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): September 21, 2012

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:

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

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

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

¨ 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.

The information set forth in Item 2.03 of this report on Form 8-K is hereby incorporated in Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 27, 2012, Swisher Hygiene Inc. (the “Company”) amended its senior secured revolving credit facility with the lenders named therein and Wells Fargo Bank, National Association, as administrative agent for the lenders (the “Amended Credit Facility”). Under the amendment, the Company may borrow a maximum of $25 million, provided such borrowings do not exceed amounts necessary for the Company to meet certain borrowing base requirements and financial covenants. The borrowing base was modified to potentially reduce the amount of inventory included in determining the amount available to be borrowed and the margin used to calculate the interest rate under the Amended Credit Facility is no longer subject to a matrix and is now established as 2.00% over the Base Rate and 3.0% over the LIBOR Rate. The Amended Credit Facility requires that Swisher Hygiene maintain Unencumbered Liquidity, as defined in the amendment, of at least $10 million.

The amendment also provides an extension for the delivery of the Company’s financial statements for the fiscal year ended December 31, 2011 and for the quarterly periods ended March 31, 2012 and June 30, 2012 until the earlier of the date on which the Company delivers such financial statements to the Securities and Exchange Commission or October 31, 2012. At the same time, the amendment waives any Default or Event of Default that may exist as a result of the Company not timely filing its Annual Report on Form 10-K for the year ended December 31, 2011, its Quarterly Report on Form 10-Q for the period ended March 31, 2012, and its Quarterly Report on Form 10-Q for the period ended June 30, 2012, so long as the Company files the Form 10-K and Form 10-Qs by October 31, 2012. The Company cannot provide assurance as to when it will complete these filings.

The foregoing description of the material terms of the amendment is qualified by reference to the terms of the amendment which is filed as Exhibit 10.1 to this report and is incorporated into this report by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2012, Brian Krass, Senior Vice President and Chief Financial Officer of the Company, tendered his resignation from the Company.

On September 27, 2012, the Board of Directors of the Company appointed William T. Nanovsky as Interim Senior Vice President and Chief Financial Officer of the Company, effective September 24, 2012.

Mr. Nanovsky, 64, has over 25 years of experience as a financial executive in environments ranging from emerging growth entities to public companies with annual revenue of more than $20 billion. Since September 2011, he has been a founding Partner of The SCA Group, LLC (“SCA”), which provides C-level services including regulatory solutions, restructuring and interim management to their clients. SCA offers expertise and immediate action to help companies through complex and often unforeseen financial circumstances. Before SCA, from May 1998 to September 2011, Mr. Nanovsky was a Partner of Tatum, LLC, and served on Tatum’s Board of Managers from 2003 through 2007. At Tatum, he served:

(a) As Chief Financial Officer of Specialty Foods Group, Inc., an international manufacturer and marketer of premium-branded, private-label and food service processed meat products. At Specialty Foods, a $300 million revenue-company listed on the Toronto Stock Exchange, Mr. Nanovsky was successful in restructuring the internal reporting and forecasting processes leading to accurate cash management and identification of the brands and products to be targeted for margin improvement.

(b) As Chief Accounting Officer of a $3 billion publicly-traded provider of wireless telephone service to 5.5 million customers through 189 majority-owned subsidiaries where he led Sarbanes-Oxley (“SOX”) remediation of identified material weaknesses in internal control over financial reporting for income taxes, leases, derivatives and for fixed asset transfers and disposals, as well as completing and filing restatements of the company’s financial statements for 2002 through 2005.

(c) AutoNation, Inc., a $20 billion automotive retailer developing the integration and reporting processes for more than 370 franchises preparing for SOX compliance.

Prior to Tatum, Mr. Nanovsky served as Chief Financial Officer, Senior Vice President and member of the Board of Directors of Seneca Foods Corporation, a Fortune 500 international food processor and distributor, where he restructured the customer service, billing, accounts receivable and credit functions from a decentralized to a centralized environment. All of Mr. Nanovsky’s professional effort and focus will be concentrated on Swisher Hygiene; however, he will remain a Partner of The SCA Group.

On September 27, 2012, the Company entered into a certain Interim Services Agreement (the “Services Agreement”), effective September 24, 2012, with SCA Group, LLC pursuant to which SCA Group agreed to provide the Company with the services of Mr. Nanovsky as the Company’s Interim Senior Vice President and Chief Financial Officer for consideration of up to $50,000 per month. The Services Agreement may be terminated by the Company or SCA Group at any time upon written notice to the other party.

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Item 8.01. Other Events.

On September 27, 2012, the Company issued a press release announcing the resignation of Mr. Krass, the appointment of Mr. Nanovsky and the Amended Credit Facility. A copy of that press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
10.1	Eighth Amendment to Credit Agreement and Pledge and Security Agreement, dated September 27, 2012, by and among Swisher Hygiene Inc., the Subsidiary Guarantors party thereto, the Required Lenders named therein and Wells Fargo Bank, National Association.
99.1	Press release, dated September 27, 2012.

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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: September 27, 2012	SWISHER HYGIENE INC.
	By:	/s/ Thomas Byrne
		Thomas Byrne
		Interim President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Eighth Amendment to Credit Agreement and Pledge and Security Agreement, dated September 27, 2012, by and among Swisher Hygiene Inc., the Subsidiary Guarantors party thereto, the Required Lenders named therein and Wells Fargo Bank, National Association.
99.1	Press release, dated September 27, 2012.

EX-10.1

Exhibit 10.1

EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 27, 2012, by and among SWISHER HYGIENE INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors party hereto, the Required Lenders under and as defined in the hereinafter defined Credit Agreement, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent under the hereinafter defined Credit Agreement (the “Administrative Agent”).

BACKGROUND STATEMENT

A. The Borrower is party to the Credit Agreement dated as of March 30, 2011, among the Borrower, the Lenders party thereto from time to time and the Administrative Agent (as amended by the First Amendment to Credit Agreement and Pledge and Security Agreement dated as of August 12, 2011, Second Amendment to Credit Agreement dated as of April 12, 2012, Third Amendment to Credit Agreement dated as of May 15, 2012, Fourth Amendment to Credit Agreement dated as of May 30, 2012, Fifth Amendment to Credit Agreement dated as of June 28, 2012, Sixth Amendment to Credit Agreement dated as of July 30, 2012, and Seventh Amendment to Credit Agreement and Pledge and Security Agreement dated as of August 31, 2012, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

B. The Borrower has requested certain amendments to the Credit Agreement, and the Administrative Agent and Required Lenders have 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 THE CREDIT AGREEMENT

1.1 Amendment to Background Statement. The Background Statement of the Credit Agreement is hereby amended by deleting “$50,000,000” and replacing it with “$25,000,000”.

1.2 Amendments to Section 1.1 (Definitions) of the Credit Agreement.

(a) From and after the date of this Amendment, the definition of “Applicable Percentage” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Applicable Percentage” means, (i) for the percentage to be added to the Base Rate for purposes of determining the Adjusted Base Rate, 2.00%, and (ii) for the percentage to be added to the LIBOR Rate and the LIBOR Market Index Rate for purposes of, respectively, determining the Adjusted LIBOR Rate and Adjusted LIBOR Market Index Rate, 3.00%.

(b) The definition of “Borrowing Base” in Section 1.1 of the Credit Agreement is hereby amended by deleting “$7,000,000” in clause (ii) thereof and replacing it with “$3,000,000”.

(c) The definition of “Unencumbered Liquidity” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Unencumbered Liquidity” means, at any time, the sum of (i) all unencumbered (except for encumbrances and Liens in favor of the Lenders pursuant to the Credit Documents) cash and Cash Equivalents of the Borrower at such time held in an account maintained with the Administrative Agent or subject to a deposit account control agreement which grants the Administrative Agent a first-priority security interest under the applicable Uniform Commercial Code, plus (ii) the amount that the Maximum Availability exceeds the Aggregate Credit Exposure at such time.

1.3 Amendments to Section 6.1 (Financial Statements) of the Credit Agreement.

(a) Section 6.1 of the Credit Agreement is hereby amended by deleting the final proviso at the end of clause (a) thereof and replacing it with the following:

“provided further, that notwithstanding the foregoing, the financial statements required to be delivered pursuant to this Section 6.1(a) for the fiscal quarters ending March 31, 2012 and June 30, 2012 shall be delivered on or before the earlier of (i) October 31, 2012 and (ii) the date on which the Borrower delivers such financial statements to the Securities and Exchange Commission;”

(b) Section 6.1 of the Credit Agreement is hereby amended by deleting the final proviso and the “and” at the end of clause (b) thereof and replacing it with the following:

“provided further, that notwithstanding the foregoing, the financial statements required to be delivered pursuant to this Section 6.1(b) for the fiscal year ending December 31, 2011 shall be delivered on or before the earlier of (i) October 31, 2012 and (ii) the date on which the Borrower delivers such financial statements to the Securities and Exchange Commission; and”

1.4 Amendment to Section 6.2 (Other Business and Financial Information) of the Credit Agreement. Section 6.2(p) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(p) a Borrowing Base Certificate every two weeks, calculated as of the last Friday of such two week period, beginning with September 28, 2012 and continuing every second Friday thereafter, and delivered on or before the following Tuesday (or such later date as permitted by the Administrative Agent in its sole discretion), together with an aging report on accounts receivable as of such date and upon the request of the Administrative Agent, reports on inventory and accounts payable as of such date in a form reasonably acceptable to the Administrative Agent; and”

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1.5 Amendment to Section 7.6 (Minimum Unencumbered Liquidity) of the Credit Agreement. Section 7.6 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“7.6 Minimum Unencumbered Liquidity. The Borrower will not permit, at any time, Unencumbered Liquidity to be less than $10,000,000.”

1.6 Schedule 1.1(a) to the Credit Agreement. Schedule 1.1(a) to the Credit Agreement is hereby amended by deleting “$50,000,000” as the Revolving Commitment of Wells Fargo Bank, National Association and the total Revolving Commitment and replacing it with “$25,000,000” in each instance.

1.7 Exhibit G (Form of Borrowing Base Certificate) to the Credit Agreement. Exhibit G to the Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit G to the Credit Agreement attached hereto as Exhibit A.

ARTICLE II

LIMITED WAIVER

2.1 Limited Waiver.

(a) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 2011 10-K by April 16, 2012 so long as the Borrower files such 10-K on or before October 31, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after April 16, 2012 and on or before October 31, 2012 on account of the Borrower’s failure to file its 2011 10-K on or before April 16, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-K on or before October 31, 2012.

(b) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower files such 10-Q on or before October 31, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before October 31, 2012 on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before October 31, 2012.

(c) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 by August 20, 2012 so long as the Borrower files such 10-Q on or before October 31, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after August 20, 2012 and on or before October 31, 2012 on account of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 on or before August 20, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the second fiscal quarter of 2012 on or before October 31, 2012.

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2.2 Effect of Limited Waiver. Except as expressly set forth herein, the limited waiver set forth in Section 2.1 hereof shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, or the Borrower under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

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

(a) The Administrative Agent shall have received a duly executed counterpart of this Amendment from the Borrower and the Subsidiary Guarantors (collectively, the “Amendment Parties”);

(b) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent to be paid by it 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 Administrative Agent with respect thereto); and

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Amendment Parties hereby represent and warrant that:

4.1 Representations in Credit Agreement. The representations and warranties of the Amendment Parties set forth in the Credit Agreement and the Credit Documents 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 and for the representation in Section 5.10(d) of the Credit Agreement which the Amendment Parties acknowledge is not true and correct in all material respects as of the date hereof and will continue not to be true and correct in all material respects unless and until Section 5.10(d) of the Credit Agreement is amended in writing by the Administrative Agent in its sole discretion.

4.2 Compliance with Credit Agreement. Each of the Amendment Parties is in compliance with all covenants, terms and provisions set forth in the Credit Agreement and the other Credit Documents to be observed or performed by it.

4.3 Due Authorization. This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of each Amendment Party and each of this Amendment, the Credit Agreement and the other Credit Documents, constitutes the legal, valid and binding obligation of each Amendment Party, to the extent each is a party thereto, enforceable against it in accordance with its terms.

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4.4 No Event of Default. No Default or Event of Default under the Credit Agreement has occurred and is continuing.

4.5 Continuing Security Interests. All obligations of the Amendment Parties under the Credit Agreement and the other Credit Documents continue to be or will be secured by the Administrative Agent’s security interests in all of the collateral granted under the Security Documents, and nothing herein will affect the validity, enforceability, perfection or priority of such security interests.

ARTICLE V

ACKNOWLEDGEMENTS; REPRESENTATIONS; CONSENT

5.1 Amendment Parties. Each of the Amendment Parties hereby approves and consents to the transactions contemplated by this Amendment, confirms and agrees that, after giving effect to this Amendment, each of the Credit Agreement and the other Credit Documents 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 Administrative Agent and the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, 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 the Amendment Parties acknowledges and agrees that its obligations under the Credit Documents shall not be discharged, limited or otherwise affected by reason of the Administrative Agent’s or any Lender’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 the Borrower under the Credit Agreement 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 Administrative Agent and the Lenders to enter into this Amendment and continue to extend credit to the Borrower and the other Amendment Parties, and each of the Amendment Parties acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment and continue to extend such credit in the absence of the acknowledgement and confirmation contained herein. The Amendment Parties assume, ratify and confirm the obligations of the Amendment Parties and any predecessor to an Amendment Party under the amendments to the Credit Agreement executed prior to this Amendment.

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

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5.3 Release of Claims and Covenant Not to Sue. As a material inducement to the Administrative Agent and the Lenders to enter into this Amendment and to grant the concessions to the Amendment Parties reflected herein, all in accordance with and subject to the terms and conditions of this Amendment, and all of which are to the direct advantage and benefit of the Amendment Parties, each Amendment Party for itself and its successors and assigns, (a) does hereby remise, release, acquit, satisfy and forever discharge the Administrative Agent and the Lenders, and all of the past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors and assigns of the Administrative Agent and the Lenders (each a “Releasee”), from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing and whether known or unknown, which such Amendment Party or the Amendment Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Amendment, including specifically, but without limitation, matters arising out of, in connection with or relating to (i) the Obligations, (ii) the Credit Documents or the obligations evidenced thereby, including, but not limited to, the administration or funding thereof, and (iii) any other agreement or transaction between the Amendment Parties or such Amendment Party and the Administrative Agent or the Lenders or any subsidiary or affiliate of such parties relating to the Credit Documents; and (b) does hereby covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against the Administrative Agent and the Lenders or any subsidiaries or affiliates, or any of its past, present or future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors or assigns of the Administrative Agent or the Lenders, by reason of or in connection with any of the foregoing matters, claims or causes of action; provided, however, that the foregoing release and covenant not to sue shall not apply to any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. If any Amendment Party, or any of its heirs, successors, assigns or other legal representatives, violates the foregoing covenant, each Amendment Party, for itself and its heirs, successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

ARTICLE VI

GENERAL

6.1 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. The 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 Credit Agreement in any of the other Credit Documents shall mean the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated, or supplemented from time to time. This Amendment shall be a Credit Document.

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6.2 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.

6.3 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 or by electronic delivery of .pdf copies 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 Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

6.4 Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, all reasonable attorneys’ fees.

6.5 Further Assurances. Each of the Amendment Parties shall execute and deliver to the Administrative Agent such documents, certificates, and opinions as the Administrative Agent may reasonably request to effect the amendments contemplated by this Amendment and to continue the existence, perfection and first priority of the Administrative Agent’s security interest in collateral securing the obligations under the Credit Documents.

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

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

SWISHER HYGIENE INC.
By:	/s/ Thomas E. Aucamp
Name:	Thomas E. Aucamp
Title:	Executive Vice President

[Signature Pages Continued on the Following Page]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
By:	/s/ Cavan J. Harris
	Cavan J. Harris Senior Vice President

[Signature Pages Continued on the Following Page]

GUARANTORS: SWISHER INTERNATIONAL, INC. SWISHER HYGIENE USA OPERATIONS, INC. SWISHER HYGIENE FRANCHISE CORP. SWISHER PEST CONTROL CORP. SWISHER MAID, INC. EXPRESS RESTAURANT EQUIPMENT     SERVICE, INC. SERVICE MICHIGAN, LLC SERVICE TAMPA, LLC SERVICE WEST COAST, LLC FOUR-STATE HYGIENE, INC. INTEGRATED BRANDS INC. ESKIMO PIE CORPORATION
By:	/s/ Thomas E. Aucamp
Name:	Thomas E. Aucamp
Title:	Executive Vice President

[Signature Pages Continued on the Following Page]

CHOICE ENVIRONMENTAL SERVICES,     INC. CHOICE ENVIRONMENTAL SERVICES     OF MIAMI, INC. CHOICE ENVIRONMENTAL SERVICES     OF BROWARD, INC. CHOICE ENVIRONMENTAL SERVICES     OF DADE COUNTY, INC. CHOICE ENVIRONMENTAL SERVICES     OF COLLIER, INC. CHOICE RECYCLING SERVICES     OF MIAMI, INC. CHOICE ENVIRONMENTAL SERVICES     OF ST. LUCIE, INC. CHOICE RECYCLING SERVICES     OF BROWARD, INC. CHOICE ENVIRONMENTAL SERVICES     OF LEE COUNTY, INC. CHOICE ENVIRONMENTAL SERVICES     OF HIGHLANDS COUNTY, INC. SANOLITE CORPORATION SWSH MOUNT HOOD MFG., INC. SWSH ARIZONA MFG., INC.
By:	/s/ Thomas E. Aucamp
Name: Title	Thomas E. Aucamp Executive Vice President

SWSH DALEY MFG., INC.
By:	/s/ Thomas E. Aucamp
Name:	Thomas E. Aucamp
Title:	Secretary

Exhibit A

[Attached]

Exhibit G

BORROWING BASE CERTIFICATE

Swisher Hygiene Inc.		Credit Agreement Date
Amounts in Thousands		Report Date
		Report #
		A/R as of:
This BORROWING BASE CERTIFICATE (this “Certificate”) is delivered pursuant to the Credit Agreement, dated as of March 30, 2011 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), among Swisher Hygiene Inc. (the “Borrower”), certain Lenders from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Credit Agreement. The undersigned duly elected Financial Officer of Borrower hereby certifies that the following information is true, complete, and accurate as of the close of business on             ,        .		A/R ineligible as of:
		Inventory as of:
		Inventory ineligibles as of:
A.     Accounts Collateral
1.      Accounts (Net)					(A1)
2.      Less: Total Ineligible Accounts
a.      Accounts outstanding for > 90 days from the original invoice date
b.      Credits > 90 days
c.      Accounts owed by any Affiliate or Intercompany receivable
d.      35% Cross Aged
e.      Accounts that exceed 20% concentration of all Accounts of the Borrower, to the extent of the excess
f.       Accounts owed by a creditor of Borrower to the extent of the amount of the indebtedness (contra)
g.      Accounts owed by an account debtor with a principal place of business outside of the U.S.
h.      Accounts in dispute
i.       Accounts arising from a sale on a bill-&-hold, guaranteed sale, sale-and-return, sale-on-approval, or consignment or similar basis or subject to repurchase, return, rejection, repossession, loss or damage
j        Account debtor is U.S. or other government unless compliance with all applicable federal and state assignment of claims laws
k.      Accounts relating to goods that have not been delivered or services have not been completely performed or that do not represent final sale
l.       Insolvent Accounts or Accounts owed by an account debtor subject to any bankruptcy or receivership proceedings
m.    Encumbered accounts
n.      Accounts evidenced by a note or other Instrument or Chattel Paper
o.      Other - Designated by Administrative Agent
3.      Less: Total Ineligible Accounts				$    —	(A3)
4.      Eligible Accounts (A1 - A3)			=	$    —	(A4)
5.      Accounts Advance Rate	80.0% (A5)
6.      Available Accounts (A4 * A5)			=	$    —	(A6)
B.     Inventory Collateral
1.      Total Raw Material Inventory of Borrower and Subsidiary Guarantors					(B1)
2.      Less: Ineligible Raw Material Inventory (pursuant to definition of “Eligible Inventory” in Credit Agreement)
a.      Does not or has ceased to create a valid and perfected first priority security interest and lien in favor of Administrative Agent
b.      Located at a location other than locations specified on Annex B to the Security Agreement
c.      Not in good saleable or usable condition in the normal course of business
d.      On consignment from or subject to any repurchase agreement from any supplier
e.      Repossessed or slow-moving goods
f.       Subject to a negotiable document of title
g.      Subject to any license or other agreement that limits or restricts the right to sell or dispose of such Inventory
h.      Constitutes packaging materials, supplies or promotional materials
i.       Not located within the U.S.
j.       Other ineligible Inventory as determined by the Administrative Agent
Less: Ineligible Raw Material Inventory (pursuant to definition of “Eligible Inventory” in Credit Agreement)				—	(B2)
3.      Eligible Raw Material Inventory (B1 - B2)				$    —	(B3)
4.      Raw Material Inventory Advance Rate	30.0% (B4)
5.      Available Raw Material Inventory (B3 * B4)				$    —	(B5)
6.      Total Finished Goods Inventory of Borrower and Subsidiary Guarantors					(B6)

1

7.      Less: Ineligible Finished Goods Inventory (pursuant to definition of “Eligible Inventory” in Credit Agreement)
a.      Does not or has ceased to create a valid and perfected first priority security interest and lien in favor of Administrative Agent
b.      Located at a location other than locations specified on Annex B to the Security Agreement
c.      Not in good saleable or usable condition in the normal course of business
d.      On consignment from or subject to any repurchase agreement from any supplier
e.      Repossessed or slow-moving goods
f.       Subject to a negotiable document of title
g.      Subject to any license or other agreement that limits or restricts the right to sell or dispose of such Inventory
h.      Constitutes packaging materials, supplies or promotional materials
i.       Not located within the U.S.
j.       Other ineligible Inventory as determined by the Administrative Agent
Less: Ineligible Finished Goods Inventory (pursuant to definition of “Eligible Inventory” in Credit Agreement)			—		(B7)
8.      Eligible Finished Goods Inventory (B6 - B7)		$	—		(B8)
9.      Finished Goods Inventory Advance Rate	50.0% (B9)
10.    Available Finished Goods Inventory (B8 * B9)		$	—		(B10)
11.    Total Inventory (prior to cap) (B5 + B10)		$	—		(B11)
12.    Inventory Cap (lesser of $3.0MM or 50% of margined A/R availability)					(B12)
13.    Available Inventory Collateral (Lesser of B11 or B12)		$	—		(B13)
C.     Cash
1       Cash Subject to Dominion and Control of Administrative Agent		$	—		(C1)
D.     Loan Status
1.      Maximum Revolver Usage		$	25,000,000		(D1)
2.      Borrowing Base (A6+B13+C1)		$	—		(D2)
3.      Lesser of D1 or D2		$	—		(D3)
4.      Less: Revolver Loans Outstanding					(D4)
5.      Less: Letters of Credit Outstanding					(D5)
6.      Less: Purchase and Credit Card Maximum Exposure		$	1,500,000		(D6)
7.      Excess Availability (D3-D4-D5-D6)		$	(1,500,000	)	(D7)

In connection with the foregoing, the Borrower hereby acknowledges and agrees that, as of the date hereof, the Credit Agreement remains in full force and effect, is binding upon the Borrower and enforceable against the Borrower in accordance with its terms, and the undersigned certifies to the Administrative Agent that, as of the date hereof, (1) there exists no Event of Default under the Credit Agreement or event which, with the passage of time or the giving of notice, or both, would so constitute an Event of Default, and (2) all the representations and warranties contained in the Credit Agreement are true and correct in all material respects.

This the             day of                     ,     .

SWISHER HYGIENE INC.

By:

Name:

Title:

2

EX-99.1

Exhibit 99.1

SWISHER HYGIENE ANNOUNCES RESIGNATION OF SENIOR VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER BRIAN KRASS

Announces Appointment of William T. Nanovsky as Interim Senior Vice President and Chief Financial Officer

CHARLOTTE, NC – September 27, 2012 – Swisher Hygiene Inc. (“Swisher Hygiene”) (NASDAQ: SWSH, TSX: SWI), a leading provider of essential hygiene and sanitation products and services, announced today that its Board of Directors has accepted the resignation of Senior Vice President and Chief Financial Officer Brian Krass, which he tendered on September 21, 2012. Swisher Hygiene also announced that its Board of Directors appointed William T. Nanovsky to serve as Interim Senior Vice President and Chief Financial Officer of Swisher Hygiene, effective September 24, 2012.

Mr. Nanovsky, 64, has over 25 years of experience as a financial executive in environments ranging from emerging growth entities to public companies with annual revenue of more than $20 billion. Since September 2011, he has been a founding Partner of The SCA Group, LLC (“SCA”), which provides C-level services including regulatory solutions, restructuring and interim management to their clients. SCA offers expertise and immediate action to help companies through complex and often unforeseen financial circumstances. Before SCA, from May 1998 to September 2011, Mr. Nanovsky was a Partner of Tatum, LLC, and served on Tatum’s Board of Managers from 2003 through 2007. At Tatum, he served:

(a) As Chief Financial Officer of Specialty Foods Group, Inc., an international manufacturer and marketer of premium-branded, private-label and food service processed meat products. At Specialty Foods, a $300 million revenue-company listed on the Toronto Stock Exchange, Mr. Nanovsky was successful in restructuring the internal reporting and forecasting processes leading to accurate cash management and identification of the brands and products to be targeted for margin improvement.

(b) As Chief Accounting Officer of a $3 billion publicly-traded provider of wireless telephone service to 5.5 million customers through 189 majority-owned subsidiaries where he led Sarbanes-Oxley (“SOX”) remediation of identified material weaknesses in internal control over financial reporting for income taxes, leases, derivatives and for fixed asset transfers and disposals, as well as completing and filing restatements of the company’s financial statements for 2002 through 2005.

(c) AutoNation, Inc., a $20 billion automotive retailer developing the integration and reporting processes for more than 370 franchises preparing for SOX compliance.

Prior to Tatum, Mr. Nanovsky served as Chief Financial Officer, Senior Vice President and member of the Board of Directors of Seneca Foods Corporation, a Fortune 500 international food processor and distributor, where he restructured the customer service, billing, accounts receivable and credit functions from a decentralized to a centralized environment. All of Mr. Nanovsky’s professional effort and focus will be concentrated on the Company; however, he will remain a Partner of The SCA Group.

Swisher Hygiene also announced today that it has amended its senior credit facility with Wells Fargo Bank, National Association as administrative agent. Under the amended facility, Swisher Hygiene may borrow a maximum of $25 million, provided such borrowings do not exceed amounts necessary for Swisher Hygiene to meet certain borrowing base requirements and financial covenants. The borrowing base was modified to potentially reduce the amount of inventory included in determining the amount available to be borrowed and the margin used to calculate the interest rate under the amended facility is no longer subject to a matrix and is now established as 2.0% over the Base Rate and 3.0% over the LIBOR Rate. The amended facility requires that Swisher Hygiene maintain Unencumbered Liquidity, as defined in the amended facility, of at least $10 million.

The amended facility also provides an extension for the delivery of Swisher Hygiene’s financial statements for the fiscal year ended December 31, 2011 and for the quarterly periods ended March 31, 2012 and June 30, 2012 until the earlier of the date on which the Company delivers such financial statements to the Securities and Exchange Commission or October 31, 2012. At the same time, the amended facility waives any Default or Event of Default that may exist as a result of Swisher Hygiene not timely filing its Annual Report on Form 10-K for the year ended December 31, 2011, its Quarterly Report on Form 10-Q for the period ended March 31, 2012 and its Quarterly Report on Form 10-Q for the period ended June 30, 2012, so long as Swisher Hygiene files the Form 10-K and Form 10-Qs by October 31, 2012. Swisher Hygiene cannot provide assurance as to when it will complete the filings.

“We and our shareholders have been frustrated with the continuing delays related to the restatements of our 2011 quarterly financial information and the filing of our 2011 Form 10-K,” said Thomas Byrne, Interim President and Chief Executive Officer of Swisher Hygiene. “Bill’s significant CFO experience in guiding public companies through the restatement process and working with outside public accounting firms will facilitate regaining compliance with our filing obligations and with maintaining our future reporting requirements. It is important to once again note that we continue to conduct our day-to-day business and we remain dedicated to providing outstanding customer service.”

Cautionary Statement on Forward-Looking Information

All statements other than statements of historical fact contained in this press release constitute “forward-looking information” or “forward-looking statements” within the meaning of the U.S. federal securities laws and the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this press release, unless otherwise stated. All statements other than

historical facts are, or may be, deemed to be forward looking statements. 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 in this press release include those regarding Swisher Hygiene’s (a) process to meet and maintain compliance with its filing obligations and (b) future compliance with the terms of its credit agreement as amended to date . 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 press release, which may prove to be incorrect, include but are not limited to, the various assumptions set forth herein. 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 press release are qualified by the above cautionary statements and those made in the “Risk Factors” section of Swisher Hygiene’s Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, both 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 available on Swisher Hygiene’s SEDAR profile at www.sedar.com. The forward-looking information set forth in this press 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 to reflect subsequent events and circumstances, except to the extent required by applicable law.

About Swisher Hygiene Inc.

Swisher Hygiene 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 company-owned operations, franchises and master licensees operating in countries across Europe and Asia. These essential solutions include cleaning and sanitizing chemicals, foodservice and laundry products, restroom hygiene programs and a full range of related products and services. The company’s most recent program enhancement is its introduction of solid waste management services to commercial and residential customers in selected markets. Together, this broad set of offerings is designed to promote superior cleanliness and sanitation in all commercial environments from door to dumpster, enhancing the safety, satisfaction and well-being of employees and patrons. Swisher Hygiene’s customers include a wide range of commercial enterprises, with a particular emphasis on the foodservice, hospitality, retail, industrial and healthcare industries.

For Further Information, Please Contact:

Swisher Hygiene Inc.

Investor Contact:

Amy Simpson

Phone: (704) 602-7116

Garrett Edson, ICR

Phone: (203) 682-8331

Media Contact:

Alecia Pulman, ICR

Phone: (203) 682-8224