CREDIT AGREEMENT between SWISHER INTERNATIONAL, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION $5,000,000 Revolving Line of Credit November 14, 2005Credit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS CREDIT AGREEMENT, dated as of November 14, 2005, is made and entered into by and between SWISHER INTERNATIONAL, INC., a Nevada corporation, (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS CREDIT AGREEMENT, dated as of November 14, 2005 (as amended through the Second Amendment, dated September 8, 2006), is made and entered into by and between SWISHER INTERNATIONAL, INC., a Nevada corporation, (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2009, by and between HB SERVICE, LLC, a Delaware limited liability company (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with its principal office in Charlotte, North Carolina (the “Bank”) and the other Persons party hereto for the purposes set forth herein.
FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS CREDIT AGREEMENT, dated as of November 14, 2005 (as amended through the Fourth Amendment, dated June 25, 2008), is made and entered into by and between SWISHER INTERNATIONAL, INC., a Nevada corporation, (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
AGREEMENT AND PLAN OF MERGER among COOLBRANDS INTERNATIONAL INC. COOLBRANDS INTERNATIONAL (NEVADA), INC. and SWISHER INTERNATIONAL, INC. and STEVEN R. BERRARD Dated as of August 17, 2010Agreement and Plan of Merger • November 9th, 2010 • Swisher Hygiene Inc. • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 17, 2010 among COOLBRANDS INTERNATIONAL INC., a Canadian corporation (“Parent”), COOLBRANDS INTERNATIONAL (NEVADA), INC., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), SWISHER INTERNATIONAL, INC., a Nevada corporation (the “Company”) and Steven R. Berrard, a shareholder of the Company (the “Shareholder”). In addition to terms defined in the Preamble, Recitals and the Sections of this Agreement, certain terms are defined in Section 10.03 of this Agreement.
CREDIT AGREEMENT between HB SERVICE, LLC and WACHOVIA BANK, NATIONAL ASSOCIATION $15,000,000 Revolving Line of Credit June 25, 2008Credit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS CREDIT AGREEMENT, dated as of June 25, 2008, is made and entered into by and between HB SERVICE, LLC, a Delaware limited liability company (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 9th, 2010 • Swisher Hygiene Inc.
OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVERConsent and Waiver • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVER (this “Amendment”) is made and entered into as of August 13, 2010, by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (“Swisher”), HB SERVICE, LLC, a Delaware limited liability company (“HB Service”), WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association) (the “Bank”) and the other Persons party hereto.
UNCONDITIONAL GUARANTY [HUIZENGA]Swisher Hygiene Inc. • November 9th, 2010
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • November 9th, 2010 • Swisher Hygiene Inc. • Florida
THIS CAPITAL CONTRIBUTION AGREEMENT (this “Agreement) is made and entered into as of July 13, 2010, by and between H. Wayne Huizenga (“Huizenga”) and Steven R. Berrard (“Berrard”), on the one hand, and Swisher International, Inc., a Nevada corporation (“Swisher”) on the other.
FORM OF LOCK-UP AGREEMENTSwisher Hygiene Inc. • November 9th, 2010 • Delaware
The undersigned understands that CoolBrands and Swisher International Inc. (“Swisher”) have entered into a merger agreement (the “Merger Agreement”) dated August 17, 2010, pursuant to which a wholly-owned subsidiary of CoolBrands will merge with and into Swisher, and as a result, Swisher will become a wholly-owned subsidiary of CoolBrands (the “Merger”). The undersigned is a beneficial owner of certain shares of common stock of Swisher. Pursuant to the Merger Agreement, upon consummation of the Merger the undersigned will be entitled to receive, directly or indirectly, a certain number of common shares of CoolBrands (“Undersigned’s CoolBrands Shares”) in exchange for the common stock of Swisher beneficially owned by the undersigned. Any capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Merger Agreement.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 18, 2009, by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (the “Borrower”). WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with its principal office in Charlotte, North Carolina (the “Bank”) and the other Persons party hereto for the purposes set forth herein.
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVER (this “Amendment”) is made and entered into as of November 5, 2010, and shall be effective as of November 5, 2010 (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.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 18, 2009, by and between HB SERVICE, LLC, a Delaware limited liability company (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with its principal office in Charlotte, North Carolina (the “Bank”) and the other Persons party hereto for the purposes set forth herein.
OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVERConsent and Waiver • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVER (this “Amendment”) is made and entered into as of October 28, 2010, by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (“Swisher”), HB SERVICE, LLC, a Delaware limited liability company (“HB Service”), WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association) (the “Bank”) and the other Persons party hereto.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2006, by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with its principal office in Charlotte, North Carolina (the “Bank”).
UNCONDITIONAL GUARANTY [HUIZENGA]Swisher Hygiene Inc. • November 9th, 2010
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2009, by and between SWISHER INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with its principal office in Charlotte, North Carolina (the “Bank”) and the other Persons party hereto for the purposes set forth herein.
SECURITY AGREEMENTSecurity Agreement • November 9th, 2010 • Swisher Hygiene Inc. • North Carolina
THIS SECURITY AGREEMENT, dated as of November 14, 2005 (as amended, supplemented or modified from time to time, this “Security Agreement”), is made by SWISHER INTERNATIONAL, INC., a Nevada corporation with its principal office at 6849 Fairview Road , Charlotte, North Carolina 28210 (the “Borrower”), and each of the undersigned Subsidiaries of the Borrower and each other Subsidiary that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit A (a “Pledge and Security Accession”: the undersigned and such other Subsidiaries, collectively, the “Subsidiary Pledgors,” and together with the Borrower, the “Pledgors”). in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”). Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.
