exv10w1



 





Exhibit 10.1





AMENDMENT TO CONFIRMATION




         
THIS AMENDMENT (this “Amendment”) is made as of this 3rd day of April 2007, between Wells Fargo, National
Association (“Dealer”) and AMERIGROUP Corporation (“Issuer”).



        
	WHEREAS, Dealer and Issuer are parties to a Confirmation dated as of March 22, 2007 (the “Confirmation”) relating
to Warrants on shares of common stock (par value USD0.01 per share) of Issuer;



        
	WHEREAS, the parties wish to amend the Confirmation on the terms and conditions set forth in this Amendment;



        
	NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto agree as follows:



        
	Section 1.  Terms Used but Not Defined Herein.  Terms used but not defined herein shall have the respective meanings given to them in the Confirmation.



        
	Section 2.  Amendment to the Confirmation.




	 	 	 
	 

	(a)	The “Premium” under the Confirmation shall be USD25,662,000.
	 

	 	 


	 

	(b)	The “Number of Warrants” under Annex A shall be (i) 122,259 for
Components 1 through 36 and (ii) 122,260 for Components 37 through 50.








        
	Section 3. Representations and Warranties.



        
	Issuer represents and warrants to Dealer as follows:





	 	 	 
	 

	(a)	On the date of this Amendment, (A) none of Issuer and its officers and directors
is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed
by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered
as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any
earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of
a material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances in which they were made, not misleading.
	 

	 	 

	 

	(b)	Issuer is not entering into this Amendment to create actual or apparent trading activity
in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate
the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.








        
Each of Dealer and Issuer represents and warrants to the other as follows:





	 	 	 
	 

	(c)	Each of its respective representations and warranties set forth in the Agreement and
Section 7 of the Confirmation are true and correct and are hereby deemed to be repeated as if set forth herein.






        
	Section 4.  Effectiveness.  This Amendment shall become effective upon execution by the parties hereto.



        
	Section 5.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.



        
	Section 6.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.



        
	Section 7.  Effectiveness of Confirmation.  Except as amended hereby, all the terms of the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.














 





     
IN WITNESS WHEREOF, the parties have signed this Amendment as of the date and year first above written.



 


	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 /s/
Gordy
Holterman	 
	 	 	Name:  Gordy
Holterman	 	 
	 	 	Title:  Executive Vice
President	 
	 



	 	 	 	 	 
	Agreed and accepted by:	 	 
	 
	 	 	 	 
	AMERIGROUP CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 /s/ James W. Truess	 	 
	 

	 	 

Name: James W. Truess

Title: Executive Vice President and Chief Financial Officer