exv10w1






Exhibit
10.1





	 	 	 

	Barclays Capital 

745 Seventh Avenue 

New York, New York 10019

	 	JPMorgan Chase Bank, N.A. 

J.P. Morgan Securities LLC 

383 Madison Avenue 

New York, New York 10179






CONFIDENTIAL




September 14, 2010




MedAssets, Inc.

100 North Point Center, East; Suite 200

Alpharetta, GA 30022




Attention: L. Neil Hunn, Chief Financial Officer




Project Barracuda

Commitment Letter



Ladies and Gentlemen:




     You have advised Barclays Bank PLC (“Barclays Bank”) and Barclays Capital, the investment
banking division of Barclays Bank PLC (“Barclays Capital”), JPMorgan Chase Bank, N.A. (“JPMCB”),
J.P. Morgan Securities LLC (“J.P. Morgan” and, together with Barclays Bank, Barclays Capital, JPMCB
and J.P. Morgan Securities LLC, “we,” “us” or the “Commitment Parties”), that MedAssets, Inc.
(“MedAssets” or “you”), intends to acquire (the “Acquisition”), directly or indirectly, all of the
capital stock of Broadlane Intermediate Holdings, Inc. (the “Company”). You have further advised
us that, in connection with the foregoing, you intend to consummate the other Transactions
described in the Transaction Description attached hereto as Exhibit A (the “Transaction
Description”). Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Fee Letter (as defined below), the Transaction Description or the Summaries of
Principal Terms and Conditions attached hereto as Exhibits B and C (collectively, the “Term
Sheets”; this commitment letter, the Transaction Description, the Term Sheets and the Summary of
Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).




     1.
Commitments.




     In connection with the Transactions, (a) Barclays Bank is pleased to advise you of its
several, but not joint, commitment to provide 50% of the entire aggregate principal amount of (i)
the Senior Secured Facilities (and a like percentage of each of the Term Facilities and the
Revolving Facility) and (ii) the Bridge Facility, (b) JPMCB is pleased to advise you of its
several, but not joint, commitment to provide 50% of the entire aggregate principal amount of (i)
the Senior Secured Facilities (and a like percentage of each of the Term Facilities and the



 









 




Revolving Facility) and (ii) the Bridge Facility. Each of Barclays Bank and JPMCB, in its
capacity as a provider of a commitment in respect of (i) the Senior Secured Facilities in
accordance with the immediately preceding sentence, is referred to herein as an “Initial Senior
Lender” and (ii) the Bridge Facility in accordance with the immediately preceding sentence, is
referred to herein as an “Initial Bridge Lender.” the Initial Bridge Lenders and the Initial Senior
Lenders are collectively referred to herein as the “Initial Lenders.”




     The commitments of each Initial Senior Lender and each Initial Bridge Lender set forth in the
immediately preceding two paragraphs are, in each case, subject only to the satisfaction of the
conditions set forth in Section 6 hereof and the section entitled “Conditions to All Borrowings” in
Exhibits B and C hereto (limited on the Closing Date (as defined below) as indicated therein) and
in Exhibit D hereto.




     2.
Titles and Roles.



     It is agreed that (a) each of Barclays Capital and J.P. Morgan will act as joint lead
arrangers and joint bookrunners for the Senior Secured Facilities (the “Senior Lead Arrangers”),
(b) each of J.P. Morgan and Barclays Capital will act as joint lead arrangers and joint bookrunners
for the Bridge Facility (the “Bridge Lead Arrangers” and together with the Senior Lead Arrangers,
the “Joint Lead Arrangers”), (c) Barclays Bank will act as administrative agent and collateral
agent (in such capacity, the “Senior Administrative Agent”) for the Senior Secured Facilities and
(d) JPMCB will act as administrative agent (in such capacity, the “Bridge Administrative Agent”)
for the Bridge Facility. It is further agreed that Barclays Capital shall have “left side”
designation and shall appear on the top left of any Information Materials (as defined below) for
the Senior Secured Facilities and all other offering or marketing materials in respect of the
Senior Secured Facilities and that J.P. Morgan shall have “left side” designation and shall appear
on the top left of any Information Materials (as defined below) for the Bridge Facility and all
other offering or marketing materials in respect of the Bridge Facility. You agree that no other
agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and
no compensation (other than compensation expressly contemplated by this Commitment Letter and the
Fee Letter referred to below) will be paid to any Lender (as defined below) in order to obtain its
commitment to participate in the Credit Facilities unless you and we shall so agree; provided that
you shall have the right to appoint one or more additional financial institutions that agree to
assume a portion of the commitments in respect of the Credit Facilities (in which case, the
commitments of each Initial Lender shall be reduced on a pro rata basis by the amount of the
commitments so assumed by such third party(s)) to act as co-managers for the Credit Facilities on
terms to be mutually agreed between you and the Commitment Parties and to allocate up to an
aggregate of 10% of the economics in respect of the Credit Facilities to such additional financial
institutions.




     3.
Syndication.



     The Joint Lead Arrangers reserve the right, prior to or after the Closing Date, to syndicate
all or a portion of the Initial Lenders’ commitments hereunder to a group of banks, financial
institutions and other institutional lenders and investors (together with the Initial Lenders, the
"Lenders”) identified by the Joint Lead Arrangers in consultation with you and you agree to use
commercially reasonable efforts to provide the Initial Lenders with a period of 20 consecutive



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business days following the delivery of the Information Memorandum (as defined below) for the
Credit Facilities and prior to the Closing Date to syndicate the Credit Facilities (which period
shall either end prior to December 18, 2010 or commence after January 3, 2011); provided that (a)
we agree not to syndicate our commitments in respect of the Facilities to certain banks, financial
institutions and other institutional lenders and competitors of you, the Company or your respective
subsidiaries that have been specified to us by you in writing at any time prior to the date hereof
(“Disqualified Lenders”) and (b) notwithstanding the Joint Lead Arrangers’ right to syndicate the
Credit Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be
relieved, released or novated from its obligations hereunder (including its obligation to fund the
Senior Secured Facilities and, if applicable, the Bridge Facility on the date of the consummation
of the Acquisition with the proceeds of the initial funding under the Senior Secured Facilities
and, if applicable, the Bridge Facility (the date of such funding, the “Closing Date”)) in
connection with any syndication, assignment or participation of the Credit Facilities, including
its commitments in respect thereof, until after the Closing Date has occurred, (ii) no assignment
or novation shall become effective with respect to all or any portion of any Initial Lender’s
commitments in respect of the Credit Facilities until the initial funding of the Senior Secured
Facilities and, if applicable, the Bridge Facility on the Closing Date (it being understood that to
the extent Notes are issued in lieu of the Bridge Facility or a portion thereof, the amount of the
Bridge Facility shall be correspondingly reduced) and (iii) unless you otherwise agree in writing,
each Initial Lender shall retain exclusive control over all rights and obligations with respect to
its commitments in respect of the Credit Facilities, including all rights with respect to consents,
modifications, supplements, waivers and amendments, until the Closing Date has occurred.




     Without limiting your obligations to assist with syndication efforts as set forth herein, it
is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the
syndication of, or receipt of commitments in respect of, the Credit Facilities and in no event
shall the commencement or successful completion of syndication of the Credit Facilities constitute
a condition to the availability of the Credit Facilities on the Closing Date. The Joint Arrangers
intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as
part of their syndication efforts, it is their intent to have Lenders commit to the Credit
Facilities prior to the Closing Date (subject to the limitations set forth in the preceding
paragraph). Until the earlier of (i) the date upon which a Successful Syndication (as defined in
the Fee Letter referred below) of the Credit Facilities is achieved and (ii) the 90th day following
the Closing Date (the “Syndication Date”), you agree actively to assist the Joint Lead Arrangers in
completing a timely syndication that is reasonably satisfactory to the Joint Lead Arrangers and
you. Such assistance shall include, without limitation, (a) your using commercially reasonable
efforts to ensure that any syndication efforts benefit materially from your and the Company’s
existing lending and investment banking relationships, (b) direct contact between senior
management, representatives and advisors of yours, on the one hand, and the proposed Lenders, on
the other hand, (and your using commercially reasonable efforts to ensure such contact between
senior management of the Company, on the one hand, and the proposed Lenders, on the other hand), in
all such cases at times mutually agreed upon, (c) your assistance (including the use of
commercially reasonable efforts to cause the Company to assist) in the preparation of the
Information Materials and other customary offering and marketing materials to be used in connection
with the syndication (including, without limitation, the MedAssets Model (as defined in Exhibit B))
and in any event, prior to the Closing Date, (d) obtaining, at your expense, at least



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20 business days prior to the Closing Date, ratings for the Credit Facilities and the Notes
from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc.
(“Moody’s”) and a public corporate credit rating and a public corporate family rating in respect of
the Borrower (as defined in Exhibit B) after giving effect to the Transactions from each of S&P and
Moody’s, respectively, (e) the hosting, with the Joint Lead Arrangers, of a reasonable number of
meetings to be mutually agreed upon of prospective Lenders at times and locations to be mutually
agreed upon (and your using commercially reasonable efforts to cause certain officers of the
Company to be available for such meetings) and (f) there being no competing issues, offerings,
placements or arrangements of debt securities or commercial bank or other credit facilities by or
on behalf of you, the Company or any of your or its subsidiaries being offered, placed or arranged
(other than the Credit Facilities, the Notes (or any other debt securities issued to refinance the
Bridge Facility in whole or in part) or any indebtedness of the Company and its subsidiaries
permitted to be incurred pursuant to the Purchase Agreement) without the consent of the Joint Lead
Arrangers, if such issuance, offering, placement or arrangement could reasonably be expected to
impair the primary syndication of the Credit Facilities or the offering of the Notes in any
material respect. Notwithstanding anything to the contrary contained in this Commitment Letter or
the Fee Letter or any other letter agreement or undertaking concerning the financing of the
Transactions to the contrary, the obtaining of the ratings referenced above shall not constitute a
condition to the commitments hereunder or the funding of the Credit Facilities on the Closing Date.




     The Joint Lead Arrangers, in their capacities as such, will manage, in consultation with you,
all aspects of any syndication of the Credit Facilities, including decisions as to the selection of
institutions to be approached and when they will be approached, when their commitments will be
accepted, which institutions will participate (excluding Disqualified Lenders), the allocation of
the commitments among the Lenders and the amount and distribution of fees among the Lenders. To
assist the Joint Lead Arrangers in their syndication efforts, you agree to promptly prepare and
provide (and to use commercially reasonable efforts to cause the Company to provide) to the Joint
Lead Arrangers all customary information with respect to you, the Company and each of your and its
respective subsidiaries and the Transactions, including all financial information and projections
prepared by you (including financial estimates, forecasts and other forward-looking information,
the “Projections”), as the Joint Lead Arrangers may reasonably request in connection with the
structuring, arrangement and syndication of the Credit Facilities.



     You hereby acknowledge that (a) the Joint Lead Arrangers will make available Information (as
defined below), Projections and other offering and marketing material and presentations, including
confidential information memoranda to be used in connection with the syndication of the Credit
Facilities (the “Information Memorandum”) (such Information, Projections, other offering and
marketing material and the Information Memorandum, collectively, with the Term Sheets, the
"Information Materials”) on a customary confidential basis to the proposed syndicate of Lenders by
posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic
means and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to
receive material non-public information (“MNPI”) with respect to you, the Company or its respective
securities and who may be engaged in investment and other market related activities with respect to
you or the Company or your or the Company’s respective securities) (each, a “Public Sider” and each
Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the
contents of the Information



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Materials and each of the Commitment Parties shall be entitled to use and rely upon the
information contained therein without responsibility for independent verification thereof.




     You agree to assist (and to use commercially reasonable efforts to cause the Company to
assist) us in preparing an additional version of the Information Materials to be used in connection
with the syndication of the Credit Facilities that consists exclusively of information of a type
that is publicly available and/or does not include MNPI with respect to you or the Company or any
of your or the Company’s respective subsidiaries for the purpose of United States federal and state
securities laws to be used by Public Siders. The information to be included in the additional
version of the Information Materials will be substantially consistent with the information that
would be included in any offering memorandum for the offering of the Notes and in filings made by
you or the Company with the Securities and Exchange Commission. It is understood that in
connection with your assistance described above, you shall provide us with customary authorization
letters for inclusion in any Information Materials that authorize the distribution thereof to
prospective Lenders, represent that the additional version of the Information Materials does not
include any MNPI and exculpate you, the Company and us with respect to any liability related to the
use of the contents of the Information Materials or related offering and marketing materials by the
recipients thereof. Before distribution of any Information Materials, you agree to identify that
portion of the Information Materials that may be distributed to the Public Siders as “Public
Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on
the first page thereof. By marking Information Materials as “PUBLIC,” you shall be deemed to have
authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as
not containing any MNPI (it being understood that you shall not be under any obligation to mark the
Information Materials “PUBLIC”).



     You acknowledge and agree that the following documents, without limitation, may be distributed
to both Private Siders and Public Siders, unless you advise the Joint Lead Arrangers in writing
(including by email) within a reasonable time prior to their intended distribution that such
materials should only be distributed to Private Siders: (a) administrative materials prepared by
the Joint Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank
allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes
in the Credit Facilities’ terms and conditions, (c) drafts and final versions of the Senior Secured
Facilities Documentation and the Bridge Facility Documentation and (d) publicly filed financial
statements of MedAssets and its subsidiaries. If you advise us in writing (including by email),
within a reasonable period of time prior to dissemination, that any of the foregoing should be
distributed only to Private Siders, then Public Siders will not receive such materials without your
consent.






     4. Information.



     You hereby represent and warrant that, (a) all written information and written data, other
than (i) the Projections and (ii) information of a general economic or industry specific nature
(the “Information”), that has been or will be made available to any Commitment Party directly or
indirectly by you, the Company or by any of your or their respective representatives on your behalf
in connection with the transactions contemplated hereby (which information shall be to the best of
your knowledge to the extent it relates to the Company or its subsidiaries and businesses), when
taken as a whole, is or will be, when furnished, correct in all material respects



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(it being acknowledged that the Company has advised the Commitment Parties of a potential
restatement of the BGI financial statements prior to the Closing Date on the basis described in the
Purchase Agreement) and does not or will not, when furnished, contain any untrue statement of a
fact or omit to state a fact, in each case, necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such statements are
made (giving effect to all supplements and updates provided thereto) and (b) the Projections that
have been or will be made available to any Commitment Party by you, the Company or by any of your
or their respective representatives on your behalf in connection with the transactions contemplated
hereby have been, or will be, prepared in good faith based upon assumptions that are believed by
you to be reasonable at the time prepared and at the time the related Projections are so furnished;
it being understood that the Projections are as to future events and are not to be viewed as facts,
the Projections are subject to significant uncertainties and contingencies, many of which are
beyond your control, that no assurance can be given that any particular Projections will be
realized and that actual results during the period or periods covered by any such Projections may
differ significantly from the projected results and such differences may be material. You agree
that, if at any time from the date hereof until the Syndication Date, you become aware that any of
the representations and warranties in the preceding sentence would be incorrect in any material
respect if the Information and the Projections were being furnished, and such representations were
being made, at such time, then you will promptly supplement the Information and the Projections
such that such representations and warranties are correct in all material respects under those
circumstances following such supplement. In arranging and syndicating the Credit Facilities, the
Commitment Parties (i) will be entitled to use and rely primarily on the Information and the
Projections without responsibility for independent verification thereof and (ii) do not assume
responsibility for the accuracy or completeness of the Information or the Projections.





     5.
Fees.





     As consideration for the commitments of the Initial Lenders hereunder and for the agreement of
the Joint Lead Arrangers to perform the services described herein, you agree to pay (or cause to be
paid) the fees set forth in the Term Sheets and in the Fee Letter dated the date hereof and
delivered herewith with respect to the Credit Facilities (the “Fee Letter”).





     6.
Conditions.



     The commitments of the Initial Lenders hereunder to fund the Credit Facilities on the Closing
Date and the agreements of the Joint Lead Arrangers to perform the services described herein are
subject solely to (a) the conditions set forth in this Section 6, (b) the conditions set forth in
the section entitled “Conditions to All Borrowings” in Exhibits B and C hereto and (c) the
conditions set forth in Exhibit D hereto.



     Notwithstanding anything in this Commitment Letter (including each of the exhibits attached
hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other
undertaking concerning the financing of the Transactions to the contrary, (i) the only
representations relating to you, the Company and your and its respective subsidiaries and their
respective businesses the accuracy of which shall be a condition to the availability of the Credit
Facilities on the Closing Date shall be (A) such of the representations made by the Company



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with respect to the Company and its subsidiaries in the Purchase Agreement as are material to
the interests of the Lenders, but only to the extent that you have the right to terminate your
obligations under the Purchase Agreement as a result of a breach of such representations in the
Purchase Agreement (to such extent, the “Specified Purchase Agreement Representations”) and (B) the
Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation
shall be in a form such that they do not impair the availability of the Credit Facilities on the
Closing Date if the conditions set forth in this Section 6 and the section entitled “Conditions to
All Borrowings” in Exhibits B and C hereto and in Exhibit D hereto are satisfied (it being
understood that, to the extent any security interest in any Collateral (as defined in Exhibit B) is
not or cannot be provided and/or perfected on the Closing Date (other than the pledge and
perfection of the security interests (1) in the equity securities of any domestic subsidiaries of
yours (to the extent required by Exhibit B) and (2) in other assets with respect to which a lien
may be perfected by the filing of a financing statement under the Uniform Commercial Code) after
your use of commercially reasonable efforts to do so, then the provision and/or perfection of a
security interest in such Collateral shall not constitute a condition precedent to the availability
of the Credit Facilities on the Closing Date, but instead shall be required to be delivered after
the Closing Date pursuant to arrangements and timing to be mutually agreed by the Senior
Administrative Agent and the Borrower acting reasonably but in any event no later than 90 days
following the Closing Date (or such later date as may be reasonably agreed between the Senior
Administrative Agent and the Borrower). For purposes hereof, “Specified Representations” means the
representations and warranties of the Borrower and the Guarantors set forth in the Facilities
Documentation relating to corporate existence, power and authority, due authorization, execution
and delivery and enforceability, in each case, related to, the entering into and performance of the
Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions)
of the Borrower and its subsidiaries on a consolidated basis; Federal Reserve margin regulations;
the Investment Company Act; compliance with laws and regulations; no violation of charter
documents; subject to the parenthetical in the immediately preceding sentence and any exclusion in
the Term Sheets, creation, validity, perfection of security interests in the Collateral; and the
status of the Senior Secured Facilities and the guarantees thereof as senior debt. This paragraph,
and the provisions herein, shall be referred to as the “Closing Date Conditions Provision.”




     7.
Indemnity.



     To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and
to proceed with the documentation of the Credit Facilities, you agree (a) to indemnify and hold
harmless each Commitment Party, their respective affiliates and the respective officers, directors,
employees, agents, controlling persons, advisors and other representatives and their successors and
permitted assigns of each of the foregoing (each, an “Indemnified Person”), from and against any
and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented
or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person
may become subject to the extent arising out of, resulting from or in connection with, this
Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions or any related
transaction contemplated hereby, the Credit Facilities or any use of the proceeds thereof or any
claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to
any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such
Indemnified Person is a party thereto, whether or not such



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Proceedings are brought by you, your equity holders, affiliates, creditors or any other third
person, and to reimburse each such Indemnified Person upon demand for any reasonable and documented
or invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons,
taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction
(which may include a single special counsel acting in multiple jurisdictions) for all such
Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of
interest where the Indemnified Person affected by such conflict informs you of such conflict and
thereafter retains its own counsel, of another firm of counsel for such affected Indemnified
Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in
connection with investigating or defending any of the foregoing; provided that the foregoing
indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or
related expenses to the extent that they have resulted from (i) the willful misconduct or gross
negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its
or their respective officers, directors, employees, agents, controlling persons, advisors or other
representatives (as determined by a court of competent jurisdiction in a final and non-appealable
decision) or (ii) a material breach of the obligations of such Indemnified Person or any of such
Indemnified Person’s affiliates under this Commitment Letter, the Term Sheets or the Fee Letter (as
determined by a court of competent jurisdiction in a final and non-appealable decision) and (b)
whether or not the Closing Date occurs, to reimburse each Commitment Party for all reasonable and
documented out-of-pocket expenses that have been invoiced (including but not limited to expenses of
each Commitment Party’s consultants’ fees (to the extent any such consultant has been retained with
your prior written consent (such consent not to be unreasonably withheld or delayed)), syndication
expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the
Commitment Parties identified in the Term Sheets and of a single local counsel to the Commitment
Parties in each appropriate jurisdiction (which may include a single special counsel acting in
multiple jurisdictions) and of such other counsel retained with your prior written consent (such
consent not to be unreasonably withheld or delayed), in each case incurred in connection with the
Transactions, the Credit Facilities and the preparation, negotiation and enforcement of this
Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in
connection therewith (collectively, the “Expenses”); provided, that the aggregate amount of
Expenses that shall be reimbursable by you if the Closing Date does not occur shall in no event
exceed $2,000,000. The foregoing provisions in this paragraph shall be superseded in each case, to
the extent covered thereby, by the applicable provisions contained in the Facilities Documentation
upon execution thereof and thereafter shall have no further force and effect.




     Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall
be liable for any damages arising from the use by others of information or other materials obtained
through internet, electronic, telecommunications or other information transmission systems, except
to the extent that such damages have resulted from the willful misconduct or gross negligence of
such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their
respective officers, directors, employees, agents, advisors or other representatives (as determined
by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of we,
you, the Company or any Indemnified Person shall be liable for any indirect, special, punitive or
consequential damages (including, without limitation, any loss of profits, business or anticipated
savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the
Credit Facilities and the use of proceeds thereunder), or



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with respect to any activities related to the Credit Facilities, including the preparation of
this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing
contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent
set forth in the immediately preceding paragraph.




     You shall not be liable for any settlement of any Proceeding effected without your consent
(which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with
your written consent or if there is a final and non-appealable judgment by a court of competent
jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless
each Indemnified Person from and against any and all losses, claims, damages, liabilities and
expenses by reason of such settlement or judgment in accordance with the other provisions of this
Section 7.



     You shall not, without the prior written consent of any Indemnified Person (which consent
shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending
or threatened proceedings in respect of which indemnity could have been sought hereunder by such
Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified
Person in form and substance reasonably satisfactory to such Indemnified Person from all liability
or claims that are the subject matter of such proceedings and (ii) does not include any statement
as to any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any
Indemnified Person. It is further agreed that the Commitment Parties shall be liable in respect of
their respective Commitments to the Credit Facilities on a several, and not joint, basis.



     Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund and return
any and all amounts paid by you under this Section 7 to such Indemnified Person to the extent such
Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof.





     8.
Confidentiality; Sharing of Information.



     You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents
thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheets, the other
exhibits and attachments hereto and the contents of each thereof, or the activities of any
Commitment Party pursuant hereto or thereto, to any person or entity without prior written approval
of the Joint Lead Arrangers (such approval not to be unreasonably withheld or delayed), except (a)
to your and your subsidiaries’ respective officers, directors, agents, employees, attorneys,
accountants, advisors, controlling persons or equity holders on a confidential and need-to-know
basis, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) pursuant
to the order of any court or administrative agency in any pending legal, judicial or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent
requested or required by governmental and/or regulatory authorities, in each case based on the
reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not
prohibited by applicable law, to inform us promptly thereof prior to disclosure); provided that (i)
you may disclose this Commitment Letter (but not the Fee Letter) and the contents hereof to the
Company, its subsidiaries and their respective officers, directors, agents, employees, attorneys,
accountants, advisors, controlling



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persons or equity holders, on a confidential and need-to-know basis, (ii) you may disclose the
Commitment Letter and its contents (but not the Fee Letter) in any offering memoranda relating to
the Notes, in any syndication or other marketing materials in connection with the Credit Facilities
or in connection with any public filing relating to the Transactions, (iii) you may disclose the
Term Sheets and the contents thereof, to potential Lenders and to rating agencies in connection
with obtaining ratings for the Credit Facilities and the Notes, (iv) you may disclose the aggregate
fee amounts contained in the Fee Letter as part of Projections, pro forma information or a generic
disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the
extent customary or required in offering and marketing materials for the Credit Facilities and/or
the Notes or in any public filing relating to the Transactions and (v) to the extent portions
thereof have been redacted in a manner to be reasonably agreed by us (including the portions
thereof addressing fees payable to the Commitments Parties and/or the Lenders), you may disclose
the Fee Letter and the contents thereof to the Company, its subsidiaries and their respective
officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or
equity holders, on a confidential and need-to-know basis.




     The Commitment Parties and their affiliates will use all confidential information provided to
them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and
the related Transactions solely for the purpose of providing the services which are the subject of
this Commitment Letter and shall treat confidentially all such information and shall not publish,
disclose or otherwise divulge, such information; provided that nothing herein shall prevent the
Commitment Parties and their affiliates from disclosing any such information (a) pursuant to the
order of any court or administrative agency or in any pending legal, judicial or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process based on the
advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or
examination conducted by bank accountants or any governmental bank regulatory authority exercising
examination or regulatory authority), to the extent practicable and not prohibited by applicable
law, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any
regulatory authority having jurisdiction over the Commitment Parties or any of their respective
affiliates (in which case the Commitment Parties agree, to the extent practicable and not
prohibited by applicable law, to inform you promptly thereof prior to disclosure), (c) to the
extent that such information becomes publicly available other than by reason of improper disclosure
by such Commitment Party or any of its affiliates or any related parties thereto in violation of
any confidentiality obligations owing to you, the Company or any of your or its respective
affiliates (including those set forth in this paragraph), (d) to the extent that such information
is received by the Commitment Parties from a third party that is not, to the Commitment Parties’
knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the
Company or any of your or their respective affiliates or related parties, (e) to the extent that
such information is independently developed by the Commitment Parties, (f) to the Commitment
Parties’ affiliates and to its and their respective employees, legal counsel, independent auditors,
professionals and other experts or agents who need to know such information in connection with the
Transactions and who are informed of the confidential nature of such information and are or have
been advised of their obligation to keep information of this type confidential, (g) to potential or
prospective Lenders, participants or assignees and to any direct or indirect contractual
counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in
each case who agree to be bound by the terms of this paragraph (or language substantially similar
to this paragraph) or (h) for purposes of



- 10 -









 




establishing a “due diligence” defense; provided that the disclosure of any such information
to any Lenders or prospective Lenders or participants or prospective participants referred to above
shall be made on a confidential basis (on substantially the terms set forth in this paragraph or as
is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation,
as agreed in any Information Materials or other marketing materials) in accordance with the
standard syndication processes of such Commitment Party or customary market standards for
dissemination of such type of information. The Commitment Parties’ and their affiliates’, if any,
obligations under this paragraph shall terminate automatically and be superseded by the
confidentiality provisions in the definitive documentation relating to the Credit Facilities upon
the initial funding thereunder; provided that if the Closing Date does not occur, this paragraph
shall automatically terminate on the second anniversary hereof.




     You acknowledge that each Commitment Party (or its affiliates) is a full service securities
firm and such person may from time to time effect transactions, for its own or its affiliates’
account or the account of customers, and hold positions in loans, securities or options on loans or
securities of you, the Company, your or their respective affiliates and of other companies that may
be the subject of the transactions contemplated by this Commitment Letter. In addition, none of the
Commitment Parties and none of their respective affiliates will use confidential information
obtained from you or your affiliates or on your or their behalf by virtue of the transactions
contemplated hereby in connection with the performance by the Commitment Parties and their
respective affiliates of services for other companies or other persons and none of the Commitment
Parties or their respective affiliates will furnish any such information to any of their other
customers. You also acknowledge that the Commitment Parties and their respective affiliates have no
obligation to use in connection with the transactions contemplated hereby, or to furnish to you,
confidential information obtained from other companies or other persons.



     You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship
between you and the Commitment Parties is intended to be or has been created in respect of any of
the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment
Parties have advised or are advising you on other matters, (b) the Commitment Parties, on the one
hand, and you, on the other hand, have an arm’s length business relationship that does not directly
or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment
Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the
terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you
have been advised that the Commitment Parties are engaged in a broad range of transactions that may
involve interests that differ from your interests and that the Commitment Parties have no
obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory
or agency relationship, (e) you have consulted your own legal, accounting, regulatory and tax
advisors to the extent you have deemed appropriate, (f) each Commitment Party has been, is, and
will be acting solely as a principal and, except as otherwise expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for you, any of your affiliates or any other person or entity and (g) none of the Commitment
Parties has any obligation to you or your affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein or in any other express writing executed
and delivered by such Commitment Party and the Borrower. You waive, to the fullest extent
permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty
or alleged breach of fiduciary duty and agree that we and our



-11-









 




affiliates shall have no liability (whether direct or indirect) to you in respect of such a
fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of
you, your stockholders, employees or creditors.





     9.
Miscellaneous.



     This Commitment Letter and the commitments hereunder shall not be assignable by any party
hereto without the prior written consent of each other party hereto (such consent not to be
unreasonably withheld or delayed) other than as permitted in connection with syndication as
permitted by Section 3 hereof (and any attempted assignment without such consent shall be null and
void). This Commitment Letter and the commitments hereunder are intended to be solely for the
benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits
upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified
Persons to the extent expressly set forth herein). The Commitment Parties reserve the right to
employ the services of their affiliates or branches in providing services contemplated hereby and
to allocate, in whole or in part, to their affiliates or branches certain fees payable to the
Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may
agree in their sole discretion and, to the extent so employed, such affiliates and branches shall
be entitled to the benefits and protections afforded to, and subject to the provisions governing
the conduct of the Commitment Parties hereunder. This Commitment Letter may not be amended or any
provision hereof waived or modified except by an instrument in writing signed by each of the
Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts,
each of which shall be deemed an original and all of which, when taken together, shall constitute
one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter
by facsimile transmission or other electronic transmission (i.e., a “pdf’ or “tiff’) shall be
effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including
the exhibits hereto), together with the Fee Letter dated the date hereof, (i) are the only
agreements that have been entered into among the parties hereto with respect to the Credit
Facilities and (ii) supersede all prior understandings, whether written or oral, among us with
respect to the Credit Facilities and sets forth the entire understanding of the parties hereto with
respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



     Each of the parties hereto agrees to negotiate in good faith the Facilities Documentation in a
manner consistent with this Commitment Letter and the Fee Letter.



     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF
THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.



     Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and
its property, to the exclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York County, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or



- 12 -









 




the transactions contemplated hereby or thereby, or for recognition or enforcement of any
judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and
determined in such New York State court or, to the extent permitted by law, in such Federal court,
(b) waives, to the fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby in any
New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court and (d) agrees that a final judgment in any such suit, action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
matter provided by law. Each of the parties hereto agrees that service of process, summons, notice
or document by registered mail addressed to you or us at the addresses set forth above shall be
effective service of process for any suit, action or proceeding brought in any such court.




     We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of us and each of the
Lenders may be required to obtain, verify and record information that identifies the Borrower and
the Guarantors, which information may include their names, addresses, tax identification numbers
and other information that will allow each of us and the Lenders to identify the Borrower and the
Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the
requirements of the PATRIOT Act and is effective for each of us and the Lenders.



     The indemnification, compensation (if applicable), reimbursement (if applicable),
jurisdiction, governing law, venue, waiver of jury trial, syndication and confidentiality
provisions contained herein and in the Fee Letter and the provisions of paragraph 8 of this
Commitment Letter shall remain in full force and effect regardless of whether Facilities
Documentation shall be executed and delivered and notwithstanding the termination or expiration of
this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your
obligations under this Commitment Letter (other than your obligations with respect to (a)
assistance to be provided in connection with the syndication thereof (including supplementing
and/or correcting Information and Projections) prior to the Syndication Date and (b)
confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be
superseded by the provisions of the Facilities Documentation upon the initial funding thereunder,
and you shall automatically be released from all liability in connection therewith at such time.
You may terminate this Commitment Letter and/or, on a pro rata basis, the Initial Lenders’
commitments with respect to the Credit Facilities (or portion thereof pro rata across the Credit
Facilities except to the extent that the commitments to make Bridge Loans are terminated in full)
hereunder at any time subject to the provisions of the preceding sentence.



     Section headings used herein are for convenience of reference only and are not to affect the
construction of, or to be taken into consideration in interpreting, this Commitment Letter.



     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the
terms of this Commitment Letter and of the Fee Letter by returning to us, executed counterparts
hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on September 14, 2010.
The Initial Lenders’ respective commitments hereunder will expire at such



- 13 -









 




time in the event that we have not received such executed counterparts in accordance with the
immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and
the Fee Letter, we agree to hold our commitment available for you until the earliest of (i) after
execution of the Purchase Agreement and prior to the consummation of the Transactions, the
termination of the Purchase Agreement in accordance with its terms, (ii) the consummation of the
Acquisition with or without the funding of the Credit Facilities and (iii) 5:00 p.m., New York City
time, on January 14, 2011; provided, that such date shall be extended to February 11, 2011 or April
20, 2011 in the event the Termination Date (as defined in the Purchase Agreement) is extended to
either such date pursuant to the first proviso to Section 8.1(d) of the Purchase Agreement (such
earliest time, the “Expiration Date”). Upon the occurrence of any of the events referred to in the
preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties
hereunder shall automatically terminate unless the Commitment Parties shall, in their discretion,
agree to an extension in writing.




[Remainder of this page intentionally left blank]



- 14 -









 





     We are pleased to have been given the opportunity to assist you in connection with the
financing for the Transactions.



	 	 	 	 	 
	 	Very truly yours,


BARCLAYS BANK PLC

 	 
	 	By  	/s/ John Skrobe
 	 
	 	 	Name:  	Johm Skrobe	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By  	/s/ Dawn L. LeeLum
 	 
	 	 	Name:  	Dawn L. LeeLum	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	J.P. MORGAN SECURITIES LLC

 	 
	 	By  	/s/
Stas Byhovsky	 
	 	 	Name:  	Stas Byhovsky	 
	 	 	Title:  	Executive Director	 
	 



[SIGNATURE PAGE TO COMMITMENT LETTER]




 









 






					
	 	
Accepted and agreed to as of the date first above written:



MEDASSETS, INC

 	 
	 	By  	/s/
Neil Hunn
	 
	 	 	Name:  	Neil Hunn	 
	 	 	Title:  	Executive Vice President and CFO	 
	 




- 











 





EXHIBIT A




Project Barracuda

Transaction Description




     Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in
the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment
Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to
multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be
determined by reference to the context in which it is used.



     MedAssets intends to acquire (the “Acquisition”), directly or indirectly, all of the capital
stock of Broadlane Intermediate Holdings, Inc. (the “Company”) pursuant to the Purchase Agreement
(as defined below).



     In connection with the foregoing, it is intended that:




	a)	 	Pursuant to a stock purchase agreement (together with all exhibits, schedules and disclosure
letters thereto, collectively, the “Purchase Agreement”) to be entered into with the Company
and Broadlane Holdings, LLC (the “Seller”), MedAssets will acquire 100% of the outstanding
capital stock of the Company. Pursuant to the Acquisition, the Seller shall have the right to
receive the consideration for its equity interests in the Company (the “Acquisition
Consideration”) in accordance with the terms of, and subject to adjustment as provided in, the
Purchase Agreement.






	b)	 	MedAssets will obtain up to $750 million in senior secured first-lien loan facilities
described in Exhibit B to the Commitment Letter (the “Senior Secured Facilities).






	c)	 	MedAssets will (i) issue and sell senior unsecured notes (the “Notes”) in a Rule 144A or
other private placement on or prior to the Closing Date yielding up to $360 million in gross
cash proceeds and/or (ii) if and to the extent that less than $360 million in Notes are issued
on or prior to the Closing Date, up to $360 million of senior unsecured increasing rate loans
(the “Bridge Loans”) under a senior unsecured credit facility described in Exhibit C to the
Commitment Letter (the “Bridge Facility” and, together with the Senior Secured Facilities, the
“Credit Facilities”) such that the aggregate face amount of outstanding Notes and the
principal amount of the Bridge Loans does not exceed $360 million.






	d)	 	All the existing third party indebtedness for borrowed money of MedAssets and the Company and
their respective subsidiaries (which shall exclude existing capital leases and letters of
credit and certain other indebtedness in an aggregate amount not to exceed $3 million that the
Initial Lenders and MedAssets reasonably agree may remain outstanding after the Closing Date)
will be refinanced or repaid, all commitments thereunder shall be terminated and all security
interests therefor shall be released (the “Refinancing”).






	e)	 	The proceeds of the Credit Facilities and/or the Notes and cash on hand at MedAssets and the
Company on the Closing Date will be applied (i) to pay the Acquisition




A-2









 






	 	 	Consideration, (ii) to pay the fees and expenses incurred in connection with the
Transactions and (iii) to pay for the Refinancing (the amounts set forth in clauses (i)
through (iii) above, collectively, the “Acquisition Costs”).






	f)	 	MedAssets will have a deferred payment obligation to the Seller pursuant to the Purchase
Agreement (the “Deferred Payment Obligation”) in an initial principal amount (if paid by the
second business day following January 1, 2012 (the “Deferred Payment Date”)) of up to $125.0
million (subject to reduction as provided in the Purchase Agreement) (the “Deferred Payment
Amount”). In the event the Deferred Payment Amount due is not paid on or prior to the
Deferred Payment Date, and the Seller does not elect to exchange its rights to the Deferred
Payment Obligation for common equity of MedAssets in accordance with the Purchase Agreement,
the Deferred Payment Amount shall automatically be converted to a subordinated note (the
“Deferred Payment Subordinated Note”) which Deferred Payment Subordinated Note shall (i) not
mature earlier than 8 years and 6 months after the Closing Date, (ii) contain no financial
maintenance covenants and contain negative covenants that are not more restrictive than those
set forth in the Notes or the Exchange Notes (as defined in Exhibit C), as applicable, and
otherwise contain terms and conditions, including, without limitation, covenants and
transferability provisions, substantially identical to the Notes or the Exchange Notes, as
applicable, and which shall be guaranteed by the Guarantors (as defined in Exhibit B) subject
to equivalent subordination provisions to those set forth below, (iii) provide for no
amortization or mandatory prepayments except to the extent such payments are permitted by the
Senior Secured Facilities (as contemplated by Exhibit B) and the Bridge Facility, the Notes or
Exchange Notes, as applicable, (iv) provide for no required cash interest payments in excess
of 13% per annum (the “Deferred Payment Cash Cap”) of the principal amount thereof, (v)
provide for total interest payments not to exceed 18% per annum (the “Total Deferred Payment
Cap”) with MedAssets having the right to pay any amount of interest in excess of the Deferred
Payment Cash Cap through an increase in the principal amount of the Deferred Payment
Subordinated Note and (vi) provide for the subordination of all amounts owing (including
principal, interest and other amounts) to all Senior Indebtedness (which shall be defined in a
customary manner and, in any event, shall include the Senior Secured Facilities, the Bridge
Loans, the Exchange Notes and the Notes) and Designated Senior Indebtedness (which shall be
defined in a customary manner and include all obligations under the Senior Secured Facilities)
on terms customary for recent 144A offerings of senior subordinated notes placed by the
Arrangers; provided that such subordination terms shall not prevent the payment of any
interest of up to the Total Deferred Payment Cap in excess of the Deferred Payment Cash Cap
solely through the increase in the principal amount of the Deferred Payment Subordinated Note
or the exercise of rights of set-off, indemnification or purchase price adjustment provided
for in the Purchase Agreement.




The transactions described above (including the payment of Acquisition Costs) are collectively
referred to herein as the “Transactions.”





 









 





EXHIBIT B




Project Barracuda

Senior Secured Credit Facilities

Summary of Principal Terms and Conditions1




	 	 	 

	Borrower:

	 	MedAssets, Inc., a Delaware corporation (“MedAssets”).
	 
	 	 
	Transaction:

	 	As set forth in Exhibit A to the Commitment Letter.
	 
	 	 
	Administrative Agent and
Collateral Agent:

	 	Barclays Bank will act as sole administrative agent
and collateral agent (in such capacities, the
“Administrative Agent”) for a syndicate of banks,
financial institutions and other entities (excluding
any Disqualified Lender) (together with the Initial
Senior Lenders, the “Lenders”), and will perform the
duties customarily associated with such roles.
	 
	 	 
	Joint Lead Arrangers:

	 	Barclays Capital and J.P. Morgan will act as joint
lead arrangers (the “Lead Arrangers”) for the Senior
Secured Facilities and each will perform the duties
customarily associated with such roles.
	 
	 	 
	Senior Secured Facilities:

	 	(A) A senior secured first-lien term A loan facility
(the “Term A Facility”) in an aggregate principal
amount of $150.0 million (the loans thereunder, the
“Term A Loans”); provided that in the event the
Borrower’s corporate credit ratings are less than
Ba3(stable) from Moody’s and BB-(stable) from S&P on
the Closing Date, the Term A Loans will be eliminated
and the amount of the Term B Facility (as defined
below) will be increased by $150.0 million.

	 
	 	 
	 

	 	(B) A senior secured first-lien term B loan facility
(the “Term B Facility” and together with the Term A
Facility, the “Term Facilities”) in an aggregate
principal amount of $450.0 million, subject to
increase as provided above (the loans thereunder, the
“Term B Loans” and together with the Term A Loans,
the “Term Loans”).









 




			
	1	 	All capitalized terms used but not defined
herein shall have the meaning given them in the Commitment Letter to which this
Term Sheet is attached, including Exhibit A thereto.




B-1









 










	 	 	 

	 

	 	(C) A senior secured first-lien revolving credit
facility (the “Revolving Facility” and, together with
the Term Facilities, the “Senior Secured Facilities”)
in an aggregate principal amount of $150.0 million.
Lenders with commitments under the Revolving Facility
are collectively referred to as “Revolving Lenders”
and the loans thereunder, together with (unless the
context otherwise requires) the swingline borrowings
referred to below, are collectively referred to as
“Revolving Loans”; and together with the Term Loans,
the “Loans.”

	 
	 	 
	Swingline Loans:

	 	In connection with the Revolving Facility, Barclays
Bank (in such capacity, the “Swingline Lender”) will
make available to the Borrower a swingline facility
under which the Borrower may make short-term
borrowings upon same-day notice (in minimum amounts
to be mutually agreed upon and integral multiples to
be agreed upon) of up to $25 million. Except for
purposes of calculating the commitment fee described
below, any such swingline borrowings will reduce
availability under the Revolving Facility on a
dollar-for-dollar basis.
	 
	 	 
	 

	 	Upon notice from the Swingline Lender, the Revolving
Lenders will be unconditionally obligated to purchase
participations in any swingline loan pro rata based
upon their commitments under the Revolving Facility.
	 
	 	 
	 

	 	If any Lender becomes a “defaulting Lender,” then the
swingline exposure of such defaulting Lender will
automatically be reallocated among the non-defaulting
Lenders pro rata in accordance with their commitments
under the Revolving Facility up to an amount such
that the revolving credit exposure of such
non-defaulting Lender does not exceed its
commitments. In the event such reallocation does not
fully cover the exposure of such defaulting Lender,
the Swingline Lender may require the Borrower to
repay such “uncovered” exposure in respect of the
swingline loans and will have no obligation to make
new swingline loans to the extent such swingline
loans would cause the exposure of the non-defaulting
Lenders to exceed the commitments of the
non-defaulting Lenders if such swingline loan was
fully allocated to non-defaulting Lenders.
	 
	 	 
	Incremental Facilities:

	 	The Senior Secured Facilities will permit the
Borrower to add one or more incremental term loan
facilities to the






B-2









 






	 	 	 

	 

	 	Senior Secured Facilities (each, an
“Incremental Term Facility”) and/or increase
commitments under the Revolving Facility (any such
increase, an “Incremental Revolving Increase”) and/or
add one or more incremental revolving credit facility
tranches (each, an “Incremental Revolving Facility”;
the Incremental Term Facilities, the Incremental
Revolving Increases and the Incremental Revolving
Facilities are collectively referred to as
“Incremental Facilities”) in an aggregate amount of
up to $200 million; provided that (i) no existing
Lender will be required to participate in any such
Incremental Facility without its consent, (ii) no
event of default under the Senior Secured Facilities
would exist after giving effect thereto, (iii) on a
pro forma basis after giving effect to the incurrence
of any such Incremental Facility (and after giving
effect to any acquisition consummated simultaneously
therewith and all other appropriate pro forma
adjustment events and assuming any Incremental
Revolving Facility was fully drawn), the Borrower (x)
is in compliance with the financial maintenance
covenants in the Senior Secured Facilities
Documentation (as defined below) and (y) has a
Secured Leverage Ratio (to be defined) that is not
greater than 3.5 to 1.0, in each case, recomputed as
of the last day of the most recently ended fiscal
quarter of the Borrower for which financial
statements are available, (iv) the maturity date of
any such Incremental Term Facility shall be no
earlier than the maturity date of the Term B Facility
and the weighted average life of such Incremental
Term Facility shall be not shorter than the then
remaining weighted average life of the Term B
Facility and no portion of any Incremental Revolving
Facility shall mature prior to the Revolving
Facility, (v) in the case of an Incremental Revolving
Increase, the maturity date of such Incremental
Revolving Increase shall be the same as the maturity
date of the Revolving Facility, such Incremental
Revolving Increase shall require no scheduled
amortization or mandatory commitment reduction prior
to the final maturity of the Revolving Facility and
the Incremental Revolving Increase shall be on the
exact same terms and pursuant to the exact same
documentation applicable to the Revolving Facility,
(vi) the interest rate margins and (subject to clause
(iv)) amortization schedule applicable to any
Incremental Facility shall be determined by the
Borrower and the lenders thereunder; provided that to
the extent (a) the yield (to be defined to include
all upfront fees and






B-3









 






	 	 	 

	 

	 	OID) on any Incremental
Revolving Facility exceeds the yield on the Revolving
Facility by more than 50 basis points, then the
interest margins for the Revolving Facility, shall be
increased to the extent required so that the yield
for the Revolving Facility shall be 50 basis points
less than the yield for such Incremental Facility and
(b) the average annual amortization on any
Incremental Term Facility (prior to the final year of
maturity of such Incremental Term Facility) (i) is
less than 5% per annum and the yield (to be defined
to include all upfront fees and OID) on such
Incremental Term Facility exceeds the yield on the
Term B Facility by more than 50 basis points, then
the interest margins for the Term B Facility shall be
increased to the extent required so that the yield
for the Term B Facility shall be 50 basis points less
than the yield for such Incremental Facility and (ii)
is 5% or more per annum and the yield (to be defined
to include all upfront fees and OID) on such
Incremental Term Facility exceeds the yield on the
Term A Facility by more than 50 basis points, then
the interest margins for the Term A Facility, shall
be increased to the extent required so that the yield
for the Term A Facility shall be 50 basis points less
than the yield for such Incremental Facility, and
(vii) any Incremental Facility shall be on terms and
pursuant to documentation to be determined; provided
that, to the extent such terms and documentation are
not consistent with the Term Facilities (except to
the extent permitted by clause (iv), (v) and (vi)
above), they shall be reasonably satisfactory to the
Administrative Agent.
	 
	 	 
	 

	 	The Borrower may seek commitments in respect of the
Incremental Facilities from existing Lenders (each of
which shall be entitled to agree or decline to
participate in its sole discretion) and additional
banks, financial institutions and other institutional
lenders or investors who will become Lenders in
connection therewith (“Additional Lenders”); provided
that the Administrative Agent, the Swingline Lender
and the Issuing Bank (as defined below) shall have
consent rights (not to be unreasonably withheld) with
respect to such Additional Lender, if such consent
would be required under the heading “Assignments and
Participations” for an assignment of loans or
commitments, as applicable, to such Additional
Lender).
	 
	 	 
	Refinancing Facilities:

	 	The Senior Secured Facilities Documentation will
permit the Borrower to refinance loans under the Term
Facilities






B-4









 






	 	 	 

	 

	 	or commitments under the Revolving
Facility from time to time, in whole or part, with
one or more new term facilities (each, a “Refinancing
Term Facility”) or new revolving credit facility
(each, a “Refinancing Revolving Facility”; the
Refinancing Term Facilities and the Refinancing
Revolving Facilities are collectively referred to as
“Refinancing Facilities”), respectively, under the
Facilities Documentation with the consent of the
Borrower, the Administrative Agent (and in the case
of any Refinancing Revolving Facility, the Swingline
Lender and the Issuing Lender) and the institutions
providing such Refinancing Term Facility or
Refinancing Revolving Facility or with one or more
additional series of senior unsecured notes or senior
secured notes that will be secured by the Collateral
on a pari passu basis with the Senior Secured
Facilities or second lien secured notes that will be
secured on a “silent” subordinated basis to the
Senior Secured Facilities and to the obligations
under any senior secured notes, which will be subject
to customary intercreditor arrangements (any such
notes, “Refinancing Notes”); provided that (i) any
Refinancing Term Facility or Refinancing Notes do not
mature prior to the maturity date of, or have a
shorter weighted average life than, loans under the
Term B Facility being refinanced, (ii) any
Refinancing Revolving Facility does not mature prior
to the maturity date of the revolving commitments
being refinanced and (iii) the other terms and
conditions of such Refinancing Term Facility,
Refinancing Revolving Facility or Refinancing Notes
(excluding pricing and optional prepayment or
redemption terms) are substantially identical to, or
less favorable to the investors providing such
Refinancing Term Facility, Refinancing Revolving
Facility or Refinancing Notes, as applicable, than,
those applicable to the Term Facilities or Revolving
Facility being refinanced (except for covenants or
other provisions applicable only to periods after the
latest final maturity date of the Term B Facility and
revolving credit commitments existing at the time of
such refinancing).
	 
	 	 
	Purpose:

	 	 (A) The proceeds of borrowings under the Term
Facilities will be used by the Borrower on the
Closing Date, together with the proceeds from the
issuance of the Notes and/or incurrence of the Bridge
Loans, the proceeds from borrowings under the
Revolving Facility and cash on hand at the Company,
solely to pay the Acquisition Costs.







B-5









 






	 	 	 

	 

	 	(B) The letters of credit and proceeds of Revolving
Loans (except as set forth below) will be used by the
Borrower and its subsidiaries for working capital and
other general corporate purposes, including the
financing of permitted acquisitions, and to finance a
portion of the Acquisition Costs (including to make
payments in respect of the Deferred Payment
Obligation and/or the Deferred Payment Subordinated
Note to the extent contemplated below).

	 
	 	 
	Availability:

	 	 (A) The Term Facilities will be available in a single
drawing on the Closing Date. Amounts borrowed under
the Term Facilities that are repaid or prepaid may
not be reborrowed.

	 
	 	 
	 

	 	(B) The Revolving Facility (exclusive of letter of
credit usage) will be made available on the Closing
Date to finance a portion of the Acquisition Costs,
which portion shall be limited on the Closing Date to
an amount sufficient to fund any OID or upfront fees
required to be funded on the Closing Date pursuant to
the “flex” provisions of the Fee Letter.
Additionally, letters of credit in an amount to be
mutually agreed upon may be issued on the Closing
Date in order to, among other things, backstop or
replace letters of credit outstanding on the Closing
Date under facilities no longer available to
MedAssets or the Company or their respective
subsidiaries as of the Closing Date. Otherwise,
letters of credit and Revolving Loans will be
available after the Closing Date at any time prior to
the final maturity of the Revolving Facility, in
minimum principal amounts to be mutually agreed upon.
Amounts repaid under the Revolving Facility may be
reborrowed. Notwithstanding anything to the contrary
in this Exhibit B, in no event shall any extension of
credit be made under the Revolving Facility prior to
the second business day following January 1, 2012 if,
after giving effect thereto and to the application of
proceeds therefrom, the amount of the undrawn
commitments under the Revolving Facility plus
unrestricted cash of the Borrower and its restricted
subsidiaries would be less than the maximum potential
amount of the Deferred Payment Obligation at such
time (the “Minimum Liquidity Condition”).







B-6









 






	 	 	 

	Interest Rates and Fees:

	 	As set forth on Annex I to the Fee Letter.
	 
	 	 
	Default Rate:

	 	With respect to overdue principal, the applicable
interest rate plus, 2.00% per annum, and with respect
to any other overdue amount (including overdue
interest), the interest rate applicable to ABR loans
(as defined in Annex I) plus 2.00% per annum and in
each case, shall be payable on demand.
	 
	 	 
	Letters of Credit:

	 	Up to $25 million of the Revolving Facility will be
available to the Borrower for the purpose of issuing
letters of credit. Letters of credit under the
Revolving Facility will be issued by Barclays Bank
and/or other Lenders (or designated affiliates of
Barclays Bank or such other Lenders) reasonably
acceptable to the Borrower and the Administrative
Agent (each an “Issuing Bank”). Each letter of
credit shall expire not later than the earlier of (a)
12 months after its date of issuance and (b) the
fifth business day prior to the final maturity of the
Revolving Facility; provided that any letter of
credit may provide for renewal thereof for additional
periods of up to 12 months (which in no event shall
extend beyond the date referred to in clause (b)
above). The face amount of any outstanding letter of
credit (and, without duplication, any unpaid drawing
in respect thereof) will reduce availability under
the Revolving Facility on a dollar-for dollar basis.
	 
	 	 
	 

	 	Drawings under any letter of credit shall be
reimbursed by the Borrower (whether with its own
funds or with the proceeds of loans under the
Revolving Facility) within one business day after
notice of such drawing is received by the Borrower
from the relevant Issuing Bank. The Revolving
Lenders will be irrevocably and unconditionally
obligated to acquire participations in each letter of
credit, pro rata in accordance with their commitments
under the Revolving Facility, and to fund such
participations in the event the Borrower does not
reimburse an Issuing Bank for drawings within the
time period specified above.
	 
	 	 
	 

	 	If any Lender becomes a “defaulting Lender,” then the
letter of credit exposure of such defaulting Lender
will automatically be reallocated among the
non-defaulting Lenders pro rata in accordance with
their commitments under the Revolving Facility up to
an amount such that the






B-7









 






	 	 	 

	 

	 	revolving credit exposure of
such non-defaulting Lender does not exceed its
commitments. In the event that such reallocation
does not fully cover the exposure of such defaulting
Lender, the applicable Issuing Bank may require the
Borrower to cash collateralize such “uncovered”
exposure in respect of each outstanding letter of
credit and will have no obligation to issue new
letters of credit, or to extend, renew or amend
existing letters of credit to the extent necessary
that the exposure of the non-defaulting Lenders does
not exceed the revolving commitments of the
non-defaulting Lenders (if such participations were
fully allocated to the non-defaulting Lenders),
unless such “uncovered” exposure is cash
collateralized to the Issuing Bank’s reasonable
satisfaction.
	 
	 	 
	Final Maturity
and Amortization:

	 	(A) Term A Facility.
	 
	 	 
	 

	 	The Term A Loans will mature on the date that is five
years after the Closing Date and will amortize in
quarter installments prior to such time resulting in
aggregate annual amortization (expressed as a
percentage of the original principal amount of Term A
Loans borrowed) as set forth below:
	 
	 	 
	 

	 	Year 1: 2.5%
	 
	 	 
	 

	 	Year 2: 15.0%
	 
	 	 
	 

	 	Year 3: 20.0%
	 
	 	 
	 

	 	Year 4: 20.0%
	 
	 	 
	 

	 	Year 5: 42.5%
	 
	 	 
	 

	 	; provided that the Senior Secured Facilities
Documentation shall provide the right for individual
Lenders to agree to extend the maturity date of the
outstanding Term A Loans upon the request of the
Borrower and without the consent of any other Lender
on terms to be agreed.
	 
	 	 
	 

	 	(B) Term B Facility.
	 
	 	 
	 

	 	The Term B Loans will mature on the date that is six
years after the Closing Date and will amortize in
equal quarterly installments in aggregate annual
amounts equal to 1% of the original principal amount
of the Term B Facility, with the balance payable on
the sixth anniversary of the Closing Date; provided
that the Senior Secured Facilities Documentation
shall provide the right for individual Lenders to
agree to extend the maturity date of the







B-8











 





	 	 	 

	 

	 	outstanding Term B Loans upon the request of the
Borrower and without the consent of any other Lender on
terms to be agreed.
	 
	 	 
	 

	 	(C) Revolving Facility

	 
	 	 
	 

	 	The Revolving Facility will mature, and lending
commitments thereunder will terminate, on the date
that is five years after the Closing Date; provided
that the Senior Secured Facilities Documentation
shall provide the right of individual Lenders to
agree to extend the maturity of such Lender’s
Revolving Commitments (which may include an increase
in the interest rate and undrawn fees payable with
respect to such extended Revolving Commitments) upon
the request of the Borrower and without the consent
of any other Lender.
	 
	 	 
	Guarantees:

	 	Subject to the Closing Date Conditions Provision, all
obligations of the Borrower (the “Borrower
Obligations”) under the Senior Secured Facilities and
under any interest rate protection or other swap or
hedging arrangements or cash management arrangements
entered into with a Lender, the Administrative Agent
or any affiliate of a Lender or the Administrative
Agent (“Hedging/Cash Management Arrangements”) will
be unconditionally guaranteed jointly and severally
on a senior secured first-lien basis (the
“Guarantees”) by each existing and subsequently
acquired or organized direct or indirect wholly-owned
restricted subsidiary of the Borrower (the
“Guarantors”), provided that Guarantors shall not
include, (a) unrestricted subsidiaries, (b)
immaterial subsidiaries (to be defined in a mutually
acceptable manner as to individual and aggregate
revenues or assets excluded), (c) any subsidiary that
is prohibited by applicable law, rule or regulation
from guaranteeing the Senior Secured Facilities or
which would require governmental (including
regulatory) consent, approval, license or
authorization to provide a Guarantee unless such
consent, approval, license or authorization has been
received or which would result in adverse tax
consequence to the Borrower or one of its
subsidiaries as a result of the operation of Section
956 of the IRS Code and (d) not-for-profit
subsidiaries, if any.
	 
	 	 
	 

	 	Notwithstanding the foregoing, subsidiaries may be
excluded from the guarantee requirements in
circumstances where the Borrower and the
Administrative






B-9









 






	 	 	 

	 

	 	Agent reasonably agree that the cost
of providing such a guarantee is excessive in
relation to the value afforded thereby.
	 
	 	 
	Security:

	 	Subject to the limitations set forth below in this
section and subject to the Closing Date Conditions
Provision, the Borrower Obligations, the Guarantees
and the Hedging/Cash Management Arrangements will be
secured by: (a) a perfected pledge of the equity
securities of each direct wholly-owned restricted
subsidiary of the Borrower and of each subsidiary
Guarantor (limited in the case of foreign
subsidiaries to 65% of the equity securities of such
subsidiaries) and (b) perfected, security
interests in, and mortgages on, substantially all
tangible and intangible personal property and
material fee-owned real property of the Borrower and
each subsidiary Guarantor (including but not limited
to accounts receivable, inventory, equipment, general
intangibles (including contract rights), investment
property, intellectual property, material fee-owned
real property, material intercompany notes and
proceeds of the foregoing) (the items described in
clauses (a) and (b) above, but excluding the Excluded
Assets (as defined below), collectively, the
“Collateral”).
	 
	 	 
	 

	 	Notwithstanding anything to the contrary, the
Collateral shall exclude the following: (i) any
fee-owned real property with a fair market value of
less than an amount to be agreed and all leasehold
interests (including requirements to deliver landlord
lien waivers, estoppels and collateral access
letters), (ii) motor vehicles and other assets
subject to certificates of title, letter of credit
rights (except to the extent perfection can be
obtained by filing of uniform commercial code
financing statements) and commercial tort claims with
a value of less than an amount to be agreed, (iii)
pledges and security interests prohibited by
applicable law, rule or regulation; (iv) equity
interests in any person other than wholly owned
restricted subsidiaries to the extent not permitted
by the terms of such subsidiary’s organizational or
joint venture documents; (v) assets to the extent a
security interest in such assets would result in
adverse tax consequences (including as a result of
the operation of Section 956 of the IRS Code) (it
being understood that the Lenders shall not require
the Borrower or any of its subsidiaries to enter into
any security agreements or pledge agreements governed
under foreign law); (vi) any lease, license or other
agreement or any property subject to a purchase






B-10









 






	 	 	 

	 

	 	money security interest or similar arrangement to the
extent that a grant of a security interest therein
would violate or invalidate such lease, license or
agreement or purchase money arrangement or create a
right of termination in favor of any other party
thereto (other than the Borrower or a Guarantor)
after giving effect to the applicable anti-assignment
provisions of the Uniform Commercial Code, other than
proceeds and receivables thereof, the assignment of
which is expressly deemed effective under the Uniform
Commercial Code notwithstanding such prohibition and
(vii) those assets as to which the Administrative
Agent and the Borrower reasonably agree that the cost
of obtaining such a security interest or perfection
thereof are excessive in relation to the benefit to
the Lenders of the security to be afforded thereby
(the foregoing described in clauses (i), (ii), (iii),
(iv), (v), (vi) and (vii) are, collectively, the
“Excluded Assets”). In addition, in no event shall
control agreements or control or similar arrangements
be required with respect to deposit or securities
accounts.
	 
	 	 
	 

	 	All the above-described pledges, security interests
and mortgages shall be created on terms to be set
forth in the Senior Secured Facilities Documentation;
and none of the Collateral shall be subject to other
pledges, security interests or mortgages (except
permitted liens) and other, exceptions and baskets to
be set forth in the Senior Secured Facilities
Documentation.
	 
	 	 
	Mandatory Prepayments:

	 	Loans under the Term Facilities shall be prepaid with:
	 
	 	 
	 

	 	(A) commencing with the first full fiscal year of the
Borrower to occur after the Closing Date, 50% of
Excess Cash Flow (to be defined in a manner
reasonably acceptable to you and the Initial Senior
Lenders but to include a deduction for permitted
payments of the Deferred Payment Obligation from
internally generated cash flow prior to the second
business day after January 1, 2012), with step-downs
to 25% upon achievement of a ratio of Consolidated
Total Debt to Consolidated EBITDA (the, “Total
Leverage Ratio”) equal or less than a level to be
agreed upon and to 0% upon achievement of a Total
Leverage Ratio equal or less than a level to be
agreed upon; provided that, in any fiscal year, any
voluntary prepayments of loans under the
Term Facilities and loans under the







B-11









 






	 	 	 

	 

	 	Revolving Facility to
the extent commitments thereunder are permanently
reduced by the amount of such prepayments, other than
prepayments funded with the proceeds of incurrences
of indebtedness, shall be credited against excess
cash flow prepayment obligations on a
dollar-for-dollar basis for such fiscal year;

	 
	 	 
	 

	 	(B) 100% of the net cash proceeds of all non-ordinary
course asset sales or other dispositions of property
by the Borrower and its restricted subsidiaries
(including (x) insurance and condemnation proceeds
and sale leaseback proceeds and (y) to the extent not
actually applied to repay amounts outstanding under
the Bridge Facility, the net cash proceeds received
after the Closing Date from any disposition of assets
required to be undertaken pursuant to Section 6.4 of
the Purchase Agreement (a “Required Divestiture”))
subject, except in the case of proceeds of a Required
Divestiture, to the right of the Borrower to reinvest
100% of such proceeds within 12 months and, if so
committed to be reinvested, so long as such
reinvestment is actually completed within 180 days
thereafter, and other exceptions to be set forth in
the Senior Secured Facilities Documentation; and

	 
	 	 
	 

	 	(C) 100% of the net cash proceeds of issuances of
debt obligations of the Borrower and its restricted
subsidiaries after the Closing Date (other than debt
permitted under the Senior Secured Facilities
Documentation).

	 
	 	 
	 

	 	Mandatory prepayments shall be applied, without
premium or penalty, subject to reimbursement of the
Lenders’ redeployment costs in the case of a
prepayment of Adjusted LIBOR borrowings other than on
the last day of the relevant interest period, on a
pro rata basis to the Term A Facility and the Term B
Facility and to the scheduled installments of
principal under each such facility in direct order of
maturity.
	 
	 	 
	 

	 	Any Lender may elect not to accept its pro rata
portion of any mandatory prepayment (each a
“Declining Lender”). Any prepayment amount declined
by a Declining Lender, may be retained by the
Borrower.






B-12









 






	 	 	 

	 

	 	The loans under the Revolving Facility shall be
prepaid and the letters of credit cash collateralized
to the extent such extensions of credit exceed the
amount of the commitments under the Revolving
Facility.
	 
	 	 
	Voluntary Prepayments and
Reductions in Commitments:

	 	Voluntary reductions of the unutilized portion of the
Revolving Facility commitments and voluntary
prepayments of borrowings under the Senior Secured
Facilities will be permitted at any time, in minimum
principal amounts to be mutually agreed upon, without
premium or penalty, subject to reimbursement of the
Lenders’ redeployment costs in the case of a
prepayment of Adjusted LIBOR borrowings other than on
the last day of the relevant interest period.
Notwithstanding the foregoing, in no event shall any
optional reduction in the amount of commitments under
the Revolving Facility be permitted prior to the
second business day following January 1, 2012 unless
after giving effect thereto the Minimum Liquidity
Condition would be satisfied.
	 
	 	 
	 

	 	All voluntary prepayments of the Term A Facility,
Term B Facility and any Incremental Term Facility
will be applied to the remaining amortization
payments under such facility, in any case, as
directed by the Borrower (and absent such direction,
in direct order of maturity thereof); provided that
the Term B Facility may not be prepaid on a greater
amount than pro rata basis with the Term A Facility.
	 
	 	 
	Call Premium:

	 	In the event all or any portion of the Term B
Facility is repaid, repriced or effectively
refinanced through any amendment of the Term B
Facility which results in reduction in the weighted
average yield prior to the first anniversary of the
Closing Date (other than in connection with a
refinancing in full of the Senior Secured Facilities
in connection with a “change of control”), such
repayments (or repricings or effective refinancings)
will be made at (i) 101.0% of the principal amount
repaid (or repriced or effectively refinanced) if
such repayment (or repricing or effective
refinancing) occurs on or prior to the first
anniversary of the Closing Date and (ii) at par
thereafter.
	 
	 	 
	Documentation:

	 	The definitive documentation for the Senior Secured
Facilities (the “Senior Secured Facilities
Documentation”) will contain only those conditions to
borrowing, representations, warranties, covenants and







B-13











 





	 	 	 

	 

	 	events of default expressly set
forth in this Term Sheet, together with
other customary loan document provisions
and other terms and provisions to be
mutually agreed upon (it being understood
and agreed that only the terms expressly
set forth herein are being committed to),
the definitive terms of which will be
negotiated in good faith (including as to
operational requirements of the Borrower
and its subsidiaries in light of their
industries, businesses and business
practices and current market conditions),
and shall be consistent with this Term
Sheet.
	 
	 	 
	Representations and Warranties:

	 	
Limited to the following (to be
applicable to the Borrower and its
restricted subsidiaries only):
	 

	 	organizational status and good standing;
power and authority, execution, delivery
and enforceability of Senior Secured
Facilities Documentation; with respect to
Senior Secured Facilities Documentation,
no violation of, or conflict with, law,
organizational documents or agreements;
compliance with law; litigation; margin
regulations; material governmental
approvals with respect to the Senior
Secured Facilities; Investment Company
Act; accurate and complete disclosure;
accuracy of historical financial
statements (including pro forma financial
statements based on historical balance
sheets), no material adverse change;
taxes; ERISA; subsidiaries; intellectual
property; insurance; environmental laws;
use of proceeds; ownership of properties;
creation, perfection and priority of
liens and other security interests;
consolidated Closing Date solvency of the
Borrower and its subsidiaries; and status
of the Senior Secured Facilities as
senior debt and designated senior debt,
subject, in the case of each of the
foregoing representations and warranties,
to customary qualifications and
limitations for materiality to be
provided in the Senior Secured Facilities
Documentation.
	 
	 	 
	Conditions to Initial Borrowing:

	 	
The availability of the initial borrowing
and other extensions of credit under the
Senior Secured Facilities on the Closing
Date will be subject solely to the
applicable conditions set forth in
Section 6 of the Commitment Letter, the
“Conditions to All Borrowings” section
below and in Exhibit D to the Commitment
Letter.
	 
	 	 
	Conditions to All Borrowings:

	 	
The making of each extension of credit
under the Senior Secured Facilities shall
be conditioned upon (a) delivery of a
customary borrowing notice, (b) the
accuracy of representations and
warranties in all material respects
(subject, on the Closing Date, to the
Closing Date






B-14









 






	 	 	 

	 

	 	Conditions Provision) and
(c) after the Closing Date, the absence
of defaults or events of default at the
time of, or after giving effect to the
making of, such extension of credit.
	 
	 	 
	Affirmative Covenants:

	 	Limited to the following (to be
applicable to the Borrower and its
restricted subsidiaries only): delivery
of annual and quarterly financial
statements (accompanied by an unqualified
audit opinion in the case of annual
financial statements), annual budget
reports (with delivery time periods to be
consistent with the delivery requirements
for the audited financial statements),
accountants’ letters, officers
certificates and other information
reasonably requested by the
Administrative Agent; notices of
defaults, litigation and ERISA events;
inspections (subject to frequency (so
long as there is no ongoing event of
default) and cost reimbursement
limitations); maintenance of property
(subject to casualty, condemnation and
normal wear and tear) and customary
insurance; maintenance of existence and
corporate franchises; rights and
privileges; maintenance and inspection of
books and records; payment of taxes and
similar claims; compliance with laws and
regulations (including ERISA,
environmental and PATRIOT Act);
additional Guarantors and Collateral
(subject to limitations set forth above
in “Security”); use of proceeds; changes
in lines of business; commercially
reasonable efforts to maintain public
corporate credit/family ratings of
Borrower and ratings of the Senior
Secured Facilities from Moody’s and S&P
(but not to maintain a specific rating);
obtaining interest rate protection with
respect to the Term Facilities on terms
reasonably satisfactory to the
Administrative Agent to the extent
necessary to ensure that at least 50% of
the Borrower’s consolidated indebtedness
effectively bears interest at a fixed
rate for a period of three years from the
Closing Date; and further assurances on
collateral matters, subject, in the case
of each of the foregoing covenants, to
exceptions and qualifications to be
provided in the Senior Secured Facilities
Documentation.
	 
	 	 
	Negative Covenants:

	 	Limited to the following (to be
applicable to the Borrower and its
restricted subsidiaries) limitations on:
	 
	 	 
	 

	 	a) the incurrence of debt (which shall
permit, among other things, the
incurrence and/or existence of
indebtedness under (i) the Senior Secured
Facilities (including Incremental
Facilities), (ii)







B-15









 






	 	 	 

	 

	 	non-speculative hedging
arrangements entered into in the ordinary
course of business, (iii) the Notes
and/or the Bridge Facility, (iv) certain
indebtedness existing on the Closing Date
(including the Deferred Payment
Obligation and the Deferred Payment
Subordinated Note), (v) secured or
unsecured notes to be issued in lieu of
the Incremental Facilities so long as the
Borrower is in pro forma compliance with
the financial maintenance covenants after
giving pro forma effect to the issuance
of such notes and has a Secured Leverage
Ratio of less than 3.5 to 1.0
and (v) Refinancing Facilities
and/or Refinancing Notes);

	 
	 	 
	 

	 	b) liens;

	 
	 	 
	 

	 	c) fundamental changes;

	 
	 	 
	 

	 	d) asset sales (including sales of
subsidiaries) and sale leasebacks (which,
in each case, shall be permitted on the
terms set forth in the second succeeding
paragraph);

	 
	 	 
	 

	 	e) investments (which shall permit, among
other things, intercompany investments,
re-organizations and other activities
related to tax planning and
re-organization, subject to limitations
to be agreed), and acquisitions (which
shall be permitted on the terms set forth
in the third succeeding paragraph);

	 
	 	 
	 

	 	f) dividends or distributions on, or
redemptions of, the Borrower’s equity;

	 
	 	 
	 

	 	g) (A) prepayments or redemptions of
unsecured or subordinated debt
(including, without limitation, (x) the
Deferred Payment Obligation (including
any payment at maturity) and payments of
cash interest on the Deferred Payment
Subordinated Note at a rate in excess of
the Deferred Payment Cash Cap, subject to
an exception permitting repayment at any
time on or prior to the second business
day after January 1, 2012 so long as no
default or event of default has occurred
and is continuing and subject to pro
forma compliance with the financial
covenants and minimum liquidity (to be
defined to include unrestricted cash and
unused commitments under the







B-16









 






	 	 	 

	 

	 	Revolving
Facility) of at least $40.0 million
(“Liquidity Condition”) and (y) the
Deferred Payment Subordinated Note
subject to exceptions permitting
repayment at any time so long as no
default or event of default has occurred
and is continuing (i) using the Available
Amount Basket (as defined below and
subject to the conditions set forth
below), (ii) from the proceeds of any
other indebtedness (other (x) than
intercompany indebtedness and (y) unless
the Liquidity Condition would be
satisfied, borrowings under the Revolving
Facility) so long as on a pro forma basis
the Total Leverage Ratio is less than 4.5
to 1.0 and (iii) from the proceeds of
subordinated indebtedness constituting
Permitted Refinancing Indebtedness (to be
defined in a customary manner)); provided
that in the case of clauses (x) and (y)
above, partial repayments shall be
permitted up to the amount that would
satisfy the conditions set forth in such
clauses and provided, further, that this
covenant shall not prohibit the payment
of interest in respect of the Deferred
Payment Subordinated Note up to the Total
Deferred Payment Cap through an increase
in the Deferred Payment Subordinated Note
or the right of the holder thereof to
exchange its right under the Deferred
Payment Obligation or Deferred Payment
Subordinated Note for common equity of
MedAssets in accordance with the Purchase
Agreement and the Deferred Payment
Subordinated Note; provided that nothing
in this clause (A) shall prohibit the
exercise of rights of set-off,
indemnification or purchase price
adjustments pursuant to the Purchase
Agreement and (B) amendments of unsecured
or subordinated debt documents, the
Purchase Agreement (including the
provisions relating to the Deferred
Payment Obligation) or organization
documents, in each case, in a manner
material and adverse to the Lenders;

	 
	 	 
	 

	 	h) negative pledge clauses;

	 
	 	 
	 

	 	i) transactions with affiliates; and

	 
	 	 
	 

	 	j) changes in fiscal year.

	 
	 	 
	 

	 	The negative covenants will be subject,
in the case of each of the foregoing
covenants to exceptions, qualifications
and “baskets” to be set forth in the
Senior Secured






B-17









 






	 	 	 

	 

	 	Facilities Documentation
(including an available basket amount
(the “Available Amount Basket”) that will
also be built by retained Excess Cash
Flow and new equity (which shall be
common equity or other qualified equity
on terms to be mutually agreed and
excluding Specified Equity Contributions)
that may be used, subject to the absence
of any continuing event of default and
pro forma compliance with all applicable
maintenance covenants and a Total
Leverage Ratio on a pro forma basis of
not more than 4.5 to 1.0, for, among
other things, certain investments,
restricted payments and the prepayment or
redemption of unsecured or subordinated
debt, including the Deferred Payment
Subordinated Note).
	 
	 	 
	 

	 	The Borrower or any restricted subsidiary
will be permitted to dispose or sell any
of its assets of up to an amount to be
agreed for fair market value so long as
(a) at least 75% of the consideration for
asset sales consists of cash (subject to
customary exceptions to the cash
consideration requirement to be set forth
in the Senior Secured Facilities
Documentation, including a basket in an
amount to be agreed for non-cash
consideration that may be designated as
cash consideration) and (b) such asset
sale is subject to the terms set forth in
the section entitled “Mandatory
Prepayments” hereof.
	 
	 	 
	 

	 	The Borrower or any restricted subsidiary
will be permitted to (1) make
acquisitions for consideration not to
exceed $200.0 million in the aggregate
(provided that such limitation shall not
apply to the extent that on a pro forma
basis, the Total Leverage Ratio is less
than or equal to 4.5 to 1.0) (each, a
“Permitted Acquisition”) so long as (a)
there is no event of default after giving
pro forma effect to such acquisition and
the incurrence of indebtedness in
connection therewith, (b) the Borrower
would be in compliance, on a pro forma
basis after giving effect to the
consummation of such acquisition, with
the financial maintenance covenants in
the Senior Secured Facilities
Documentation recomputed as of the last
day of the most recently ended fiscal
quarter of the Borrower for which
financial statements are available, (c)
the acquired company or assets are in the
same or a generally related line of
business as the Borrower and its
subsidiaries and (d) subject to the
limitations set forth in “Guarantees” and
“Security” above, the acquired company
and its subsidiaries will become
Guarantors and pledge their Collateral to
the Administrative Agent and (2) incur or






B-18









 






	 	 	 

	 

	 	assume indebtedness in connection with
such Permitted Acquisitions that was not
created in contemplation of such
Permitted Acquisition so long as the
Borrower is in pro forma compliance with
the financial maintenance covenants in
the Senior Secured Facilities
Documentation recomputed as of the last
day of the most recently ended fiscal
quarter of the Borrower for which
financial statements are available and
before and after giving effect thereto,
no default or event of default has
occurred and is continuing (and, in the
case of any newly incurred indebtedness,
such indebtedness is indebtedness of the
Borrower or a Guarantor that matures at
least 6 months after the Term Loans and
the Total Leverage Ratio is less than 4.5
to 1.0 on a pro forma basis).
Acquisitions of entities that do not
become Guarantors and made with the
proceeds of any consideration provided by
the Borrower or a Guarantor will be
limited to an aggregate amount to be
agreed upon in the Senior Secured
Facilities Documentation.
	 
	 	 
	Financial Maintenance Covenants:

	 	
The Senior Secured Facilities
Documentation will contain the following
financial covenants with regard to the
Borrower and its restricted subsidiaries
on a consolidated basis: (a) a maximum
Total Leverage Ratio and (b) a minimum
ratio of Consolidated EBITDA to Cash
Consolidated Interest Expense (to be
defined), in each case with levels
providing a 25-30% cushion (calculated on
a static basis) in Consolidated EBITDA
above the Consolidated EBITDA levels set
forth in the MedAssets model (the
“MedAssets Model”), which model shall be
dated September 13, 2010 and delivered to
the Joint Lead Arrangers prior to the
date hereof; provided that at no time
during the term of the Senior Secured
Facilities shall the levels of the Total
Leverage Ratio covenant be lower than a
ratio to be agreed or the Cash
Consolidated Interest Expense covenant be
greater than a ratio to be agreed.
	 
	 	 
	 

	 	For purposes of determining compliance
with the financial covenants, any cash
equity contribution (which shall be
common equity or otherwise in a form
reasonably acceptable to the
Administrative Agent) made to the
Borrower after the last day of the
relevant fiscal quarter and on or prior
to the day that is 10 days after the day
on which financial statements are
required to be delivered for such fiscal
quarter will, at the request of the
Borrower, be included in the calculation
of Consolidated EBITDA solely for the
purposes of determining compliance with






B-19









 






	 	 	 

	 

	 	the financial maintenance covenants at
the end of such fiscal quarter and
applicable subsequent periods which
include such fiscal quarter (any such
equity contribution so included in the
calculation of Consolidated EBITDA, a
“Specified Equity Contribution”);
provided that (a) in each four fiscal
quarter period, there shall be at least
two fiscal quarters in respect of which
no Specified Equity Contribution is made
and no more than four Specified Equity
Contributions may be made during the term
of the Senior Secured Credit Facilities,
(b) the amount of any Specified Equity
Contribution shall be no greater than the
amount required to cause the Borrower to
be in pro forma compliance with the
financial maintenance covenants, (c) all
Specified Equity Contributions shall be
disregarded for purposes of determining
any baskets with respect to the covenants
contained in the Senior Secured
Facilities Documentation and (d) there
shall be no pro forma reduction in
indebtedness with the proceeds of any
Specified Equity Contribution for
determining compliance with the financial
maintenance covenants for the fiscal
quarter in which such Specified Equity
Contribution is made.
	 
	 	 
	 

	 	The financial covenants will be tested
with respect to the Borrower and its
restricted subsidiaries on a consolidated
basis beginning with the last day of the
first full fiscal quarter of the Borrower
completed after the Closing Date.
	 
	 	 
	Unrestricted Subsidiaries:

	 	The Senior Secured Facilities
Documentation will contain provisions
pursuant to which, subject to limitations
on loans, advances, guarantees and other
investments in, unrestricted
subsidiaries, the Borrower will be
permitted to designate any existing or
subsequently acquired or organized
subsidiary as an “unrestricted
subsidiary” and subsequently re-designate
any such unrestricted subsidiary as a
restricted subsidiary so long as, after
giving effect to any such designation or
re-designation, the Borrower shall be in
pro forma compliance with the financial
maintenance covenants in the Senior
Secured Facilities Documentation
recomputed as of the last day of the most
recently ended fiscal quarter of the
Borrower for which financial statements
are available and the fair market value
of such subsidiary at the time it is
designated as an “unrestricted
subsidiary” shall be treated as an
investment by the Borrower at such time.
No unrestricted subsidiary that is
redesignated as a restricted subsidiary
may subsequently be designated as an
unrestricted subsidiary.






B-20









 






	 	 	 

	 

	 	Unrestricted
subsidiaries will not be subject to the
representation and warranties,
affirmative or negative covenant or event
of default provisions of the Senior
Secured Facilities Documentation and the
results of operations and indebtedness of
unrestricted subsidiaries will not be
taken into account for purposes of
determining compliance with the financial
covenants contained in the Senior Secured
Facilities Documentation. When designated
as an unrestricted subsidiary, each such
unrestricted subsidiary, in the aggregate
with all unrestricted subsidiaries
previously designated (at the time of
designation thereof) that continue to be
unrestricted subsidiaries, shall not
constitute more than a percentage to be
agreed of (x) pro forma EBITDA of the
Borrower and it subsidiaries for the
four-quarter period ended immediately
prior to the date of such designation and
(y) the pro forma total assets of the
Borrower and its subsidiaries at the time
of such designation.
	 
	 	 
	Event of Default:

	 	Limited to the following (to be
applicable to the Borrower and its
restricted subsidiaries only): nonpayment
of principal when due; nonpayment of
interest or other amounts after a
customary five business day grace period;
violation of covenants (subject, in the
case of certain of such covenants, to a
thirty day grace period); incorrectness
of representations and warranties in any
material respect; cross default and cross
acceleration to material indebtedness;
bankruptcy or other insolvency events of
the Borrower or its material subsidiaries
(with a customary grace period for
involuntary events); material monetary
judgments; ERISA events; actual or
asserted invalidity of material
guarantees or security documents; and
change of control.
	 
	 	 
	Voting:

	 	Amendments and waivers of the Senior
Secured Facilities Documentation will
require the approval of Lenders holding
more than 50% of the aggregate amount of
the loans and commitments under the
Senior Secured Facilities (the “Required
Lenders”), except that (i) the consent of
each Lender directly and adversely
affected thereby shall be required with
respect to: (A) increases in the
commitment of such Lender, (B) reductions
of principal, interest or fees, (C)
extensions of scheduled amortization
payments or final maturity, (D)
provisions relating to pro rata sharing
and payments (other than pro rata offers
as set forth below) and (E) voting
requirements, (ii) the consent of 100% of
the Lenders will be required






B-21









 






	 	 	 

	 

	 	with respect
to (A) modifications to any of the voting
percentages and (B) releases of all or
substantially all Guarantors (or the
value of their guarantees) or releases of
all or substantially all of the
Collateral, and (iii) customary
protections for the Administrative Agent,
the Swingline Lender and the Issuing
Banks will be provided.
	 
	 	 
	 

	 	For the avoidance of doubt, in connection
with below par offers to prepay Loans,
the Facilities Documentation may be
amended in order to modify any provision
relating to pro rata sharing of payments
among the Lenders with the consent of
Lenders holding more than 50% of the
advances and commitments under each of
the Term Facilities and the Revolving
Facility. In the event that any
provision relating to pro rata sharing of
payments among the Lenders is modified in
favor of any class of Lenders holding
loans with a maturity date longer than
the maturity date of the Revolving
Facility, the Term A Facility or the Term
B Facility, a majority vote of the
Lenders under the Facilities directly and
adversely affected thereby shall be
required.
	 
	 	 
	 

	 	The Senior Secured Facilities
Documentation shall contain customary
provisions for replacing non-consenting
Lenders in connection with amendments and
waivers requiring the consent of all
Lenders or of all Lenders directly
affected thereby so long as Lenders
holding more than 50% of the aggregate
amount of the loans and commitments under
the Senior Secured Facilities shall have
consented thereto.
	 
	 	 
	Cost and Yield Protection:

	 	The Senior Secured Facilities
Documentation will include customary tax
gross-up, cost and yield protection
provisions.
	 
	 	 
	Assignments and Participations:

	 	
After the Closing Date, the Lenders will
be permitted to assign (except to
Disqualified Lenders) (a) loans and/or
commitments under the Term Facilities
with the consent of the Borrower and the
Administrative Agent (in each case not to
be unreasonably withheld or delayed), and
(b) loans and commitments under the
Revolving Facility with the consent of
the Borrower, the Swingline Lender, the
Issuing Banks and the Administrative
Agent (in each case not to be
unreasonably withheld or delayed);
provided that (A) no consent of the
Borrower shall be required (i) (x) prior
to a Successful Syndication and (y)
thereafter, after the occurrence and
during the continuance of a payment or






B-22









 






	 	 	 

	 

	 	bankruptcy Event of Default or (ii) with
respect to any Term Loans, if such
assignment is an assignment to another
Lender, an affiliate of a Lender or an
approved fund and (B) no consent of the
Administrative Agent shall be required
with respect to assignment of any Term
Loans, if such assignment is an
assignment to another Lender, an
affiliate of a Lender or an approved
fund. Each assignment (other than to
another Lender, an affiliate of a Lender
or an approved fund) will be in an amount
of an integral multiple of $1,000,000 in
the case of the Term Facilities and
$5,000,000 in the case of the Revolving
Facility (or lesser amounts, if agreed
between the Borrower and the
Administrative Agent) or, if less, all of
such Lender’s remaining loans and
commitments of the applicable class.
Assignments will be by novation and will
not be required to be pro rata among the
Senior Secured Facilities. The
Administrative Agent shall receive a
processing and recordation fee of $3,500
for each assignment (it being understood
that such recordation fee shall not apply
to assignments by the Initial Senior
Lenders in connection with the initial
syndication of the Senior Secured
Facilities). For any assignments for
which the Borrower’s consent is required,
such consent shall be deemed to have been
given if the Borrower has not responded
within 5 business days of a request for
such consent.
	 
	 	 
	 

	 	The Lenders will be permitted to sell
participations in loans and commitments
without restriction in accordance with
applicable law. Voting rights of
participants shall be limited to matters
set forth under “Voting” above with
respect to which the unanimous vote of
all Lenders (or all directly and
adversely affected Lenders, if the
participant is directly and adversely
affected) would be required.
	 
	 	 
	 

	 	Assignments to and purchases of Term
Loans by affiliates of the Borrower
(other than the subsidiaries of the
Borrower) (each, an “Affiliated Lender”)
will be permitted without any consent,
including through open-market purchases,
subject to the following limitations:
	 
	 	 
	 

	 	(i) Affiliated Lenders will not
receive information provided solely to
Lenders by the Administrative Agent or
any Lender and will not be permitted to
attend/participate in meetings not
attended by the Borrower;








B-23











 





	 	 	 
	 

	 	     (ii) for purposes of any
amendment, waiver or modification of the
Senior Secured Facilities Documentation
or any plan of reorganization that in
either case does not require the consent
of each Lender or each affected Lender
or does not adversely affect such
Affiliated Lender in any material
respect as compared to other Lenders,
Affiliated Lenders will be deemed to
have voted in the same proportion as
non-affiliated Lenders voting on such
matter;
	 
	 	 
	 

	 	     (iii) Affiliated Lenders may not
purchase Revolving Loans;
	 
	 	 
	 

	 	     (iv) the amount of Term Loans
purchased by Affiliated Lenders may not
exceed 20% of the original principal
amount of the Term Loans; and
	 
	 	 
	 

	 	     (v) Affiliated Lenders may not
purchase Term Loans at any time they
have material non public information
with respect to the Borrower.
	 
	 	 
	 

	 	Assignments of Term Loans to the
Borrower and its subsidiaries shall be
permitted so long as (i) any offer to
purchase or take by assignment any Term
Loans by the Borrower or any of its
subsidiaries shall have been made to all
Lenders pro rata (with buyback mechanics
to be agreed), (ii) no default or event
of default has occurred and is
continuing, (iii) the loans purchased
are immediately cancelled and (iv) no
proceeds from any loan under the
Revolving Facility shall be used to fund
such assignments.
	 
	 	 
	Expenses and Indemnification:

	 	
The Borrower shall pay all reasonable
and documented or invoiced out-of-pocket
costs and expenses of the Administrative
Agent and the Commitment Parties
(without duplication) associated with
the syndication of the Senior Secured
Facilities and the preparation,
execution and delivery, administration,
amendment, modification, waiver and/or
enforcement of the Senior Secured
Facilities Documentation (including the
reasonable fees, disbursements and other
charges of counsel identified herein and
local counsel in each applicable
jurisdiction or otherwise retained with
the Borrower’s consent (such consent not
to be unreasonably withheld or
delayed)).






B-24









 






	 	 	 
	 

	 	The Borrower will indemnify the
Administrative Agent, the Commitment
Parties, the Lenders and their
affiliates, and the officers, directors,
employees, advisors, agents, controlling
persons and other representatives and
their successors and permitted assigns
of each of the foregoing, and hold them
harmless from and against all losses,
claims, damages, liabilities and
reasonable and documented or invoiced
out-of-pocket fees and expenses
(including reasonable fees,
disbursements and other charges of one
counsel for all indemnified parties and,
if necessary, one firm of local counsel
in each appropriate jurisdiction (which
may include a single special counsel
acting in multiple jurisdictions) for
all indemnified parties (and, in the
case of an actual or perceived conflict
of interest, where the indemnified
person affected by such conflict informs
the Borrower of such conflict and
thereafter retains its own counsel, of
another firm of counsel for such
affected indemnified person)) of any
such indemnified person arising out of
or relating to the Transactions,
including the financings contemplated
thereby (including, without limitation,
any claim or any litigation or other
proceeding (regardless of whether such
indemnified person is a party thereto
and whether or not such proceedings are
brought by the Borrower, its equity
holders, its affiliates, creditors or
any other third person) that relates to
the Transactions, including the
financing contemplated hereby); provided
that no indemnified person will be
indemnified for any loss, claim, damage,
liability, cost or expense to the extent
it has resulted from (i) the gross
negligence or willful misconduct of such
person or any of its affiliates or
controlling persons or any of the
officers, directors, employees, agents,
advisors, or members of any of the
foregoing (as determined by a court of
competent jurisdiction in a final and
non-appealable decision) or (ii) a
material breach by any such person or
one of its affiliates (as determined by
a court of competent jurisdiction in a
final and non-appealable decision).
	 
	 	 
	Governing Law and Forum:

	 	New York.
	 
	 	 
	Counsel to the Administrative
Agent and Lead Arrangers:

	 	
Cahill Gordon & Reindel LLP.













B-25









 








EXHIBIT C




Project Barracuda

Senior Unsecured Bridge Facility

Summary of Principal Terms and Conditions2




	 	 	 

	Borrower:

	 	The Borrower under the Senior Secured Facilities.
	 
	 	 
	Transaction:

	 	As set forth in Exhibit A to the Commitment Letter.
	 
	 	 
	Administrative Agent

	 	JPMCB will act as sole administrative agent (in
such capacity, the “Administrative Agent”) for a
syndicate of banks, financial institutions and
other entities excluding Disqualified Lenders
(together with the Initial Bridge Lenders, the
“Lenders”), and will perform the duties
customarily associated with such role.
	 
	 	 
	Joint Lead Arrangers:

	 	J.P. Morgan and Barclays Capital will act as joint
lead arrangers (the “Lead Arrangers”) for the
Bridge Facility, and each will perform the duties
customarily associated with such roles.
	 
	 	 
	Initial Bridge Loans:

	 	The Lenders will make senior unsecured increasing
rate loans (the “Initial Bridge Loans”) to the
Borrower on the Closing Date in an aggregate
principal amount of up to $360 million minus the
aggregate amount of Notes issued on or prior to
the Closing Date.
	 
	 	 
	Availability:

	 	The Lenders will make the Initial Bridge Loans on
the Closing Date simultaneously with (a) the
consummation of the Acquisition and (b) the
initial funding under the Senior Secured
Facilities.
	 
	 	 
	Purpose:

	 	The proceeds of borrowings of the Initial Bridge
Loans will be used by the Borrower on the Closing
Date, together with the proceeds of borrowings
under the: Senior Secured Facilities, the proceeds
of the issuance of the Notes, if any, and cash on
hand at the Company, solely to pay the Acquisition
Costs.
	 
	 	 
	Ranking:

	 	The Initial Bridge Loans will rank pari passu with
the Senior Secured Facilities and other senior
indebtedness of the Borrower.








 




			
	2	 	All capitalized terms used but not defined
herein shall have the meanings given to them in the Commitment Letter to which
this term sheet is attached, including Exhibit A thereto.




Exhibit C-1









 










	 	 	 

	Guarantees:

	 	The Initial Bridge Loans will be jointly and
severally guaranteed by each Guarantor (as defined
in Exhibit B to the Commitment Letter) on a senior
basis (such guarantees, the “Guarantees”). The
Guarantees will rank pari passu with guarantees of
the Senior Secured Facilities. The Guarantees
will automatically be released upon the release of
the corresponding guarantees of the Senior Secured
Facilities with exceptions for repayment,
termination or refinancing of the Senior Secured
Facilities.
	 
	 	 
	Maturity:

	 	All Initial Bridge Loans will have an initial
maturity date that is the one-year anniversary of
the Closing Date (the “Initial Bridge Loan
Maturity Date”), which shall be extended as
provided below. If any of the Initial Bridge
Loans have not been previously repaid in full on
or prior to the Initial Bridge Loan Maturity Date
and no payment or bankruptcy (with respect to the
Borrower) event of default then exists, such
Initial Bridge Loans shall automatically be
extended into senior unsecured term loans (each an
“Extended Term Loan”) due on the date that is
eight years after the Closing Date (the “Extended
Maturity Date”) having the terms set forth on
Annex I hereto. The date on which Initial Bridge
Loans are extended as Extended Term Loans is
referred to as the “Extension Date.” At any time
or from time to time on or after the Extension
Date, at the option of the Lenders, the Extended
Term Loans may be exchanged in whole or in part
for senior unsecured exchange notes (the “Exchange
Notes”) having an equal principal amount and
having the terms set forth in Annex II hereto;
provided that the Borrower may defer the first
issuance of Exchange Notes until such time as the
Borrower shall have received requests to issue an
aggregate of at least $50 million in aggregate
principal amount of Exchange Notes.
	 
	 	 
	 

	 	In connection with any Lender’s exchange of
Initial Bridge Loans for Exchange Notes, or at any
time prior thereto if reasonably requested by the
Initial Bridge Lenders, the Borrower shall use its
commercially reasonable efforts to take such
actions and deliver such documents as may be
deemed reasonably necessary or otherwise advisable
to permit such Lender to resell Exchange Notes
(which may include customary opinions,
accountants’ comfort letters and other offering
documents and agreements); provided that, in no
event, shall the Borrower be required to register
the Exchange Notes other than pursuant to the
terms under the






Exhibit C-2









 






	 	 	 

	 

	 	heading “Registration Rights”
below.
	 
	 	 
	 

	 	The Initial Bridge Loans, the Extended Term Loans
and the Exchange Notes shall be pari passu for all
purposes.
	 
	 	 
	Interest Rates:

	 	Prior to the Initial Bridge Loan Maturity Date,
the Initial Bridge Loans will accrue interest at
the rate provided in Annex II to the Fee Letter.
	 
	 	 
	Default Rate:

	 	Overdue principal, interest, fees and other
amounts shall bear interest at the applicable
interest rate plus 2.00% per annum.
	 
	 	 
	Mandatory Prepayment:

	 	The Borrower will be required to prepay the
Initial Bridge Loans on a pro rata basis at 100%
of the outstanding principal amount thereof plus
accrued and unpaid interest with (i) the net cash
proceeds from the issuance of Securities,
provided, that in the event any Initial Bridge
Lender or affiliate of an Initial Bridge Lender
purchases debt securities from the Borrower
pursuant to a “securities demand” under the Fee
Letter at an issue price above the level at which
such Initial Bridge Lender or affiliate has
determined such debt securities can be resold by
such Initial Bridge Lender or affiliate to a bona
fide third party at the time of such purchase that
is not a lender under the Bridge Facility or
affiliate thereof or a participant in the Bridge
Facility at such time (and notifies the Borrower
thereof), the net cash proceeds received by the
Borrower in respect of such debt securities may,
at the option of such Initial Bridge Lender or
affiliate, be applied first to prepay the Initial
Bridge Loans of such Initial Bridge Lender or
affiliate (provided that if there is more than one
such Initial Bridge Lender or affiliate then such
net cash proceeds will be applied pro rata to
prepay the Initial Bridge Loans of all such
Initial Bridge Lenders or affiliates in proportion
to such Initial Bridge Lenders’ or affiliates’
principal amount of debt securities purchased from
the Borrower) prior to being applied to prepay the
Initial Bridge Loan held by other Initial Bridge
Lenders; (ii) the net proceeds from the issuance
of any Refinancing Debt (to be defined) by the
Borrower or any of its restricted subsidiaries;
(iii) net cash proceeds from any issuance of
equity, subject to exceptions to be agreed and
(iv) the net cash proceeds from (x) any Required
Divestiture received after the Closing Date and
(y) any non-ordinary course asset sales or
dispositions (including as a result of casualty or
condemnation but excluding Required Divestitures)
by the Borrower or any of its restricted
subsidiaries in excess of amounts either
reinvested in the






Exhibit C-3









 






	 	 	 

	 

	 	business of the Borrower or its
restricted subsidiaries in accordance with the
Senior Secured Facilities or required to be paid
to the lenders under the Senior Secured
Facilities, in the case of any such prepayments
pursuant to the foregoing clause (iv)(y) above
with exceptions and baskets usual and customary
for financings of this type.
	 
	 	 
	 

	 	The Borrower will also be required to offer to
prepay the Initial Bridge Loans following the
occurrence of a change of control (to be defined
in a manner consistent with the Applicable Bond
Standard (as defined below) and in any event not
less favorable to the Borrower than the definition
in the Senior Secured Facilities Documentation))
at 100% of the outstanding principal amount
thereof, plus accrued and unpaid interest to the
date of repayment.
	 
	 	 
	Optional Prepayment:

	 	The Initial Bridge Loans may be prepaid, in whole
or in part, at par plus accrued and unpaid
interest upon not less than one business days’
prior written notice, at the option of the
Borrower at any time.
	 
	 	 
	Documentation:

	 	The definitive documentation for the Bridge
Facility (the “Bridge Facility Documentation”)
will contain only those conditions to borrowing,
representations, warranties, covenants and events
of default expressly set forth in this Term Sheet
and consistent with the Senior Secured Facilities
Documentation with modifications to reflect bridge
loan terms and provisions that are usual and
customary for facilities of this type, the
definitive terms of which will be negotiated in
good faith (including as to operational
requirements of the Borrower and its subsidiaries
in light of their industries, businesses and
business practices and current market conditions),
and shall be consistent with this Term Sheet and
in any event, other than as set forth herein, not
less favorable to the Borrower than the provisions
of the Senior Secured Facilities.
	 
	 	 
	Conditions to All
Borrowings:

	 	The availability of the initial borrowing under
the Bridge Facility on the Closing Date shall be
conditioned solely upon the satisfaction of the
applicable conditions set forth in Section 6 of
the Commitment Letter and Exhibit D to the
Commitment Letter and the accuracy of the
representations and warranties in the Bridge
Facility Documentation (subject to the Closing
Date Conditions Provision).
	 
	 	 
	Representations
and Warranties:

	 	The Bridge Facility Documentation will contain
representations and warranties as are
substantially similar to






Exhibit C-4









 






	 	 	 

	 

	 	those in the Senior
Secured Facilities Documentation, with additional
representations and warranties usual and customary
for high yield financings consistent with the
Applicable Bond Standard and to the extent
necessary to reflect differences in documentation.
	 
	 	 
	Covenants:

	 	The Bridge Facility Documentation will contain
such affirmative and negative covenants applicable
to the Borrower and its restricted subsidiaries
usual and customary for publicly traded high yield
securities and based on and consistent with
similar offerings in light of market conditions
(it being understood and agreed that only the
terms expressly set forth herein are being
committed to), the definitive terms of which will
be negotiated in good faith (including as to
operational requirements of the Borrower and its
subsidiaries in light of their industries,
businesses, and business practice and current
market conditions) (the “Applicable Bond
Standard”), will be incurrence-based covenants,
and, in no event, except as set forth herein,
shall be more restrictive than, or include any
covenants not included in the Senior Secured
Facilities. The Bridge Facility Documentation will
include an affirmative covenant regarding
compliance with the “go to market” provisions of
the Fee Letter. Prior to the Initial Bridge Loan
Maturity Date, the debt and lien incurrence and
the restricted payment covenants of the Bridge
Loans may be more restrictive than those of the
Senior Secured Facilities, Extended Term Loans and
the Exchange Notes, as reasonably agreed by the
Administrative Agent and the Borrower. The Bridge
Facility Documentation will provide that the
Borrower shall be prohibited from paying the
Deferred Payment Obligation, the principal of the
Deferred Payment Subordinated Note or any cash
interest (but not the payment of interest up to
the Total Deferred Payment Cap through an increase
in principal amount of the Deferred Payment
Subordinated Note) in respect of the Deferred
Payment Subordinated Note in excess of the
Deferred Payment Cash Cap (other than through the
conversion of any such amounts into common equity
of MedAssets and the exercise of rights of
set-off, indemnification or purchase price
adjustments, in each case, in accordance with the
terms of the Purchase Agreement and the Deferred
Payment Subordinated Note) (each such payment, a
“Deferred Restricted Payment”) except for (A) such
Deferred Restricted Payments if after giving
effect to each such payment (and any incurrence of
debt or related transactions to occur on the date
of such payment) on a pro forma basis (i) no
default or event of default shall have






Exhibit C-5









 






	 	 	 

	 

	 	occurred
and is continuing under the Bridge Facility
Documentation and (ii) the Total Leverage Ratio
would be less than 5.0 to 1.0 (it being understood
that any such payment shall reduce the amount
available for future restricted payments pursuant
to the restricted payments build up basket but
shall not affect the ability to make future
Deferred Restricted Payments pursuant to the
provisions described herein), (B) Deferred
Restricted Payments required pursuant to the terms
of the Purchase Agreement and the Deferred Payment
Subordinated Notes upon any asset sale or change
of control provided that the Borrower has first
complied with its obligations set forth above
under “Mandatory Prepayments” and (C) the making
of Deferred Restricted Payments out of the
proceeds of subordinated indebtedness constituting
Permitted Refinancing Indebtedness (to be defined
in a customary manner).
	 
	 	 
	Financial Maintenance
Covenants:

	 	
None.
	 
	 	 
	Events of Default:

	 	Limited to: nonpayment of principal, interest or
other amounts; violation of covenants;
incorrectness of representations and warranties in
any material respect; cross acceleration to
material indebtedness; bankruptcy or insolvency of
the Borrower or its significant subsidiaries;
material monetary judgments; ERISA events; and
actual or asserted invalidity of guarantees.
	 
	 	 
	Cost and Yield
Protection:

	 	The Bridge Facility Documentation will include
customary tax gross-up, cost and yield protection
provisions.
	 
	 	 
	Assignments and
Participation:

	 	
Subject to the prior notification of the
Administrative Agent, the Lenders will have the
right to assign Initial Bridge Loans after the
Closing Date (other than to Disqualified Lenders)
in consultation with, but without the consent of,
the Borrower; provided, however, that prior to the
Initial Bridge Loan Maturity Date, unless there
has been a Demand Failure Event or a payment or
bankruptcy event of default, the consent of the
Borrower shall be required with respect to any
assignment by any Initial Bridge Lender if,
subsequent thereto, such Initial Bridge Lender
would hold, in the aggregate, less than 51% of the
outstanding Initial Bridge Loans made by it on the
Closing Date and not subsequently repaid.
	 
	 	 
	 

	 	The Lenders will have the right to participate
their Initial Bridge Loans to other financial
institutions without






Exhibit C-6









 






	 	 	 

	 

	 	restriction, other than
customary voting limitations. Participants will
have the same benefits as the selling Lenders
would have (and will be limited to the amount of
such benefits) with regard to yield protection and
increased costs, subject to customary limitations
and restrictions.
	 
	 	 
	Voting:

	 	Amendments and waivers of the Bridge Facility
Documentation will require the approval of Lenders
holding more than 50% of the outstanding Initial
Bridge Loans, except that (a) the consent of each
directly and adversely affected Lender will be
required for (i) reductions of principal, interest
rates or the Applicable Margin, (ii) extensions of
the Initial Bridge Loan Maturity Date (except as
provided under “Maturity” above) or the Extended
Maturity Date, (iii) additional restrictions on
the right to exchange Extended Term Loans for
Exchange Notes or any amendment of the rate of
such exchange and (iv) pro rata payment and
sharing provisions (except any amendment to allow
pro rata prepayment offers on terms similar to
those provided in Exhibit B), and (b) the consent
of 100% of the Lenders will be required with
respect to modifications to any of the voting
percentages and releases of all or substantially
all of the value of the Guarantees (other than in
connection with any release or sale of the
relevant Guarantor permitted by the Senior Secured
Facilities Documentation or the Bridge Facility
Documentation).
	 
	 	 
	Expenses and
Indemnification:

	 	
The Borrower shall pay all reasonable and
documented or invoiced out-of-pocket costs and
expenses of the Administrative Agent and the
Commitment Parties (without duplication)
associated with the syndication of the Bridge
Facility and the preparation, execution and
delivery, administration, amendment, modification,
waiver and/or enforcement of the Bridge Facility
Documentation (including the reasonable fees,
disbursements and other charges of counsel
identified herein or otherwise retained with the
Borrower’s consent)).
	 
	 	 
	 

	 	The Borrower will indemnify the Administrative
Agent, the Commitment Parties, the Lenders and
their affiliates, and the officers, directors,
employees, advisors, agents, controlling parties
and other representatives and their successors and
permitted assigns of each of the foregoing, and
hold them harmless from and against all losses,
claims, damages, liabilities and reasonable and
documented or invoiced out-of-pocket fees and
expenses (including reasonable fees, disbursements
and other charges of one counsel for all






Exhibit C-7









 






	 	 	 

	 

	 	indemnified parties and, if necessary, one firm of
local counsel in each appropriate jurisdiction
(which may include a single special counsel acting
in multiple jurisdictions) for all indemnified
parties (and, in the case of an actual or
perceived conflict of interest, where the
indemnified person affected by such conflict
informs the Borrower of such conflict and
thereafter retains its own counsel, of another
firm of counsel for such affected indemnified
person)) of any such indemnified person arising
out of or relating to any claim or any litigation
or other proceeding to the Transactions, including
the financing contemplated hereby (regardless of
whether such indemnified person is a party thereto
and whether or not such proceedings are brought by
the Borrower, its equity holders, its affiliates,
creditors or any other third person) that relates
to the Transactions, including the financing
contemplated hereby; provided that no indemnified
person will be indemnified for any loss, claim,
damage, liability, cost or expense to the extent
it has resulted from (i) the gross negligence or
willful misconduct of such person or any of its
affiliates or controlling persons or any of the
officers, directors, employees, advisors, agents
or members of any of the foregoing (as determined
by a court of competent jurisdiction in a final
and non-appealable decision) or (ii) a material
breach by any such person or one of its affiliates
(as determined by a court of competent
jurisdiction in a final and non-appealable
decision).
	 
	 	 
	Governing Law and Forum:

	 	New York.
	 
	 	 
	Counsel to the
Administrative
Agent and Lead Arrangers:

	 	
Cahill Gordon & Reindel LLP.






Exhibit C-8









 






ANNEX I to
 EXHIBIT C




Extended Term Loans




	 	 	 
	Maturity

	 	The Extended Term Loans will mature on the
date that is eight years after the Closing
Date.
	 
	 	 
	Interest Rate:

	 	The Extended Term Loans will bear interest
at an interest rate per annum equal to the
Total Cap.
	 
	 	 
	 

	 	Interest shall be payable in arrears
semi-annually commencing on date that is
six months following the Initial Bridge
Loan Maturity Date and ending on the
maturity date of the Extended Term Loans,
computed on the basis of a 360 day year.
	 
	 	 
	Default Rate:

	 	Overdue principal, interest, fees and
other amounts shall bear interest at the
applicable interest rate plus 2.00% per
annum.
	 
	 	 
	Guarantees:

	 	Same as the Initial Bridge Loans.
	 
	 	 
	Covenants, Defaults and
Mandatory Prepayments:

	 	
Upon and after the Extension Date, the
covenants, mandatory prepayments and
defaults that would be applicable to the
Exchange Notes, if issued, will also be
applicable to the Extended Term Loans in
lieu of the corresponding provisions of
the Bridge Facility Documentation.
	 
	 	 
	Optional Prepayment:

	 	The Extended Term Loans may be prepaid, in
whole or in part, at par, plus accrued and
unpaid interest upon not less than one
business days’ prior written notice, at
the option of the Borrower at any time.






C-I-1









 





ANNEX II to

EXHIBIT C




	 	 	 
	 

	 	Exchange Notes
	 
	 	 
	Issuer:

	 	The Borrower will issue the Exchange Notes under an
indenture capable of being qualified under the Trust
Indenture Act of 1939, as amended. The Borrower, in
its capacity as the issuer of the Exchange Notes, is
referred to as the “Issuer.”
	 
	 	 
	Principal Amount:

	 	The Exchange Notes will be available only in
exchange for the Extended Term Loans on or after the
Extension Date. The principal amount of any
Exchange Note will equal 100% of the aggregate
principal amount of the Extended Term Loan for which
it is exchanged. In the case of a partial exchange,
the minimum amount of Extended Term Loans to be
exchanged for Exchange Notes will be $50 million.
	 
	 	 
	Maturity:

	 	The Exchange Notes will mature on the date that is
eight years after the Closing Date.
	 
	 	 
	Interest Rate:

	 	The Exchange Notes will bear interest payable
semi-annually, in arrears, at a rate equal to the
Total Cap.
	 
	 	 
	Guarantees:

	 	Same as Initial Bridge Loans and Extended Term Loans.
	 
	 	 
	Offer to Purchase from
Asset Sale Proceeds:

	 	
The Issuer will be required to make an offer to
repurchase the Exchange Notes (and, if outstanding,
prepay the Extended Term Loans) on a pro rata basis,
which offer shall be at 100% of the principal amount
thereof plus accrued and unpaid interest to the date
of repurchase with a portion of the net cash
proceeds from any non-ordinary course asset sales or
dispositions (including as a result of casualty or
condemnation) by the Borrower or any of its
restricted subsidiaries in excess of amounts either
reinvested in the business of the Borrower or its
restricted subsidiaries or required to be paid to
the lenders under the Senior Secured Facilities or
the holders of certain other indebtedness, with such
proceeds being applied to the Extended Term Loans,
the Exchange Notes and the Notes in a manner to be
agreed, subject to other exceptions and baskets
usual and customary for financings of this type and
consistent with the Applicable Bond Standard and in
any event not less favorable to the Borrower than
those applicable to the Senior Secured Facilities.






C-II-1









 






	 	 	 
	Offer to Purchase
upon
Change of Control:

	 	
The Issuer will be required to make an offer to
repurchase the Exchange Notes following the
occurrence of a change of control (to be defined in
a manner consistent with the Applicable Bond
Standard) at a price in cash equal to 101% of the
outstanding principal amount thereof, plus accrued
and unpaid interest to the date of repurchase.
	 
	 	 
	Optional
Redemption:

	 	Exchange Notes will be non callable until the fourth
anniversary of the Closing Date. Thereafter,
each such Exchange Note will be callable at par plus
accrued interest plus a premium equal to one half of
the coupon on such Exchange Note, which premium
shall decline ratably on each subsequent anniversary
of the Closing Date to zero on the date that is two
years prior to the maturity of the Exchange Notes.
	 
	 	 
	 

	 	Prior to the fourth anniversary of the Closing Date,
the Issuer may redeem such Exchange Notes at a
make-whole price based on U.S. Treasury notes with a
maturity closest to the fourth anniversary of the
Closing Date plus 50 basis points.
	 
	 	 
	 

	 	Prior to the third anniversary of the Closing Date,
the Issuer may redeem up to 35% of such Exchange
Notes with proceeds from an equity offering at a
price equal to par plus the coupon on such Exchange
Notes.
	 
	 	 
	 

	 	The optional redemption provisions will be otherwise
customary for publicly traded high yield
transactions.
	 
	 	 
	Defeasance and
Discharge Provisions:

	 	
Customary for publicly traded high yield debt
securities and consistent with the Applicable Bond
Standard.
	 
	 	 
	Modification:

	 	Customary for publicly traded high yield debt
securities and consistent with the Applicable Bond
Standard.
	 
	 	 
	Registration
Rights:

	 	The Issuer shall use commercially reasonable efforts
to file, within 180 days after the first issuance of
Exchange Notes (the date of such issuance, the
“Issue Date”), and will use commercially reasonable
efforts to cause to become effective, as soon
thereafter as practicable on or prior to the date
which is 360 days following the Issue Date, a shelf
registration statement with respect to the Exchange
Notes (such registration statement, a “Shelf
Registration Statement”), which Shelf Registration
Statement shall contain all financial statements
required under the Securities Act of 1933, as
amended (the “Act”). If a Shelf Registration
Statement is filed, the Issuer will keep such Shelf
Registration Statement effective and available
(subject to






C-II-2









 






	 	 	 
	 

	 	customary exceptions) until it is no
longer needed to permit unrestricted resales of the
Exchange Notes; provided that in no event shall the
Issuer be required to keep such Shelf Registration
Statement effective and available for more than two
years after the Issue Date. If within 360 days from
the Issue Date, a Shelf Registration Statement has
not been declared effective, then the Issuer will
pay additional interest of 0.25% per annum on the
principal amount of Exchange Notes (which rate of
additional interest shall increase by 0.25% per
annum after 90 days to a maximum of 1.00% per annum)
to the holders of such Exchange Notes. The Issuer
will also pay such additional interest to the holder
of an Exchange Note for any period of time (subject
to customary exceptions) following the effectiveness
of the Shelf Registration Statement with respect to
such Exchange Note that such Shelf Registration
Statement is not available for sales thereunder,
subject to the time limitations set forth in the
second sentence of this paragraph. All accrued
additional interest will be paid in arrears on each
semi-annual interest payment date.
	 
	 	 
	Right to Transfer
Exchange Notes:

	 	
The holders of the Exchange Notes shall have the
absolute and unconditional right to transfer such
exchange notes in compliance with applicable law to
any third parties.
	 
	 	 
	Covenants:

	 	Customary for publicly traded high yield debt
securities and consistent with the Applicable Bond
Standard and with provisions applicable to the
making of Deferred Restricted Payments identical to
those applicable under the Bridge Facility
Documentation as described above.
	 
	 	 
	Events of
Default:

	 	Customary for publicly traded high yield debt
securities and consistent with the Applicable Bond
Standard.
	 
	 	 
	Governing Law
and Forum:

	 	State of New York.






C-II-3









 





EXHIBIT D




Project Barracuda

Summary of Additional Conditions3




     The initial borrowings under the Credit Facilities shall be subject to the following
conditions:



          1. Since December 31, 2009, there shall not have occurred any Company Material Adverse Effect.
For purposes of this paragraph, “Company Material Adverse Effect” means any change, development,
circumstance, effect, event or fact that, individually or in the aggregate, has a material adverse
effect upon the financial condition, business, assets, liabilities or results of operations of the
Group Companies (as defined in the Purchase Agreement), taken as a whole; provided, however, that
any change, development, circumstance, effect, event or fact arising from or related to (i)
conditions affecting the United States economy generally, (ii) any national or international
political or social conditions, including the engagement by the United States in hostilities,
whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any
military or terrorist attack upon the United States, or any of its territories, possessions, or
diplomatic or consular offices or upon any military installation, equipment or personnel of the
United States, (iii) financial, banking or securities markets (including any disruption thereof and
any decline in the price of any security or any market index), (iv) changes in GAAP (as defined in
the Purchase Agreement) (or in the enforcement or interpretations thereof), (v) changes in any Law
(as defined in the Purchase Agreement) or other binding directives issued by any Governmental
Entity (as defined in the Purchase Agreement) (or in the enforcement or interpretations thereof),
(vi) any change that is generally applicable to the industries or markets in which the Group
Companies (as defined in the Purchase Agreement) operate, (vii) any failure by the Company to meet
any internal or published projections, forecasts or revenue or earnings predictions for any period
(provided, however, that any change, effect, event or occurrence that caused or contributed to such
failure to meet projections, forecasts or predictions shall not, subject to the other provisions of
this definition, be excluded) or (viii) the negotiation, execution, announcement or performance of
the Purchase Agreement and the transactions contemplated thereby, or the consummation of the
transactions contemplated thereby, including the identity of MedAssets, shall not be taken into
account in determining whether a “Company Material Adverse Effect” has occurred; provided that,
with respect to a matter described in any of the foregoing clauses (i), (ii), (iii), (iv) and (vi),
such matter shall only be excluded to the extent (and only to the extent) that such matter does not
have a disproportionate effect on the Group Companies, taken as a whole, relative to other
comparable entities operating in the industry in which the Group Companies operate; provided,
further, that with respect to references to Company Material Adverse Effect in Section 3.5 of the
Purchase Agreement, the exclusion in clause (viii) shall not apply. For purposes of this
definition, (A) if (x) on or after the date hereof any customer, supplier or other business
relation of any Group






 




			
	3	 	Capitalized terms used in this Exhibit D
shall have the meanings set forth in the other Exhibits attached to the
Commitment Letter to which this Exhibit D is attached (the “Commitment
Letter”). In the case of any such capitalized term that is subject to multiple
and differing definitions, the appropriate meaning thereof in this Exhibit D
shall be determined by reference to the context in which it is used.




D-1









 









Company terminates or gives notice of its intent to terminate its relationship with such Group
Company and (y) at the time of such termination, no Group Company is in breach of any contractual
obligation owing to such business relation that gives such business relation the right to terminate
such relationship, and (B) if after the date hereof any customer of any Group Company elects not to
renew its relationship with the Group Companies or elects to renew such relationship on terms less
favorable to the Group Companies (each of (A) and (B), an “Engagement Termination”), then such
Engagement Termination shall be presumed to have been the result of the announcement of the
transactions contemplated by the Purchase Agreement and, pursuant to clause (viii) above, such
Engagement Termination and the consequences thereof shall not be taken into account in determining
whether a “Company Material Adverse Effect” has occurred.




          2. Immediately prior to the initial borrowings under the Credit Facilities, no payment default
or payment event of default with respect to principal, interest or fees due to the lenders
thereunder shall have occurred and shall be continuing under the existing credit agreement of
MedAssets (without giving effect to any amendment or waiver thereunder after the date hereof).




          3. The Acquisition shall have been consummated, or substantially simultaneously with the
initial borrowing under the Senior Secured Facilities and the initial borrowing under the Bridge
Facility and/or the issuance of the Notes, shall be consummated, in all material respects in
accordance with the terms of the Purchase Agreement as in effect on the date hereof, without giving
effect to any modifications, amendments, consents or waivers by you thereto that are material and
adverse to the Lenders or the Joint Lead Arrangers (it being understood that (i) any change of the
amount of the Acquisition Consideration that is either (x) an increase in the aggregate Acquisition
Consideration or (y) a decrease in the aggregate Acquisition Consideration in excess of 7.5% of the
total value of the Acquisition Consideration shall, in each case, be deemed to be material and
adverse to the interest of the Lenders and the Joint Lead Arrangers and (ii) (x) any change of the
amount of the Acquisition Consideration that is a decrease in the aggregate Acquisition
Consideration that is less than or equal to 7.5% of the total value of the Acquisition
Consideration or (y) the consummation of any Required Divestiture, shall not be deemed material and
adverse to the interest of the Lenders and the Joint Lead Arrangers but the amount of such decrease
and the net cash proceeds from such Required Divestiture, respectively, shall reduce on a dollar
for dollar basis the aggregate amount of the commitments of the Initial Bridge Lenders (on a pro
rata basis in accordance with their respective commitment amounts and, in the case of a Required
Divestiture, only to the extent such Required Divestiture is consummated prior to the Closing Date)
in respect of the Bridge Facility), without the prior consent of the Joint Lead Arrangers.




          4. Substantially concurrently with the consummation of the Acquisition and the initial funding
under the Credit Facilities, the Refinancing shall have been consummated.




          5. The Joint Lead Arrangers shall have received (a) audited consolidated balance sheets of
MedAssets and the Company (or, so long as the Company has no significant assets, operations or
liabilities other than the equity interests of The Broadlane Group, Inc. (“BGI”), a Delaware
corporation and wholly owned direct subsidiary of the Company, BGI) respectively, and related
statements of income, changes in equity and cash flows of MedAssets






D-2









 







and the Company (or to the extent provided above, BGI) for the three most recently completed
fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance
sheets and related statements of income, changes in equity and cash flows of MedAssets and the
Company (or to the extent provided above, BGI), respectively, for each subsequent fiscal quarter
after December 31, 2009 ended at least 45 days before the Closing Date, in each case, prepared in
accordance with U.S. GAAP.




          6. The Joint Lead Arrangers shall have received a pro forma consolidated balance sheet and
related pro forma consolidated statement of income of MedAssets for the most recent fiscal year of
MedAssets referred to in Section 5(a) above and as of and for the interim and twelve-month period
ending on the last day of the most recently completed four-fiscal quarter period ended at least 45
days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a
fiscal year, ended at least 90 days before the Closing Date), prepared after giving effect to the
Transactions as if the Transactions had occurred as of such date (in the case of such balance
sheet) or at the beginning of such periods (in the case of such other financial statements), in
accordance with Regulation S-X but, in any event to include all adjustments reflected in the
MedAssets Model (including the run-rate cost savings identified therein) and such other adjustments
and deviations from Regulation S-X as may be reasonably agreed.




          7. With respect to the Senior Secured Facilities, subject in all respects to the Closing Date
Conditions Provision, all documents and instruments required to create and perfect the
Administrative Agent’s (as defined in Exhibit B) security interest in the Collateral (as defined in
Exhibit B) shall have been executed and delivered and, if applicable, be in proper form for filing.




          8. The Administrative Agent and the Joint Lead Arrangers shall have received all documentation
and other information about MedAssets and the Guarantors as has been reasonably requested in
writing at least 10 days prior to the Closing Date by the Administrative Agent or the Joint Lead
Arrangers that they reasonably determine is required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation
the PATRIOT Act.




          9. With respect to the Senior Secured Facilities, the Joint Lead Arrangers shall have had a
period of not less than 20 consecutive business days (provided that such period shall either end
prior to December 18, 2010 or commence following January 3, 2011) after completion of a customary
confidential information memorandum with respect to the Senior Secured Facilities to market and
syndicate the Senior Secured Facilities. With respect to the Bridge Facility, (a) you shall have
provided to the Investment Bank (as defined in the Fee Letter) not later than 20 business days
(unless a shorter period is reasonably acceptable to the Investment Bank) prior to the Closing Date
(i) a completed customary offering memorandum suitable for use in a customary “high yield road
show” relating to the Notes (collectively, the “Offering Document”) and in customary form for
offering memoranda used in Rule 144A offerings, including discussion of the Borrower, financial
statements, pro forma financial statements and other financial data of the type and form
customarily included in offering memoranda (other than consolidating and other financial statements
and data with respect to guarantor and non-guarantor subsidiaries), and all other data that would
be necessary for the Investment Bank to receive customary “comfort” from independent accountants in
connection






D-3









 







with the offering of the Notes and (ii) drafts of customary comfort letters by auditors of the
Borrower which such auditors are prepared to issue upon completion of customary procedures, each in
form and substance customary for high yield debt securities offerings and (b) the Investment Bank
shall have been afforded a period of at least 20 consecutive business days (unless a shorter period
is reasonably acceptable to the Investment Bank) (provided that such period shall either end prior
to December 18, 2010 or commence following January 3, 2011) following receipt of the Offering
Documents including the information described in clause (a) to seek to place the Notes with
qualified purchasers thereof.




          10. With respect to (1) the Senior Secured Facilities or (2) the Bridge Facility, the closing
of such Credit Facilities shall have occurred on or before the Expiration Date.




          11. Immediately after giving effect to the Transactions, the ratio of consolidated total
indebtedness (excluding for this purpose the Deferred Payment Obligation) of the Borrower as of the
Closing Date to pro forma Consolidated EBITDA of the Borrower for the most recent four fiscal
quarter period for which financial statements have been delivered (with those pro forma adjustments
permitted by Regulation S-X and, without duplication, (x) anticipated pro forma cost savings of up
to $20.0 million expected to be realized on a “run rate” basis not later than the later to occur of
(A) December 31, 2011 and (y) the one year anniversary of the Closing Date and identified in the
MedAssets Model, (y) add backs for non-recurring severance and restructuring charges in connection
with the Transactions of up to $20.0 million which otherwise reduced Consolidated EBITDA for the
applicable four quarter period and (z) the appropriate adjustments to reflect the effects of any
Required Divestiture whether or not consummated prior to the Closing Date) shall be not greater
than 5.5 to 1.0; provided that it is understood and agreed that MedAssets may reduce the amount of
the Credit Facilities by up to $75.0 million from the maximum committed amounts pursuant to the
Commitment Letter in order to facilitate the satisfaction of this condition.




          12. The Borrower shall have obtained at least 20 business days prior to the Closing Date,
ratings for Credit Facilities and the Notes from each of S&P and Moody’s and a public corporate
credit rating and a public corporate family rating in respect of each of the Borrower and the
Company after giving effect to the Transactions from each of S&P and Moody’s, respectively.




          13. The execution and delivery of (i) the Senior Secured Facilities Documentation and, if
applicable, the Bridge Facilities Documentation (collectively, the “Facilities Documentation”)
which shall, in each case, be consistent with the Commitment Letter, Term Sheets and Fee Letter and
subject to the Closing Date Conditions Provision set forth in the Commitment Letter and (ii)
customary legal opinions, customary evidence of authorization, customary officer’s certificates,
good standing certificates (to the extent applicable) and a solvency certificate of the Borrower’s
chief financial officer (certifying that, after giving effect to the Transactions, the Borrower and
its subsidiaries on a consolidated basis are solvent) in form reasonably satisfactory to the Joint
Lead Arrangers.




          14. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable
out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter,
to the extent invoiced at least three business days prior to the Closing Date,






D-4









 







shall, upon the initial borrowing under the Credit Facilities, have been paid (which amounts
may be offset against the proceeds of the Credit Facilities).





D-5