreement including the value of the Parent Common Stock investment may have been greater than the Consideration Assignor is receiving under the terms of this Assignment. Assignor and Member also represent that they have had the opportunity to consult with their own legal, investment and tax advisors concerning the terms of this Assignment and the Merger Agreement and their rights and obligations under this Assignment and the Merger Agreement and that they are relying on their own examination of the Company and Assignee, including the merits and risks involved in making any decision to enter into this Assignment, and have knowingly and voluntarily entered into this Assignment in lieu of the transactions under the Merger Agreement. Assignor and Member acknowledge and agree that the foregoing representations and warranties and Assignee’s reliance thereon are a material inducement to Assignee’s willingness to enter into and consummate the transactions contemplated by this Assignment.

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     6. Indemnification. The Assignor and the Member shall jointly and severally indemnify, defend and hold the Assignee harmless from any and all liabilities, obligations, claims, damages, fines, penalties, taxes, costs and expenses (including all court costs and reasonable attorneys’ fees, and the costs, fees and expenses incurred to collect or enforce any judgment or other relief granted), which the Assignee may suffer or incur as a result of or relating to the breach or inaccuracy of any of the representations, warranties, covenants or agreements made by the Assignor or the Member in or pursuant to this Assignment. This indemnification provision shall survive the consummation of the transactions contemplated by this Assignment.

     7. Release. Each of the Assignor and the Member hereby releases, remises and forever discharges the Company, its Subsidiaries, Assignee and their respective affiliates, and each of their respective former or present officers, directors, employees, agents, shareholders, members, managers, partners, heirs, personal representatives, predecessors, successors and assigns from and against any and all claims, demands, actions, causes of actions, agreements, obligations, debts, costs, expenses, judgments, damages and liabilities of whatever kind or nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter shall or may exist based on any facts, events or omissions occurring at any time from the beginning of time to the date hereof arising out of or related to any rights that Assignor or Member may have as a result of Assignor’s owning or holding the Assigned Shares or otherwise.

     8. Miscellaneous.

          8.1 Confidentiality. The terms of this Assignment shall be and remain confidential, and shall only be disclosed in accordance with applicable legal process or applicable securities laws.

          8.2 Entire Agreement. This Assignment, and the Exhibits attached hereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and all prior agreements and understandings of the parties with respect to such subject matter are hereby superseded.

          8.3 Governing Law; Exclusive Jurisdiction; Attorneys’ Fees. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without application of its principles of conflicts of laws. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within Broward County, State of Florida, in connection with any matter based upon or arising out of this Assignment or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts. The prevailing party in any litigation arising pursuant to this Assignment shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs, through appeal.

          8.4 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Assignment and, therefor, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

          8.5 Counterparts. This Assignment may be executed in counterparts and by facsimile and other electronic means including PDF, each of which shall be deemed an original and all counterparts shall be deemed to constitute one and the same agreement.

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     IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth on the first page of this Assignment.

ASSIGNOR: P & C HOLDINGS, L.L.C., a Florida limited liability company
By:	/s/ Nicholas Cascione
	Name:	Nicholas Cascione, Sole Member
MEMBER:
/s/ Nicholas Cascione
Nicholas Cascione
ASSIGNEE: SWISHER HYGIENE INC., a Delaware corporation
By:	/s/ Thomas E. Aucamp
	Thomas E. Aucamp, Executive Vice President

ACKNOWLEDGED BY: CHOICE ENVIRONMENTAL SERVICES, INC.
By:	/s/ Glen Miller
	Glen Miller, Chief Executive Officer

[Signature page to Assignment of Shares]

EX-99.1

Exhibit 99.1

SWISHER HYGIENE COMPLETES ACQUISITION OF CHOICE ENVIRONMENTAL SERVICES, INC.

CHARLOTTE, NC — March 1, 2011 — Swisher Hygiene Inc. (“Swisher Hygiene”) (NASDAQ: SWSH, TSX: SWI), a leading provider of essential hygiene and sanitation products and services, today announced that it has completed the acquisition of Choice Environmental Services, Inc. (“Choice Environmental”), a Fort Lauderdale, Florida-based residential and commercial solid waste services company, by way of a statutory merger involving a wholly-owned subsidiary of Swisher Hygiene.

As consideration for the acquisition, Swisher Hygiene issued 8,281,924 shares of its common stock to the former shareholders of Choice Environmental at the agreed-upon value of US$44.4 million. In addition, certain shareholders of Choice Environmental received US$5.7 million in cash and two of Choice Environmental’s officers received warrants to purchase an additional 688,557 shares and an additional 229,519 shares, respectively, at an exercise price of US$6.21. Swisher Hygiene also assumed approximately US$41.5 million in debt, and expects to pay down a majority of this debt with proceeds from its recently completed subscription receipt offering.

“With the acquisition of Choice Environmental completed, Swisher Hygiene has greatly expanded its presence in Florida, and can now truly be considered a full-service provider of hygiene and sanitation solutions,” said Steven R. Berrard, CEO of Swisher Hygiene. “We are happy to bring the entire senior management team of Choice Environmental on board and expect that the acquisition will provide various synergies and cross-selling opportunities for our commercial customers while broadening our product and services offerings.”

Cautionary Statement on Forward-Looking Information

All statements, other than statements of historical fact, contained in this news release, including any information as to the future financial or operating performance of Swisher Hygiene, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated. Forward-looking statements include, but are not limited to, possible events and statements with respect to possible events. The words “plans,” “expects,” “is expected,” “scheduled,” “estimates,” or “believes,” or similar words or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur,” and similar expressions identify forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Swisher Hygiene as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Swisher Hygiene contained in this news release, which may prove to be incorrect, include but are not limited to, the various assumptions set forth herein as well as the accuracy of management’s assessment of the effects of the successful completion of the transaction. All of these assumptions have been derived from information currently available to Swisher Hygiene including information obtained by Swisher Hygiene from third-party sources. These assumptions may prove to be incorrect in whole or in part. All of the forward-looking statements made in this news release are qualified by the above cautionary statements and those made in the “Risk Factors” section of Swisher Hygiene’s registration statement on Form 10 filed with the Securities and Exchange Commission, available on www.sec.gov, and with Canadian securities regulators available on Swisher Hygiene’s SEDAR profile at www.sedar.com, and Swisher Hygiene’s other filings with the Securities and Exchange Commission and with Canadian securities regulators. These factors are not intended to represent a complete list of the factors that could affect Swisher Hygiene.

The forward-looking information set forth in this news release is subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking information.

Swisher Hygiene disclaims any intention or obligation to update or revise any forward-looking statements, except to the extent required by applicable law.

About Swisher Hygiene Inc.

Swisher Hygiene Inc., formerly known as “CoolBrands International Inc.”, is a NASDAQ and TSX listed company that provides essential hygiene and sanitation solutions to customers throughout much of North America and internationally through its global network of 73 company-owned operations, 10 franchises and 10 master licensees covering the United Kingdom, Ireland, Portugal, the Netherlands, Singapore, the Philippines, Taiwan, Korea, Hong Kong/Macau/China, and Mexico. These essential solutions include products and services that promote superior cleanliness and sanitation in commercial environments, enhancing the safety, satisfaction and well-being of employees and patrons. Swisher Hygiene serves customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, industrial and healthcare industries across North America.

For Further Information, Please Contact:

Swisher Hygiene Inc.

Investor Contact:
Amy Simpson
Phone: (704) 602-7116

Don Duffy, ICR

Phone: (203) 682-8215

Media Contact:
Alecia Pulman, ICR
Phone: (203) 682-8332