Amendment to Loan and Security Agreement and Waiver dated February 15, 2010


 Exhibit 10.1 
 February 15, 2010 
 Transcend Services, Inc. 
 Medical Dictation Services, Inc. 
 One Glenlake
Parkway 
 Suite 1400 
 Atlanta, Georgia
30328 
 Attention: Lance Cornell, Chief Financial Officer 
  

	 	Re:	Amendment to Loan and Security Agreement and Waiver 

 Ladies and Gentlemen: 
 Reference is hereby made to that certain Loan and Security Agreement dated as of
August 31, 2009 (as at any time amended, the “Loan Agreement”) among Transcend Services, Inc., a Delaware corporation, and Medical Dictation Services, Inc., a Maryland corporation (collectively, the
“Borrowers”, and each individually, a “Borrower”), and Regions Bank, an Alabama bank (“Lender”). 
 The parties desire to amend the Loan Agreement as hereinafter set forth. 
 NOW,
THEREFORE, for and in consideration of TEN DOLLARS in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Definitions. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement. 
 2. Amendments. The Loan Agreement is hereby amended by deleting clause (d) of
Section 8.2 of the Loan Agreement and by substituting in lieu thereof the following: 
 (d)
Leases. Borrower shall not, and shall not permit its Subsidiaries to, incur, create, or assume any direct or indirect liability for the payment of rent or otherwise under any lease or rental arrangement (excluding capitalized leases), if
immediately thereafter the sum of lease or rental payments to be made by Borrower and its Subsidiaries during any consecutive 12-month period (for such lease or rental arrangement and all other of Borrower’s and its Subsidiaries’ lease and
rental arrangements) would exceed $600,000. 
 3. Limited Waiver. An Event of Default has occurred and currently exists
under the Loan Agreement as a result of Borrower’s breach of Section 8.2(d) of the Loan Agreement (the “Designated Default”). The Designated Default exists because Borrower paid rents in excess of the amount permitted during the
12-month period ending on December 31, 2009. Borrower represents and warrants that the Designated Default is the only Default or Event of Default that exists under the Loan Agreement and the other Loan Documents as of the date hereof. Lender
hereby waives the Designated Default in existence on the date hereof. In no event shall such waiver be deemed to constitute a waiver of (a) any Default or Event of Default other than the Designated Default in existence on the date of this
agreement or (b) Borrower’s obligation to comply with all of the terms and conditions of the Loan Agreement and the other Loan Documents from and after the date hereof. Notwithstanding any prior, temporary mutual disregard of the terms of
any contracts between the parties, Borrower hereby agrees that it shall be required strictly to comply with all of the terms of the Loan Documents on and after the date hereof. 
 4. Ratification and Reaffirmation; Acknowledgements. Each Borrower hereby ratifies and reaffirms each of the Loan Documents and all
of such Borrower’s covenants, duties and liabilities







 
thereunder. Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that
are enforceable against such Borrower in accordance with the terms thereof; and all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by such Borrower). 
 5. No Novation; Etc. Except as otherwise expressly provided in
this agreement, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This agreement is not intended to be, nor shall it be
construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect. 
 6. Miscellaneous. This agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. This agreement may be executed in any number of counterparts and by different parties to this agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or electronic mail in portable document format (PDF) shall be deemed to be an original signature hereto. To the
fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this agreement. 
  

			
	Very truly yours,
	
	REGIONS BANK
		
	By:	 	/S/    JOHN F.
BOHAN        
		 	John F. Bohan, Vice President


 Accepted and agreed to: 
  

			
	TRANSCEND SERVICES, INC.
		
	By:	 	/S/    LANCE
CORNELL        
		 	Lance Cornell, Chief Financial Officer

  

			
	MEDICAL DICTATION SERVICES, INC.
		
	By:	 	/S/    LANCE
CORNELL        
		 	Lance Cornell, Chief Financial Officer