Exhibit
10.10(c)


 


SECOND
AMENDMENT TO

LOAN AND SECURITY AGREEMENT


This
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is entered into as of October ___, 2013 between
ACME UNITED CORPORATION, a Connecticut corporation (the “Borrower”) and HSBC BANK USA, NATIONAL ASSOCIATION
(the “Lender”).


RECITALS


Borrower
and Lender are parties to a Loan and Security Agreement dated as of April 5, 2012, as amended (collectively, the “Loan
Agreement”). Capitalized terms used herein shall have the meanings given to them in the Loan Agreement unless otherwise
specified.


Borrower
has requested that the Lender amend certain terms and conditions of the Loan Agreement, pursuant to the terms of this Amendment.


NOW,
THEREFORE, in consideration of the promises, covenants and understandings set forth in this Amendment and the benefits to
be received from the performance of such promises, covenants and understandings, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1.                 
As of the date hereof, the definition of “Fixed Charge Coverage Ratio”, as set forth in Section 6.7 of the Loan Agreement,
is amended and restated in its entirety to read as follows:


“Fixed
Charge Coverage Ratio” means, for any period, the ratio of (x) EBITDA minus capital expenditures (net of amounts
financed by third parties, and excluding up to $4,100,000 of capital expenditures related to the acquisition and refurbishment
of the real property located in Rocky Mount, North Carolina so long as such capital expenditures are incurred on or prior to September
30, 2014) to (y) the sum of (i) Interest Expense, plus (ii) income tax expense plus (iii) all dividends and distributions
actually paid in such period, plus (iv) all scheduled payments of principal with respect to Indebtedness.


2.                 
No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Loan Agreement
shall remain in full force and effect.


3.                 
Conditions Precedent. This Amendment shall be effective when the Lender shall have received a copy hereof executed by the
Borrower.


4.                 
Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:


(a)               
The Borrower has all requisite power and authority to execute this Amendment and to perform all of the obligations hereunder and
thereunder, and this Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms.






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(b)              
The execution, delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate
action and does not (i) require any authorization, consent or approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any
order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation
or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or loan agreement
or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or
affected.


(c)               
All of the representations and warranties contained in Section 5 of the Loan Agreement are correct on and as of the date hereof
as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier
date.


5.                 
References. All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement
as amended hereby; and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan
Agreement as amended hereby.


6.                 
No Other Waiver. The execution of this Amendment and acceptance of any documents related hereto shall not be deemed to
be a waiver of any Default or Event of Default under the Loan Agreement, or breach, default or event of default under any Loan
Documents or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of
this Amendment.


7.                 
Costs and Expenses. The Borrower hereby reaffirms its agreement under the Loan Agreement to pay or reimburse the Lender
on demand for all reasonable costs and expenses incurred by the Lender in connection with the Loan Documents, including without
limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower
specifically agrees to pay all reasonable fees and disbursements of counsel to the Lender for the services performed by such counsel
in connection with the preparation of this Amendment and the documents and instruments incidental hereto. 


8.                 
Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.


REMAINDER
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.


	 	 
	HSBC BANK USA,
    NATIONAL ASSOCIATION	ACME UNITED CORPORATION
	 	 
	 	 
	By:_________________________________	By:_________________________________
	Name:	Name:
	Title	Title


 


 


 


 





 


 


[SIGNATURE
PAGE TO SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT]




 





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