FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

FIFTH AMENDMENT

TO CREDIT AND GUARANTY AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this "Amendment" ) is dated as of December 15, 2008 and is entered into by and among AMERIGROUP CORPORATION , a Delaware corporation ( "Borrower" ), certain subsidiaries of Borrower, as Guarantors, the Lenders listed on the signature pages hereto, WACHOVIA CAPITAL MARKETS, LLC ( "Wachovia Capital Markets" ), as Joint Lead Arranger and Joint Bookrunner, GOLDMAN SACHS CREDIT PARTNERS L.P. ( "GSCP" ), as Joint Lead Arranger, Joint Bookrunner (GSCP and Wachovia Capital Markets in such capacities, the "Arrangers" ), and as Syndication Agent (in such capacity, "Syndication Agent" ), and WACHOVIA BANK, NATIONAL ASSOCIATION , as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent" ) and as Issuing Bank (together with its permitted successor in such capacity, "Issuing Bank" ), and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of March 26, 2007 (as amended through the date hereof, the "Credit Agreement" ) by and among Borrower, the subsidiaries of Borrower named therein, Lenders, Arrangers, Syndication Agent, Issuing Bank and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Credit Parties have requested that Requisite Lenders and Issuing Bank agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, subject to certain conditions, Requisite Lenders and Issuing Bank are willing to agree to such amendment relating to the Credit Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

A. Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following defined terms:

"Base Rate" means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (iii) the Adjusted Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be calculated on a daily basis in a manner consistent with the definition of Adjusted Eurodollar Rate. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Base Rate shall be determined without regard to clause (ii) above, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the opening of business on the date of such change."

"Eligible Assignee" means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an "accredited investor" (as defined in Regulation D under the Securities Act) and which extends credit or buys loans, (iii) any other Person (other than a natural person) approved by the Administrative Agent, the Issuing Bank, and, in the absence of an Event of Default, the Borrower (each such approval not to be unreasonably withheld or delayed), and (iv) solely for purposes of any purchases of Term Loans in accordance with Section 10.6(i) of this Agreement, the Borrower; provided , other than as set forth in clause (iv) of this definition, neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall be an Eligible Assignee."

B. Section 1.1 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:

"Borrower Assignment Agreement" means with respect to any assignment to the Borrower pursuant to Section 10.6(i) hereof, an Assignment and Assumption Agreement substantially in the form of Exhibit M, with such amendments or modifications as may be approved by Administrative Agent and the Borrower.

"Borrower Assignment Effective Date" as defined in Section 10.6(i)(iv).

"Borrower Loan Purchase" means any purchase of the Term Loans by the Borrower pursuant to Section 10.6(i).

"Clearing Price" as defined in the Offer Document.

"Expiration Time" as defined in the Offer Document.

"Fifth Amendment Closing Date" means December 15, 2008.

"Maximum Offer Amount" as defined in the Offer Document.

"Maximum Permitted Offer" as defined in Section 10.6(i)(i).

"Maximum Purchase Price" as defined in the Offer Document.

"Offer" as defined in Section 10.6(i)(i).

"Offer Document" means a Notice of an Offer to Purchase by the Borrower, together with all attachments thereto, all in the form of Exhibit N, as the same may be amended or modified from time to time.

"Purchase Notice" as defined in Section 10.6(i)(i).

C. Section 2.14(e)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(i) In the event that there shall be Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2007; provided that for the Fiscal Year ending December 31, 2007 only, the calculation of Excess Cash Flow under this Section 2.14(d)(i) shall include only the third and fourth fiscal quarters of 2007), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans and any purchases, repayments, retirements or cancellation of Term Loans in an amount equal to the actual amount paid in cash for such purchases, repayments, retirements or cancellation of Term Loans in accordance with Section 10.6(i) hereof (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.2(a) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans and any purchases, repayments, retirements or cancellation of Term Loans in an amount equal to the actual amount paid in cash for such purchases, repayments, retirements or cancellation of Term Loans in accordance with Section 10.6(i) hereof (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments)."

D. Section 2.17 of the Credit Agreement is hereby amended by adding the following new sentence at the conclusion thereof:

"The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Term Loans or other Obligations owed to it (including, without limitation, pursuant to Section 10.6)."

E. Section 6.1 of the Credit Agreement is hereby amended by:

(a) deleting "and" at the end of Section 6.1(s);

(b) replacing the period at the end of Section 6.1(t) with "; and";

(c) inserting a new Section 6.1(u) immediately after Section 6.1(t) as follows:

"(u) Liens on certain cash collateral required to be deposited in order to cash collateralize Indebtedness permitted by Section 6.3(o)."

F. Section 6.2(k) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(k) Permitted Acquisitions, the consideration for which constitutes (i) less than $40,000,000 in the aggregate in any Fiscal Year, and (ii) less than $100,000,000 in the aggregate from the Fifth Amendment Closing Date to the date of determination;"

G. Section 6.3 of the Credit Agreement is hereby amended by:

(a) deleting "and" at the end of Section 6.3(m);

(b) replacing the period at the end of Section 6.3(n) with "; and"; and

(c) inserting a new Section 6.3(o) immediately after Section 6.3(n) as follows:

"(o) secured Indebtedness of Borrower or any of its Subsidiaries consisting of letters of credit in an aggregate principal amount of up to $30,000,000 at any time outstanding."

H. Section 6.6(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(ii) the Borrower may (x) during any Fiscal Year, make Restricted Junior Payments of up to $20,000,000 plus 50% of the Borrower Net Income (or, if Borrower Net Income is negative, 100% of the Borrower Net Income) for the prior Fiscal Year (it being agreed that any charges related to the Judgment or any settlement thereof (not to exceed the size of the Credit Facilities) shall be excluded from the calculation of Borrower Net Income in this Section 6.6(ii)(x)) plus only with respect to Restricted Junior Payments made within the six month period beginning on the Fifth Amendment Closing Date, up to 50% of the $50,000,000 aggregate amount provided in the following clause (y) not used in such six month period for the purchase of Convertible Senior Notes and (y) within six months after the Fifth Amendment Closing Date, purchase Convertible Senior Notes and warrants related thereto in an aggregate amount not to exceed $50,000,000, so long as, in the case of any Restricted Junior Payment made pursuant to this clause (ii), (a) no Default or Event of Default shall have occurred and be continuing at the time of such payment or exist immediately after giving effect thereto and (b) the Borrower shall have delivered to the Administrative Agent a compliance certificate signed by an Authorized Officer demonstrating compliance with the financial covenants hereunder and a Minimum Liquidity of not less than $100,000,000, in each case, after giving effect to the subject Restricted Junior Payment and reaffirming that the representations and warranties made hereunder are true and complete in all material respects as of such date; provided , however , that (A) the Minimum Liquidity condition shall not apply to any distribution in the form of cash settlements with respect to either the Spread Overlay Agreements in accordance with the terms thereof or the early conversion of the Convertible Senior Notes in accordance with the terms thereof and (B) the Minimum Liquidity condition shall only apply to Restricted Junior Payments (other than those described in the preceding clause (A)) in excess of an aggregate amount of $20,000,000 of such Restricted Junior Payments made pursuant to this clause (ii),"

I. Section 6.7(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(d) Except in connection with a refinancing or refunding permitted hereunder, make any prepayment, redemption, defeasance or acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of any Indebtedness (other than the purchase of Convertible Senior Notes and warrants related thereto as permitted under Section 6.6, the Indebtedness under the Credit Documents and intercompany Indebtedness permitted hereunder) other than regularly scheduled payments of principal and interest on such Indebtedness."

J. Section 6.18 of the Credit Agreement is hereby amended by inserting the following proviso at the conclusion thereof:

"; provided further , however , that the purchase of Convertible Senior Notes and warrants related thereto as permitted under Section 6.6 and any amendments to Interest Rate Agreements related to the purchase of such Convertible Senior Notes are expressly permitted hereunder."

K. Section 10.6(c) of the Credit Agreement is hereby amended by:

(a) deleting "and" at the end of Section 10.6(c)(i);

(b) replacing the period at the end of Section 10.6(c)(ii) with "; and";

(c) inserting a new Section 10.6(c)(iii) immediately after Section 10.6(c)(ii) as follows:

"(iii) to any Person meeting the criteria of clause (iv) of the definition of the term "Eligible Assignee" upon the giving of prompt notice to Administrative Agent."

L. Section 10.6 of the Credit Agreement is hereby amended by inserting a new Section 10.6(i) immediately after the end of Section 10.6(h) as follows:

"(i) Certain Permitted Term Loan Purchases . Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the proceeds of Revolving Loans are not used for any Borrower Loan Purchases otherwise permitted under this Section 10.6(i), the Borrower may purchase outstanding Term Loans on the following basis:

(i) At any time prior to December 31, 2009, the Borrower may notify the Administrative Agent in the form of Exhibit O hereto (each, a "Purchase Notice" ) that it wishes to make one or more offers to Lenders to purchase the Term Loans pursuant to the Offer Document (each, an "Offer" ) in an aggregate amount specified by the Borrower, with such Offer to be consummated pursuant to the terms of the Borrower Assignment Agreement. The Borrower shall have the right, in accordance with the procedures in the Offer Document, to purchase the Term Loans, for cash, at a purchase price determined in accordance with the Offer set forth in the Offer Document; provided that no Offer in accordance with the terms of this Section 10.6(i) shall be (A) less than $5,000,000 in aggregate principal amount of the outstanding Term Loans for each Offer undertaken by the Borrower (or such lesser amount as shall constitute the aggregate unused amount of the Maximum Permitted Offer), and (B) more than the aggregate principal amount of the outstanding Term Loans for all Offers undertaken by the Borrower (the "Maximum Permitted Offer" ); and provided further that, each assignment of Term Loans pursuant to this Section 10.6(i)(i) shall be in an aggregate amount of not less than $500,000 (or such lesser amount (x) as may be agreed to by Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans of the assigning Lender, or (z) as shall constitute the aggregate pro rata share of the Term Loans of the assigning Lender in the event of pro ration as contemplated in the Offer Document).

(ii) In connection with any assignment pursuant to Section 10.6(i), each of the assigning Lender and the Borrower in its capacity as purchaser of the tendered Term Loans acknowledges as of the Borrower Assignment Effective Date that (i) the Borrower Loan Purchase and the assignment are in accordance with the terms of Section 10.6(i), (ii) the other party to the Borrower Assignment Agreement currently may have, and later may come into possession of, information regarding the Credit Documents or the Credit Parties that is not known to it and that may be material to a decision to enter into the Borrower Assignment Agreement ( "Excluded Information" ), (iii) it has independently and without reliance on the other party made its own analysis and determined to enter into the Borrower Assignment Agreement and to consummate the transactions contemplated thereby notwithstanding its lack of knowledge of the Excluded Information and (iv) the other party shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information in connection with such assignment; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in the Standard Terms and Conditions set forth in the Borrower Assignment Agreement. Each of the assigning Lender and the Borrower in its capacity as purchaser of the tendered Term Loans further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

(iii) The Borrower acknowledges and agrees that it will make payment of the purchase price for Term Loans accepted for payment pursuant to the Offer Documents by transmitting funds directly to the assigning Lender in accordance with the terms of the Offer Document.

(iv) Assignment of any Borrower Loan Purchases shall be effective upon recordation in the Register (in the manner set forth below) by the Administrative Agent following receipt of a fully executed Borrower Assignment Agreement effecting the assignment thereof (as provided in Section 10.6(d)). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by the Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the "Borrower Assignment Effective Date." The provisions of Section 10.6(b) shall not be applicable to any Borrower Loan Purchases consummated pursuant to Section 10.6(i).

(v) No Borrower Loan Purchase pursuant to this Section 10.6(i) shall be deemed to be a voluntary prepayment pursuant to Section 2.13, Section 2.14, Section 2.15, Section 2.16 or Section 2.17 hereunder.

(vi) Following a Borrower Loan Purchase, no interest shall accrue from and after the Borrower Assignment Effective Date on any Term Loans purchased by the Borrower and such purchased Term Loans shall be deemed cancelled or retired for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Credit Documents (notwithstanding any provisions herein or therein to the contrary), including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document, (C) the providing of any rights to the Borrower as a Lender under this Agreement or any other Credit Document, (D) the determination of Requisite Lenders, (E) the calculation of the financial covenants set forth in Section 6.15, or for any similar or related purpose, under this Agreement or any other Credit Document.

(vii) The Lenders hereby consent to the transactions described in this Section 10.6(i) and waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.13, 2.15, 2.16, 2.17 and 10.6 (other than Section 10.6(i))) and any other Credit Document that might otherwise result in a breach of this Agreement, a Default or an Event of Default as a result of or in connection with the consummation of any Borrower Loan Purchase.

(viii) The provisions of this Section 10.6(i) shall not require the Borrower to undertake and consummate any Offer; provided that to the extent the Borrower undertakes to consummate any Offer, it shall purchase the principal amount of all validly tendered Term Loans at or below the Clearing Price up to the Maximum Offer Amount. Notwithstanding anything herein to the contrary, to the extent the Borrower terminates, cancels or withdraws any Offer, it shall not be permitted to submit another Purchase Notice to the Administrative Agent for a period of ten consecutive Business Days."

M. The Exhibits to the Credit Agreement are hereby amended by adding the following new Exhibits thereto as set forth in Annex I attached hereto:

As consideration for the execution and delivery of this Amendment, the Borrower shall pay to Administrative Agent, for the ratable benefit of those Lenders who have executed and delivered this Amendment on or before the Fifth Amendment Effective Date (the " Consenting Lenders "), an amendment fee (the " Amendment Fee "), in an amount equal to the greater of (i) the product of (a) 0.25% multiplied by (b) the sum of (x) the aggregate Revolving Commitments then in effect plus (y) the aggregate Term Loans then outstanding, to be allocated among the Consenting Lenders based on their pro rata share of the sum of (A) aggregate Revolving Exposure of all Consenting Lenders plus (B) the aggregate Term Loan Exposure of all Consenting Lenders and (ii) such other amount agreed upon between the Borrower and Administrative Agent, which fee shall be non-refundable and fully earned and payable on the Fifth Amendment Effective Date.

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Fifth Amendment Effective Date" ):

A. Execution . Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties, the Requisite Lenders and Issuing Bank.

B. Necessary Consents and Other Documents. Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment and Administrative Agent and Lenders shall have received such other documents, information or agreements regarding the Credit Parties as Administrative Agent or Collateral Agent may reasonably request.

C. Fees and Expenses . The Borrower shall have paid to Administrative Agent, for the ratable benefit of the Consenting Lenders, the Amendment Fee in immediately available funds. The Borrower shall have paid, in each case to the extent invoiced prior to the Fifth Amendment Effective Date, all reasonable disbursements, fees and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable disbursements, fees and expenses of Latham & Watkins LLP, counsel for the Administrative Agent with respect thereto) in immediately available funds.

In order to induce Lenders and Issuing Bank to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects:

A. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects on and as of the Fifth Amendment Effective Date with respect to this Amendment and the Credit Agreement as amended by this Amendment to the same extent as though