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Exhibit 10.17.7 AMENDMENT NO. 1 THIS AMENDMENT NO. 1 dated as of June 7, 2004 (this Amendment) of
that certain Credit Agreement referenced below is by and among AMERIGROUP
CORPORATION, a Delaware corporation (the Borrower), the Guarantors and
the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A.,
as Administrative Agent. Capitalized terms used but not otherwise defined
herein shall have the meanings provided in the Credit Agreement. WITNESSETH WHEREAS, a $95 million revolving credit facility has been established in
favor of the Borrower pursuant to the terms of that Amended and Restated
Credit Agreement dated as of October 22, 2003 (as amended and modified, the
Credit Agreement) among the Borrower, the Guarantors, the Lenders
identified therein, and Bank of America, N.A., as Administrative Agent; WHEREAS, the Borrower has requested certain modifications to the
terms of the Credit Agreement; and WHEREAS, the Lenders identified on the signature pages hereto have
agreed to the requested modifications on the terms and conditions set forth
herein; NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows: SECTION 1 Amendments to the Credit Agreement. The Credit
Agreement is hereby amended in the following respects: 1.1 Borrower Cash Flow. Clause (f) in definition of Borrower
Cash Flow is amended to read as follows:  minus (f) cash Investments made in members of the Consolidated
Group and Affiliates during such period (but excluding, in any
event, for purposes hereof, initial investments made in Domestic
Subsidiaries to finance the costs of acquisition and/or formation,
minimum net worth requirements, initial capital expenditures, transaction
costs and transition costs, in each case made within 90 days prior to or
after acquisition or formation), in each case determined on an
unconsolidated basis on the accrual basis of accounting in accordance
with GAAP. Except as otherwise expressly provided, the applicable period
shall be for the four consecutive fiscal quarters ending as of the date
of determination. 1.2 Fixed Charge Coverage Ratio. Section 8.15(b) is amended and
restated in its entirety to read as follows: (b) Fixed Charge Coverage Ratio. As of the end of each
fiscal quarter, permit the Fixed Charge Coverage Ratio for such
period to be less than 1.75 to 1.00. SECTION 2 Conditions Precedent. This Amendment shall be effective
immediately upon receipt by the Agent of all of the following, each in form
and substance satisfactory to the Administrative Agent: (a) counterparts of this Amendment duly executed by the Credit
Parties and the Required Lenders; and




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(b) an amendment fee, for the ratable benefit of each Lender
(including Bank of America) that consents to this Amendment on or before
June 4, 2004 (the Consenting Lenders) equal to five basis points
(0.05%) on the aggregate Revolving Commitments of the Consenting Lenders,
and any and all other fees due in connection herewith, which fees shall
be deemed fully earned and due and payable on the effective date of this
Amendment. SECTION 3 Miscellaneous. 3.1 The Credit Parties hereby affirm that, after giving effect to this
Amendment, the representations and warranties set forth in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects as of the date hereof (except those which expressly relate to an
earlier period). 3.2 Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including schedules and
exhibits thereto) shall remain in full force and effect. 3.3 The Borrower agrees to pay all reasonable costs and expenses
of the Administrative Agent in connection with the preparation, execution
and delivery of this Amendment, including the reasonable fees and expenses
of Moore & Van Allen, PLLC. 3.4 This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart. Delivery by any party hereto of an executed
counterpart of this Amendment by facsimile shall be effective as such partys
original executed counterpart and shall constitute a representation that such
partys original executed counterpart will be delivered. 3.5 This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of
New York. [remainder of page intentionally left blank] 2




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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first
above written. BORROWER:
    
    AMERIGROUP CORPORATION,
a Delaware corporationBy:
    
    /s/ Sherri LeeName:
    
    Sherri LeeTitle:
    
    Senior Vice President and TreasurerGUARANTORS:
    
    PHP HOLDINGS, INC.
a Florida corporationBy:
    
    /s/ Sherri LeeName:
    
    Sherri LeeTitle:
    
    Senior Vice President and TreasurerAGENT:
    
    BANK OF AMERICA, N.A., in its capacity as
Administrative Agent and Collateral AgentBy:
    
    /s/ Annie CuencoName:
    
    Annie CuencoTitle:
    
    Assistant Vice PresidentLENDERS:
    
    BANK OF AMERICA, N.A., in its capacity as Lender,
L/C  Issuer, Lender and Swing Line LenderBy:
    
    /s/ Joseph L. CorahName:Title:CIBC INC.By:
    
    /s/ George KnightName:
    
    George KnightTitle:
    
    Managing Director, CIBC World Markets Corp., as AgentCREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands BranchBy:
    
    /s/ Paul L. Colon
    
    Vanessa GomezName:
    
    Paul L. Colon
    
    Vanessa GomezTitle:
    
    Director
    
    AssociatesWACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Todd J. EagleName:
    
    Todd J. EagleTitle:
    
    Vice President
 AMERIGROUP CORPORATIONAMENDMENT NO. 1