**Exhibit10.1**

**FOURTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**

THISFOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ***“Amendment”***) isentered into as of March 22, 2007, among **UNIVERSALAMERICAN FINANCIAL CORP.**, a New York corporation (the ***“Borrower”***), the Banks party to theCredit Agreement (hereinafter defined) and **BANK OF AMERICA, N.A.**,as the Administrative Agent for the Banks.

TheBorrower, the Banks and the Administrative Agent are party to the Amended andRestated Credit Agreement dated as of May 28, 2004, as amended by theFirst Amendment to Amended and Restated Credit Agreement dated as of June 2,2005, the Waiver and Second Amendment to Amended and Restated Credit Agreementdated as of December 30, 2005 and the Third Amendment to Amended and restatedCredit Agreement dated as of November 29, 2006 (the **“*Credit Agreement*”**), andhave agreed, upon the following terms and conditions, to amend the CreditAgreement in certain respects. Accordingly, for valuable and acknowledged consideration, the Borrower,the Banks and the Administrative Agent agree as follows:

1.             **Terms andReferences**.  Unlessotherwise stated in this Amendment, (a) terms defined in the Credit Agreementhave the same meanings when used in this Amendment and (b) references to “***Sections***” are to the CreditAgreement’s sections.

2.             **Amendments.**

(a)           The definition of “TrustPreferred Securities” in Section 9 is amended to read in its entirety asfollows:

“TrustPreferred Securities” shall mean (i) the Floating Rate Junior SubordinatedDeferrable Interest Debentures issued by the Borrower pursuant to the Indenturedated as of December 4, 2002 (as amended, modified or supplemented fromtime to time), between the Borrower and State Street Bank and Trust Company ofConnecticut, National Association, as trustee, and the guaranty executed inconnection therewith, (ii) the Floating Rate Junior Subordinated DeferrableInterest Debentures issued by the Borrower pursuant to the Indenture dated asof March 27, 2003 (as amended, modified or supplemented from time to time),between the Borrower and Wells Fargo Bank, National Association, as trustee,and the guaranty executed in connection therewith, (iii) the Fixed/FloatingRate Junior Subordinated Deferrable Interest Debentures issued by the Borrowerpursuant to the Indenture dated as of May 15, 2003 (as amended, modified orsupplemented from time to time), between the Borrower and U.S. Bank NationalAssociation, as debenture trustee, and the guaranty executed in connectiontherewith, (iv) the Floating Rate Junior Subordinated Debt Securities issued bythe Borrower pursuant to the Indenture dated as of May 22, 2003 (asamended, modified or supplemented from time to time), between the Borrower andthe Wilmington Trust Company, as trustee, and the guaranty executed inconnection therewith, (v) the Floating Rate Junior Subordinated DeferrableInterest Debentures issued by the Borrower pursuant to the Indenture dated asof October 29, 2003 (as amended, modified or supplemented from time totime), between the Borrower and U.S. Bank National Association, as debenturetrustee, and the guaranty executed in connection therewith and (vi) anyfloating rate or fixed rate junior subordinated deferrable interest debenturesin an aggregate amount up to $100,000,000 (minus the

**Fourth****Amendment to**

**Amended and Restated Credit Agreement**

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aggregate net cash proceeds inexcess of $50,000,000 of any issuances on or after March 22, 2007 by theBorrower of its capital stock or other equity securities that is permitted bySection 7.15), issued by the Borrower on or after March 22, 2007 pursuant to anindenture and guaranty executed in connection therewith having terms (includingsubordination provisions, redemption or prepayment rights or obligations,tenor, deferral of interest rights, covenants and defaults) no less favorableto the Banks than those set forth in the Trust Preferred Securities describedin clause (i) preceding as such Trust Preferred Securities are in effect on theEffective Date.

(b)           Section 3.03(i)(d) is amended to read in its entirety as follows:

(d)           Not later than the Business Day following the date of the receiptthereof by the Borrower and/or any of its Subsidiaries, an amount equal to 100%(but 0% in the case of any Trust Preferred Securities issued on or after March22, 2007; provided that the net cash proceeds of such Trust PreferredSecurities are invested by the Borrower in the growth of the businesses of theBorrower and its Subsidiaries permitted hereunder and are not used to repayIndebtedness or to pay dividends on the capital stock of the Borrower or toredeem or purchase the capital stock of the Borrower) of the cash proceeds (netof underwriting discounts and commissions and other fees, costs and expensesincurred in connection therewith) of the incurrence of Indebtedness forborrowed money or evidenced by bonds, notes, debentures or similar instrumentsby the Borrower and/or any of its Subsidiaries (other than Indebtedness whichis permitted by Section 7.04 and is outstanding on the Effective Date andIndebtedness which is permitted by Section 7.04(k), whether or not outstandingon the Effective Date) shall be applied as a mandatory prepayment of theOutstanding Amount of the Term Loans.

(c)           Theword “and” before clause (iv) of Section 3.03(i)(e) and the words “shall beapplied as a mandatory prepayment of the Outstanding Amount of the Term Loans”at the end of clause (iv) of Section 3.03(i)(e) are deleted and a new clause(v), reading it its entirety as follows, is added to the end of Section3.03(i)(e):

and (v) up to $150,000,000(minus the aggregate amount of any Trust Preferred Securities issued on orafter March 22, 2007) of net cash proceeds from the issuance on or after March22, 2007 of shares of capital stock of the Borrower (provided that such netcash proceeds are invested by the Borrower in the growth of the businesses ofthe Borrower and its Subsidiaries permitted hereunder and are not used to repayIndebtedness or to pay dividends on the capital stock of the Borrower or toredeem or purchase the capital stock of the Borrower), shall be applied as amandatory prepayment of the Outstanding Amount of the Term Loans.

3.             **ConditionsPrecedent to Effectiveness of Amendment**.  This Amendment shall not be effective untilthe Administrative Agent receives: (a) counterparts of this Amendment executedby the Borrower, the Subsidiary Guarantors, the requisite Banks and theAdministrative Agent; (b) payment ofall expenses, including legal fees and expenses of counsel to theAdministrative Agent, incurred by the Administrative Agent in connection withthis Amendment, to the extent invoiced to the Borrower on or prior to the datehereof; and (c) such other agreements, documents, instruments and items as theAdministrative Agent may reasonably request, including, without limitation,documents evidencing the

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due authorization of the execution, delivery and performance by theBorrower and each of the Subsidiary Guarantors of this Amendment, theincumbency of the officer of the Borrower and each of the Subsidiary Guarantorsexecuting this Amendment, and any other matters relevant thereto.

4.             **Representations**.  TheBorrower represents and warrants to the Administrative Agent and theBanks as follows:  (a) the execution,delivery and performance by the Borrower of this Amendment and the CreditAgreement, as amended hereby, have been duly authorized by all necessarycorporate action; (b) all representations and warranties made or deemed made bythe Borrower in the Credit Documents are true and correct as of the datehereof, except to the extent that such representations and warranties expresslyrelate solely to an earlier date (in which case such representations andwarranties were true and accurate on and as of such earlier date) and exceptfor changes in factual circumstances not prohibited by the Credit Agreement;and (c) no Default or Event of Default has occurred and is continuing as of thedate hereof.

5.             **Effect of Amendment**.  This Amendment is a Credit Document.  Except as expressly modified and amended bythis Amendment, all of the terms, provisions and conditions of the CreditDocuments shall remain unchanged and in full force and effect.  If any part of this Amendment is for anyreason found to be unenforceable, all other portions of it shall neverthelessremain enforceable.  The Credit Documentsand any and all other documents heretofore, now or hereafter executed anddelivered pursuant to the terms of the Credit Agreement are hereby amended sothat any reference to the Credit Agreement shall mean a reference to the CreditAgreement as amended hereby.

6.             **Expenses****.**  TheBorrower shall pay all reasonable fees and expenses paid or incurred by theAdministrative Agent incident to this Amendment, including, without limitation,the reasonable fees and expenses of the Administrative Agent’s counsel inconnection with the negotiation, preparation, delivery and execution of thisAmendment and any related documents.

7.             **Governing Law****.**  ThisAmendment shall be governed by and construed in accordance with and be governedby the laws of the State of New York, without regard to conflict of lawsprinciples.

8.             **Counterparts****.**  ThisAmendment may be executed in any number of counterparts and by the partieshereto in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which taken together shallconstitute one and the same instrument.

9.             **ENTIRETY****.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THEOTHER CREDIT DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES ANDSUPERCEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THESUBJECT MATTER HEREOF.  THESE CREDITDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.**

10.           **Parties****.**  This Amendment binds and inures to thebenefit of the Borrower, the Subsidiary Guarantors, the Administrative Agent,the Banks and their respective permitted successors and assigns.

***[REMAINDER OF PAGE INTENTIONALLY BLANK.***

***SIGNATURE PAGES FOLLOW.]***

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certain Banksparty thereto.
|            | **UNIVERSAL AMERICAN FINANCIAL CORP.,**  as  the Borrower |
|------------|-----------------------------------------------------------|
| ** ** | ** **                                                |
| ** ** | ** **                                                |
|       | By:                                                       | /s/ Robert A.  Waegelein |   |
|       |                                                      | Robert Waegelein, Executive Vice President and  Chief Financial Officer |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **BANK OF  AMERICA, N.A.**, as a  Bank |
|------------|----------------------------------------|
| ** ** | ** **                             |
| ** ** | ** **                             |
|       | By:                                    |   | /s/ Joseph L. Corah |   |
|       |                                   | Name: | Joseph  L. Corah |
|       |                                   | Title: | Senior  Vice President |
|       |                                   |   |   |
|       |                                   |   |   |
|            | ACKNOWLEDGED:                          |
| ** ** | **BANK OF  AMERICA, N.A.**, as  the    |
| ** ** | Administrative Agent                   |
| ** ** |                                   |
| ** ** | ** **                             |
|       | By:                                    |   | /s/ Amir Saleem |   |
|       |                                   | Name: | Amir Saleem |
|       |                                   | Title: | Vice President |
|            |                                        |  |  |  |  |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **LASALLE BANK, N.A.**,  as a Bank |
|------------|------------------------------------|
| ** ** | ** **                         |
| ** ** | ** **                         |
|       | By:                                |   | /s/ Andrew C. Haak |   |
|       |                               | Name: | Andrew C. Haak |
|       |                               | Title: | Senior Vice President |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **ING CAPITAL LLC**,  as a Bank |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By:                             |   | /s/ Mark R. Newsome |   |
|       |                            | Name: | Mark R. Newsome |
|       |                            | Title: | Director |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **SUNTRUST BANK**, as  a Bank |
|------------|-------------------------------|
| ** ** | ** **                    |
| ** ** | ** **                    |
|       | By:                           |   | /s/ Christine E. Moss |   |
|       |                          | Name: | Christine E. Moss |
|       |                          | Title: | First Vice President |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **RAYMOND JAMES BANK, FSB**,  as a Bank |
|------------|-----------------------------------------|
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | By:                                     |   | /s/ Joseph A Ciccolini |   |
|       |                                    | Name: | Joseph A. Ciccolini |
|       |                                    | Title: | Vice President - Senior Corporate  Banker |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **DENALI CAPITAL LLC, managing member  of DC  Funding Partners LLC, portfolio manager for  DENALI CAPITAL CLO III LTD**, or an affiliate |
|------------|------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                               |
| ** ** | ** **                                                                                                                               |
|       | By:                                                                                                                                      |   | /s/ John P. Thacker |   |
|       |                                                                                                                                     | Name: | John P. Thacker |
|       |                                                                                                                                     | Title: | Chief Credit Officer |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **DENALI CAPITAL LLC, managing member  of DC  Funding Partners LLC, portfolio manager for  DENALI CAPITAL CLO IV LTD**, or an affiliate |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                              |
| ** ** | ** **                                                                                                                              |
|       | By:                                                                                                                                     |   | /s/ John P. Thacker |   |
|       |                                                                                                                                    | Name: | John P. Thacker |
|       |                                                                                                                                    | Title: | Chief Credit Officer |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **GULF STREAM - COMPASS CLO 2002-1  LTD**, as a  Bank |
|------------|-------------------------------------------------------|
| ** ** | ** **                                            |
|       | By:                                                   | Gulf Stream Asset  Management LLC, as |
|       | Collateral Manager                                    |
| ** ** | ** **                                            |
|       | By:                                                   |   | /s/ Mark B. Mahoney |   |
|       |                                                  | Name: | Mark B. Mahoney |
|       |                                                  | Title: | Manager |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **GULF STREAM - COMPASS CLO 2004-1  LTD**, as a  Bank |
|------------|-------------------------------------------------------|
| ** ** | ** **                                            |
|       | By:                                                   | Gulf Stream Asset  Management LLC, as |
|       | Collateral Manager                                    |
| ** ** | ** **                                            |
|       | By:                                                   |   | /s/ Mark B. Mahoney |   |   |
|       |                                                  | Name: | Mark B. Mahoney |
|       |                                                  | Title: | Manager |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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Signature Page to thatcertain Fourth Amendment to Amended and Restated Credit Agreement dated as ofthe date first set forth above, among Universal American Financial Corp., asthe Borrower, Bank of America, N.A., as the Administrative Agent, and certainBanks party thereto.
|            | **GULF STREAM - COMPASS CLO 2005-2  LTD**, as a  Bank |
|------------|-------------------------------------------------------|
| ** ** | ** **                                            |
|       | By:                                                   | Gulf Stream Asset  Management LLC, as |
|       | Collateral Manager                                    |
| ** ** | ** **                                            |
|       | By:                                                   |   | /s/ Mark B. Mahoney |   |
|       |                                                  | Name: | Mark B. Mahoney |
|       |                                                  | Title: | Manager |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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To induce theAdministrative Agent and the Banks to enter into this Amendment, theundersigned consent and agree (a) to its execution and delivery and terms andconditions thereof, (b) that this document in no way releases, diminishes,impairs, reduces, or otherwise adversely affects any Liens, SubsidiaryGuaranties, assurances, or other obligations or undertakings of any of theundersigned under any Credit Documents, and (c) that this Amendment binds eachof the undersigned and its successors and permitted assigns and inures to thebenefit of the Administrative Agent, the Banks, and their respective successorsand permitted assigns.
| **WORLDNET SERVICES CORP.,**as a  Guarantor                     | **HERITAGE HEALTH SYSTEMS OF TEXAS,  INC.**, as a Guarantor |
|-----------------------------------------------------------------|-------------------------------------------------------------|
|                                                            |                                                        |   |   |
|                                                            |                                                        |   |   |
| By:                                                             |                                                        | /s/ Robert A. Waegelein |   | By: |   | /s/  Theodore M. Carpenter, Jr. |   |
|                                                            | Name:                                                       | Robert A. Waegelein |   | Name: | Theodore  M. Carpenter, Jr. |
|                                                            | Title:                                                      | Chief Financial Officer |   | Title: | President |
|                                                            |                                                        |   |   |   |   |
|                                                            |                                                        |   |   |   |   |
| **UNIVERSAL AMERICAN FINANCIAL  SERVICES, INC.,**as a Guarantor | **HHS TEXAS MANAGEMENT, INC.**,  as a  Guarantor            |
| ** **                                                      |                                                        |
| ** **                                                      |                                                        |
| By:                                                             |                                                        | /s/ Robert A. Waegelein |   | By: |   | /s/  Steven C. Holman |   |
|                                                            | Name:                                                       | Robert A. Waegelein |   | Name: | Steven  C. Holman |
|                                                            | Title:                                                      | President |   | Title: | Secretary |
|                                                            |                                                        |   |   |   |   |
|                                                            |                                                        |   |   |   |   |
| **QUINCY COVERAGE CORPORATION,**as  a  Guarantor                | **CHCS SERVICES INC.**,  as a Guarantor                     |
| ** **                                                      |                                                        |
| ** **                                                      |                                                        |
| By:                                                             |                                                        | /s/ Robert A. Waegelein |   | By: |   | /s/  Robert A. Waegelein |   |
|                                                            | Name:                                                       | Robert A. Waegelein |   | Name: | Robert  A. Waegelein |
|                                                            | Title:                                                      | President |   | Title: | Executive  Vice President |
|                                                            |                                                        |   |   |   |   |
|                                                            |                                                        |   |   |   |   |
| **HERITAGE HEALTH SYSTEMS, INC.,**as  a  Guarantor              |                                                        |
| ** **                                                      |                                                        |
| ** **                                                      |                                                        |
| By:                                                             |                                                        | /s/ Steven C. Holman |   |   |   |   |   |
|                                                            | Name:                                                       | Steven C. Holman |   |   |   |
|                                                            | Title:                                                      | Assistant Secretary |   |   |   |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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| **PSO MANAGEMENT OF TEXAS, LLC**, as a  Guarantor | **HHS TEXAS MANAGEMENT, L.P.**,  as a  Guarantor |
|---------------------------------------------------|--------------------------------------------------|
| ** **                                        |                                             |
|                                              |                                             |   |   | By: | **HHS Texas Management, Inc.**,  its |
| By:                                               |                                             | /s/  Steven C. Holman |   |   | general partner |
|                                              | Name:                                            | Steven  C. Holman |   |   |   |   |   |
|                                              | Title:                                           | Vice  President |   |   |   |   |   |
|                                              |                                             |   |   |   | By: |   | /s/  Steven C. Holman |   |
|                                              |                                             |   |   |   | Name: | Steven  C. Holman |
|                                              |                                             |   |   |   | Title: | Secretary |
|                                                   |                                                  |  |  |  |  |  |  |  |

 

**Signature Page to Fourth Amendment to Amended andRestated Credit Agreement**

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