EX-10.1



 Exhibit 10.1 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is made and entered into as of May 15, 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 and Second Amendment to Credit Agreement dated as of April 12, 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 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 Amendments to Section 6.1 (Financial Statements) of the Credit Agreement. 

(a) Section 6.1 of the Credit Agreement is hereby amended by adding the following to the end of clause (a) thereof: 

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







 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 May 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 May 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 Bank set forth above shall terminate if the Borrower does not file its 10-K on or before May 31, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not
acknowledge that its failure to file a 10-K could reasonably be expected to have a Material Adverse Effect. 
 (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 in the event 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 May 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 May 31, 2012 in the event 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 Bank set
forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before May 31, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that
its failure to file a 10-Q for the first fiscal quarter of 2012 could reasonably be expected to have a Material Adverse Effect. 

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: 

  
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 (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. 
 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 except for commercial dishwashers/sanitizers sold
in accordance with Section 8.4(viii) of the Credit Agreement, and nothing herein will affect the validity, enforceability, perfection or priority of such security interests. 

  
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 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. 

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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 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. 
 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 Agreement 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 interests
in the collateral securing the obligations under the Credit Documents except for commercial dishwashers/sanitizers sold in accordance with Section 8.4(viii) of the Credit Agreement. 

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] 
  
 Signature Page to Third
Amendment to Credit Agreement 







 
			
	 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] 
  

Signature Page to Third Amendment to Credit Agreement 







 
			
	 GUARANTORS:
  

SWISHER INTERNATIONAL, INC.
 SWISHER
HYGIENE USA OPERATIONS, INC.
 SWISHER HYGIENE FRANCHISE CORP.
 SWISHER PEST CONTROL CORP.
 SWISHER MAID, INC.

SHFC FINANCE, LLC
 SERVICE MINNEAPOLIS,
LLC
 SHFC OPERATIONS, LLC

EXPRESS RESTAURANT EQUIPMENT

    SERVICE, INC.

SERVICE ARKANSAS, LLC
 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

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


 [Signature Pages Continued on the Following Page] 

 
 Signature Page to Third Amendment to Credit Agreement 







 
			
	 SERVICE FLORIDA, LLC
 SERVICE GAINESVILLE, LLC
 SERVICE GOLD COAST, LLC

SERVICE GREENSBORO, LLC
 SERVICE
GREENVILLE, LLC
 SERVICE GULF COAST, LLC
 SERVICE HAWAII, LLC
 SERVICE HOUSTON, LLC

SERVICE LAS VEGAS, LLC
 SERVICE
LOUISVILLE, LLC
 SERVICE MEMPHIS, LLC
 SERVICE MICHIGAN, LLC
 SERVICE MIDATLANTIC, LLC

SERVICE MIDWEST, LLC
 SERVICE
NASHVILLE, LLC
 SERVICE NEW ENGLAND, LLC
 SERVICE NEW MEXICO, LLC
 SERVICE NEW ORLEANS, LLC

SERVICE NORTH, LLC
 SERVICE
NORTH-CENTRAL, LLC
 SERVICE OKLAHOMA CITY, LLC
 SERVICE PHILADELPHIA, LLC
 SERVICE PHOENIX, LLC

SERVICE PORTLAND, 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
 SERVICE
WESTERN PENNSYLVANIA, 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] 

 
 Signature Page to Third Amendment to Credit Agreement 







 
			
	 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:	 	Thomas E. Aucamp
	Title:	 	Executive Vice President


  

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


  
 Signature Page to Third
Amendment to Credit Agreement