AMENDMENT NO. 1 TO THE

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, Anderson & Stowe 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) Galen, (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, Anderson & Stowe 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 Galen, 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 Galen, Parthenon or WCAS, after the Company has effected two (2) such registrations pursuant to this Section 2(a) requested by Galen, 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:

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

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

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

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

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

GALEN 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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EARL NORMAN GRANTOR RETAINED ANNUITY TRUST


By: Earl Norman and Bank of America, N.A., Trustees

		/s/ John Bardis
		JOHN BARDIS
		/s/ John Bardis
		JUDY BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY
		/s/ John Bardis
		KATHERINE BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY
		/s/ John Bardis
		THOMAS BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY
		/s/ John Bardis
		MICHAEL BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY

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		/s/ John Bardis
		THOMAS AIDEN TOZER, BY JOHN BARDIS AS ATTORNEY AND PROXY
		/s/ John Bardis
		ELIZABETH CHRISTINE TOZER, BY JOHN BARDIS AS ATTORNEY AND PROXY
		/s/ John Bardis
		PAUL WILLIAM TOZER, BY JOHN BARDIS AS ATTORNEY AND PROXY

		SHAMEZ KANJI
		TODD COLLINS
		MARC SEWELL
		SCOTT E. GRESSETT
		CALEB E. GRESSETT
		JOHN A. GRESSETT
		ANNA G. GRESSETT

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		JAMES MULLIGAN
		DANIEL MULLIGAN
		JENNIFER MULLIGAN
		TASHA MULLIGAN
		ABIGAIL MULLIGAN
		KENNETH A. HALVERSON, JR.

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		GEORGE STOWE
		TIMOTHY WATSON
		DAVID JOHNSON
		EDWARD A. SLOAN, SR.
		EDWARD A. SLOAN, JR.
		PAUL EGGERS, JR.

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

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

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GREENHILL 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

		DANIEL PIRO
		EILEEN MCGINNITY
		TINA BRINTON
		AMY DOTSON-SEBERO
		DAVID EVANS

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		MICHAEL GADDY
		REBECCA HAWORTH
		ALLEN WIER HOBBS
		CYNTHIA ROSEBERRY
		PATRICK BUCKLEY
		GROTECH PARTNERS VI, L.P.
		By:  Grotech Capital Group VI, LLC
		Its:  General Partner

		BRADLEY ALLEN

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		RICHARD CAREY

		JOSEPH CHOW
		JOSEPH DAVI
		ANN DIAMOND

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		JOHN IDOL
		WARREN B. IDSAL
		JUNE M. IDZAL
		JACIE LLC

		HARRY R. KING
		STEVEN L. KORBY
		AUNNALESHA KRESS
		MICHAEL R. LEWIS
		GEORGE L. MCTAVISH

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		DELLOISE MEIER
		WILLIAM V. NARDIELLO
		LAREE CARAMELLA
		DT NGUYEN 2005 GRAT
		KHANH NGUYEN
		TIENDUNG NGUYEN
		TIMOTHY NGUYEN
		GARY W. PESTELLO
		ANDREW PHAM
		THANH PHAM
		DAVID GRANT PHILLIPS
		THOMAS PHUNG

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		SUSAN B. REESE

		JORI SAVAGE
		SHL, LTD.

		ROCHELLE SHORE
		BRAD SMALLING
		THE BALLARDINI FAMILY TRUST

		MICHAEL S. TRAN
		DOUGLAS R. URQUHART
		WILLIAM R. VOSS

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		LOI TIEN VU
		CRAIG WEBSTER
		ROBERT WRIGHT
		AVEGA PARTNERS, INC.

		ROBERT V. NAGELHOUT AND JULIE A. NAGELHOUT, TRUSTEES OF THE NAGELHOUT FAMILY TRUST DATED DECEMBER 22, 1995

		MAUREEN NAGELHOUT, TRUSTEE OF THE ROBERT ARTHUR NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

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		MAUREEN NAGELHOUT, TRUSTEE OF THE CARLY NICOLE NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

		MAUREEN NAGELHOUT, TRUSTEE OF THE ZOIE MAUREEN NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

		THOMAS J. KAZAMEK
		THOMAS J. KAZAMEK AND DEBRA L. KAZAMEK, TRUSTEES OF THE KAZAMEK AND MALTAIS FAMILY TRUST DATED SEPTEMBER 5, 2003

		C. A. Piccolo

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

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		Russell L. Carson
		Thomas E. McInerney
		Robert A. Minicussi
		Anthony J. de Nicola
		Paul B. Queally
		Jonathan M. Rather
		Sanjay Swani
		D. Scott Mackesy
		John D. Clark
		James R. Matthews
		Sean M. Traynor
		John Almeida, Jr.
		Eric J. Lee
		Michael E. Donovan
		Brian Regan
		David Mintz
		Clinton Biondo
		Rona Drogy

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

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

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		D. Scott Mackesy — IRA
		By:		/s/ D. Scott Mackesy
		Name:
		Title:

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		THE PATRICK J. WELSH
		2004 IRREVOCABLE TRUST
		By:		/s/ Carol Welsh
		Name:		Carol Welsh
		Title:		Trustee

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		THE BRUCE K. ANDERSON 2004 IRREVOCABLE TRUST
		By:		/s/ Mary Anderson
		Name:		Mary Anderson
		Title:		Trustee

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

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				/s/ Gary Cohen
				Gary Cohen

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

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		/s/ Harriet Flowers   Harriet Flowers

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		J H Starship Enterprise, L.P.
		By: Name:		/s/ John J. Flowers   John J. Flowers
		Title:		President, J H Starship, LLC General Partner

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		/s/ Douglas French   Douglas French

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		Redmond Family Investments, LLLP
		By: Name:		/s/ David L. Redmond   David L. Redmond
		Title:		General Partner

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		/s/ John Carlyle   John Carlyle

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		Cordillera Interest, Ltd.
		By: Name:		/s/ John K. Carlyle   John K. Carlyle
		Title:		President

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		/s/ Robert Allday   Robert Allday

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		/s/ David D. Hagey   David Hagey

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		/s/ Brent McCarty   Brent McCarty

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		/s/ James Hoffman   James Hoffman

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		/s/ Ely Labovitz   Ely Labovitz

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		/s/ Diane Brockway   Diane Brockway

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		/s/ Kerry Martin   Kerry Martin

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

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