Exhibit 10.26


 


THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This
THIRD Amendment to AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is
made and entered into as of March 22, 2010, by and between BANK OF THE
WEST (the “Bank”) and GUIDANCE SOFTWARE, INC. (the “Borrower”) with respect to
the following:


 


This
Amendment shall be deemed to be a part of and subject to that certain AMENDED
AND RESTATED CREDIT AGREEMENT dated as of May 1, 2007, as it may be
amended from time to time, and any and all addenda and riders thereto (collectively
the “Agreement”). Unless otherwise defined herein, all terms used in this
Amendment shall have the same meanings as in the Agreement. To the extent that
any of the terms or provisions of this Amendment conflict with those contained
in the Agreement, the terms and provisions contained herein shall control.


 


WHEREAS,
the Borrower and the Bank mutually desire to extend and/or modify the
Agreement.


 


NOW
THEREFORE, for value received and hereby acknowledged, the Borrower and the
Bank agree as follows:


 


1.                                       Extension
of Expiration Date. The Expiration Date provided for in Section 1.1.9
of the Agreement shall be extended to May 31, 2012.


 


2.                                       Modification
of Financial Condition. Effective with the date of this Amendment, Section 6.2
(ii) is hereby modified to read as follows:


 


(ii)                                  Not allow a
cumulative year to date net loss (excluding non-cash shareholder compensation
expense) in excess of $5,000,000.00 during any one fiscal year.


 


5.                                       Representations
and Warranties. The Borrower hereby reaffirms the representations
and warranties contained in the Agreement and represents that no event, which
with notice or lapse of time, could become an Event of Default, has occurred or
is continuing.


 


6.                                       Confirmation
of Other Terms and Conditions of the Agreement. Except as specifically
provided in this Amendment, all other terms, conditions and covenants of the
Agreement unaffected by this Amendment shall remain unchanged and shall
continue in full force and effect and the Borrower hereby covenants and agrees
to perform and observe all terms, covenants and agreements provided for in the
Agreement, as hereby amended.


 


7.                                       Governing
Law. This Amendment shall be governed and construed in accordance with the
laws of the State of California to which jurisdiction the parties hereto hereby
consent and submit.


 


8.                                       Counterparts. This Amendment
may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.


 


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IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of
the date first hereinabove written.


 


	
  BANK:

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
  BANK
  OF THE WEST

  	
   

  	
  GUIDANCE
  SOFTWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  David Alterman

  	
   

  	
  BY:

  	
  /s/
  Victor Limongelli

  
	
  NAME:

  	
  David
  Alterman, Vice President

  	
   

  	
  NAME:

  	
  Victor
  Limongelli, President and CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ADDRESS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  215
  North Marengo Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  Pasadena,
  CA 91101

  
						



 


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