AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 1 TO THE

MEDASSETS, INC.

 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

               AMENDMENT NO. 1 (this “Amendment”), dated as of April 29, 2008, to the Amended and Restated Registration Rights Agreement dated as of October 19, 2007 (the “Registration Rights Agreement”), among MedAssets, Inc., a Delaware corporation (the “Company”), and the Investors listed therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

R E C I T A L S

               WHEREAS, the Company and the Investors signatory hereto desire to amend the Registration Rights Agreement in order to grant certain registration rights to the parties (such parties, the “New Investors”) to this Amendment who will receive shares of Common Stock in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Accuro Healthcare Solutions, Inc., a Delaware corporation, Accuro, L.L.C., a Texas limited liability company, Aston Acquisition I, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Aston Acquisition II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, the Signing Sellers party thereto and Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P., as Representative (as defined therein); and

               WHEREAS, Section 3(g) of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended with the written consent of the Company and the Investors holding a 66-2/3% majority of the then outstanding Registrable Securities.

               NOW, THEREFORE, the Registration Rights Agreement is hereby amended as follows:

          1. JOINDER. Each New Investor shall be deemed to be a party to the Registration Rights Agreement, effective as of the Second Effective Time (as defined in the Merger Agreement), and shall be deemed to be an Investor thereunder.

          2. AMENDMENTS TO SECTION 1.

          (a) The term “Initiating Holder” in Section 1 of the Registration Rights Agreement is replaced with the following:

          “Initiating Holder: shall mean one of (i) ▇▇▇▇▇, (ii) Parthenon, (iii) Grotech and (iv) WCAS;”

          (b) The term “Registrable Securities in Section 1 of the Registration Rights Agreement is replaced with the following:

“Registrable Securities: (A) the shares of Common Stock issued to the Investors pursuant to the Purchase Agreements, (B) the shares of Common Stock issued or issuable upon conversion of the Preferred Stock, (C) the shares of Common Stock issued or issuable upon exercise of the warrants issued to Allied Capital Corporation on November 2, 2001, (D) the shares of Common Stock issued or issuable upon exercise of the warrants issued to Firstar Capital Corporation and BNP Paribas on November 2, 2001, (E) any additional shares of Common Stock acquired by the Investors (other than pursuant to a stock option plan or any other incentive plan), (F) the shares of Common Stock issued to the New Investors pursuant to the Merger Agreement, including, without limitation, any such shares issued in connection with the Contingent Payment Amount (as defined in the Merger Agreement) and (G) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clauses (A), (B), (C), (D), (E), (F) or (G) above; provided, however, that shares defined in clauses (A) through (E) above shall not be deemed to be Registrable Securities if held by the New Investors;”

     (c) The following term is added to Section 1:

“WCAS: shall mean Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P., a Delaware limited partnership, and any affiliate of this entity which may from time to time hold Registrable Securities.”

     3. AMENDMENTS TO SECTION 2.

(a)

Section 2(a)(i) is hereby amended and restated in its entirety to read as follows:

“(i) Request for Registration. If the Company shall receive, from ▇▇▇▇▇, Parthenon, Grotech or WCAS, at any time after the date hereof, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will:”

     (b) Section 2(a)(i)(B)(bb) is hereby amended and reinstated in its entirety to read as follows:

“(bb) (i) With respect to a request for registration by ▇▇▇▇▇, Parthenon or WCAS, after the Company has effected two (2) such registrations pursuant to this Section 2(a) requested by ▇▇▇▇▇, Parthenon or WCAS and, in each case, such registrations have been declared or ordered effective; and (ii) with respect to a request for registration by Grotech, after the Company has effected one (1) such registration pursuant to this Section 2(a) requested by Grotech; and, in each case, such registration(s) shall have been declared or ordered effective;”

     4. MISCELLANEOUS.

     (a) Effectiveness. This Amendment shall become effective at the Second Effective Time. For the avoidance of doubt, this Amendment shall be null and void ab initio if the Merger Agreement is terminated in accordance with its terms.

     (b) Effect of Amendment. Whenever the Registration Rights Agreement is referred to therein or in any other agreements, documents and instruments, such reference shall be deemed to be to the Registration Rights Agreement as amended by this Amendment.

     (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

     (d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

     (e) Notices. All notices to be provided to a New Investor under the Registration Rights Agreement shall be sent to such New Investor at the address and facsimile number listed on the signature pages hereto.

     (f) No Other Amendment. Except as specifically provided in this Amendment, all other provisions of the Registration Rights Agreement remain unchanged.

     (g) 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 be considered one and the same agreement.

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     IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Registration Rights Agreement as of the date first set forth above.

INVESTORS:

▇▇▇▇▇ PARTNERS III, L.P.
By: Claudius LLC, its general partner

▇▇▇▇▇ PARTNERS INTERNATIONAL III, L.P.
By: Claudius LLC, its general partner

▇▇▇▇▇ EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.

▇▇▇▇▇ PARTNERS IV L.P.
By: Claudius LLC, its general partner

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▇▇▇▇▇ PARTNERS INTERNATIONAL IV, L.P.
By: Claudius LLC, its general partner

▇▇▇▇▇ EMPLOYEE FUND IV, L.P.
By: Wesson Enterprises, Inc.

		PARTHENON INVESTORS, L.P.
		By:		Parthenon Investment Advisors, L.L.C. its general partner
				By:		Parthenon Investment Partners, L.L.C. its managing member

		PCIP INVESTORS
		By:		Parthenon Capital, LLC, its managing partner
				By:		J & R Investment Management Company, LLC, its managing member

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▇▇▇▇ ▇▇▇▇▇▇ GRANTOR RETAINED ANNUITY TRUST


By: ▇▇▇▇ ▇▇▇▇▇▇ and Bank of America, N.A., Trustees

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		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY
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		▇▇▇▇▇▇ ▇▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY
		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY

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		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY
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		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY
		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, BY ▇▇▇▇ ▇▇▇▇▇▇ AS ATTORNEY AND PROXY

		SHAMEZ KANJI
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▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS, L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC

▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS, (CAYMAN), L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC

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▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS,
     (EXECUTIVES), L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC

GREENHILL CAPITAL, L.P.
By its general partner, GCP, L.P.
By its general partner, GCP, LLC

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		GROTECH PARTNERS VI, L.P.
		By:  Grotech Capital Group VI, LLC
		Its:  General Partner

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		▇▇▇▇ IDOL
		▇▇▇▇▇▇ ▇. IDSAL
		JUNE M. ▇▇▇▇▇
		▇▇▇▇▇ LLC

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		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		AUNNALESHA ▇▇▇▇▇
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		▇▇ ▇▇▇▇▇▇ 2005 GRAT
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		▇▇▇▇▇ ▇. ▇▇▇▇▇

		▇▇▇▇ ▇▇▇▇▇▇
		SHL, LTD.

		▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇▇
		THE BALLARDINI FAMILY TRUST

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		LOI ▇▇▇▇ ▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇▇
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		AVEGA PARTNERS, INC.

		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, TRUSTEES OF THE ▇▇▇▇▇▇▇▇▇ FAMILY TRUST DATED DECEMBER 22, 1995

		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, TRUSTEE OF THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST DATED AUGUST 17, 2004

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		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, TRUSTEE OF THE CARLY ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST DATED AUGUST 17, 2004

		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, TRUSTEE OF THE ZOIE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST DATED AUGUST 17, 2004

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		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TRUSTEES OF THE KAZAMEK AND ▇▇▇▇▇▇▇ FAMILY TRUST DATED SEPTEMBER 5, 2003

		C. A. Piccolo

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		NEW INVESTORS:
		WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P.
		BY: WCAS IX ASSOCIATES LLC,
		Its General Partner
		By:		/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		D. ▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Managing Member

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		▇▇▇▇▇▇ ▇. Minicussi
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		▇▇▇▇▇▇▇▇ ▇. Rather
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		By:		/s/ ▇▇▇▇▇▇▇▇ ▇. Rather
		Name:		▇▇▇▇▇▇▇▇ ▇. Rather
		Title:		Attorney-in-Fact
		WCAS MANAGEMENT CORPORATION
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇. Rather
		Name:		▇▇▇▇▇▇▇▇ ▇. Rather
		Title:		Treasurer

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		Select Capital Ventures I, L.P.
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Managing Member

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		D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ — ▇▇▇
		By:		/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:
		Title:

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		THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		2004 IRREVOCABLE TRUST
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇
		Title:		Trustee

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		THE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2004 IRREVOCABLE TRUST
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Trustee

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		▇▇▇▇▇ Family Enterprises, LP
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇
		Title:		General Partner

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				/s/ ▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇

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		B&F Family Enterprises, LP
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		President, B&F Family Management, LLC General Partner

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		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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		▇ ▇ Starship Enterprise, L.P.
		By: Name:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		President, ▇ ▇ Starship, LLC General Partner

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		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

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		▇▇▇▇▇▇▇ Family Investments, LLLP
		By: Name:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		General Partner

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		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇   ▇▇▇▇ ▇▇▇▇▇▇▇

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		Cordillera Interest, Ltd.
		By: Name:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		President

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		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇   ▇▇▇▇▇▇ ▇▇▇▇▇▇

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		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇   ▇▇▇▇▇ ▇▇▇▇▇

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		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇   ▇▇▇▇▇ ▇▇▇▇▇▇▇

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		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇   ▇▇▇▇▇ ▇▇▇▇▇▇▇

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		/s/ ▇▇▇ ▇▇▇▇▇▇▇▇   ▇▇▇ ▇▇▇▇▇▇▇▇

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		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

[Signature Page to Registration Rights Agreement Amendment]

		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇   ▇▇▇▇▇ ▇▇▇▇▇▇

[Signature Page to Registration Rights Agreement Amendment]

		GE Capital Corporation
		By: Name:		/s/ ▇▇▇▇ ▇▇▇▇   ▇▇▇▇ ▇▇▇▇
		Title:		Duly Authorized Signatory

[Signature Page to Registration Rights Agreement Amendment]