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SWSH > SEC Filings for SWSH > Form 8-K on 4-Sep-2012All Recent SEC Filings

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Form 8-K for SWISHER HYGIENE INC.


4-Sep-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial O


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 August 31, 2012, Swisher Hygiene Inc. (the "Company") amended and restated 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 Amended Credit Facility, the Company may borrow a maximum of $50 million, provided such borrowings do not exceed amounts necessary for the Company to meet certain borrowing base requirements and financial covenants. Generally, the borrowing base equals (i) the sum of
(a) a percentage of certain accounts of the Company plus (b) a percentage of certain inventory of the Company minus (ii) reserves determined by Wells Fargo Bank. The interest rates and maturity date under the Amended Credit Facility were not modified from the prior Wells Fargo Bank credit facility. The Amended Credit Facility requires that Swisher Hygiene maintain Unencumbered Liquidity, as defined in the Amended Credit Facility, of at least $15 million.

The Amended Credit Facility 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 September 30, 2012. At the same time, the Amended Credit Facility 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 September 30, 2012. The Company cannot provide assurance as to when it will complete these filings.

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

On September 4, 2012, the Company issued a press release announcing the Amended Credit Facility. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated into this report by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1    Seventh Amendment to Credit Agreement and Pledge and Security Agreement,
        dated August 31, 2012, by and among Swisher Hygiene Inc., the Subsidiary
        Guarantors party thereto, the Required Lenders named therein and Wells
        Fargo Bank, National Association. (Portions of this exhibit have been
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment.)

99.1    Press release of Swisher Hygiene Inc. dated September 4, 2012.


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