0001193125-12-012080 Sample Contracts

AMERIGROUP Corporation Underwriting Agreement
Underwriting Agreement • January 13th, 2012 • Amerigroup Corp • Hospital & medical service plans • New York

AMERIGROUP Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of $75,000,000 in principal amount of its 7.5% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to that certain indenture (the “Base Indenture”), dated as of November 16, 2011, that was entered into between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and filed as Exhibit 4.2 to the Registration Statement, as supplemented by the first supplemental indenture (the “First Supplemental Indenture”) between the Company and the Trustee dated as of November 16, 2011. The Base Indenture and the First Supplemental Indenture are referred to herein collectively as the “Indenture”.

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