FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

FOURTH AMENDMENT

TO CREDIT AND GUARANTY AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment” ) is dated as of November 30, 2007 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 term:

“‘Revolving Letter of Credit Sublimit’ means the lesser of (i) $50,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.”

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 Fourth Amendment Effective Date (the “ Consenting Lenders ”), an amendment fee in an amount equal to the product of (a) 0.10% multiplied by (b) the sum of (x) the aggregate Revolving Commitments then in effect plus (y) the aggregate Credit-Linked Commitments then in effect (the “ Amendment Fee ”), which fee is non-refundable and fully earned on the Fourth Amendment Effective Date, 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)&nb