Guaranty – on Credit Agreement – Gentiva Health Services Inc.

GUARANTY

GUARANTY AGREEMENT (this “Guaranty“), dated as of
August 17, 2010, by and among the Persons listed on the signature pages hereof
under the caption “Guarantors,” any additional Persons that may become
Guarantors hereunder pursuant to a duly executed joinder agreement in the form
attached as Exhibit A hereto (each an “Additional Guarantor,”
collectively, the “Additional Guarantors” and together with the
Guarantors as of the date hereof, the “Guarantors” and each, a
“Guarantor“) and Bank of America, N.A., as administrative agent (in such
capacity, the “Administrative Agent“) for the Secured Parties (as defined
in the Credit Agreement referred to below).

Reference is made to that certain Credit Agreement, dated as of August 17,
2010 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement“), by and among Gentiva
Health Services, Inc. a Delaware corporation (the “Borrower“), each
lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender“) and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not defined
herein (including, without limitation, the term “Obligations,” as used in
Section 1 and elsewhere herein) are used with the meanings assigned to
such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrower, and the L/C Issuer has
agreed to issue Letters of Credit for the account of the Borrower or its
Subsidiaries, in each case pursuant to, and upon the terms and subject to the
conditions specified in, the Credit Agreement. Each Guarantor is a Subsidiary of
the Borrower and acknowledges that it has derived and will derive substantial
benefit from the making of the Loans by the Lenders to the Borrower and the
issuance of the Letters of Credit by the L/C Issuer for the account of the
Borrower or its Subsidiaries. As consideration therefor and in order to induce
the Lenders to make Loans and the L/C Issuer to issue Letters of Credit, each
Guarantor is willing to execute this Guaranty.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guaranty. Each Guarantor hereby absolutely and
unconditionally, jointly and severally, guarantees, as a guaranty of payment and
performance and not merely as a guaranty of collection, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand or
otherwise, and at all times thereafter, of any and all of the Obligations,
whether for principal, interest, premiums, fees, indemnities, damages, costs,
expenses or otherwise, of the Borrower to the Secured Parties, and whether
arising hereunder or under any other Loan Document, any Secured Cash Management
Agreement or any Secured Hedge Agreement (including all renewals, extensions,
amendments and other modifications thereof and all reasonable and documented
costs, attorneys153 fees and expenses of one outside counsel, one local counsel in
each relevant jurisdiction and one regulatory counsel incurred by the Secured
Parties in connection with the collection or enforcement thereof). The
Administrative Agent153s books and records showing the amount of the Obligations
shall be admissible in evidence in any action or proceeding, and shall be
binding upon each Guarantor, and conclusive (absent manifest error) for the
purpose of establishing the amount of the Obligations. This Guaranty shall not
be affected by the genuineness, validity, regularity or enforceability of the
Obligations

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or any instrument or agreement evidencing any Obligations, or by the
existence, validity, enforceability, perfection, non-perfection or extent of any
collateral therefor, or by any fact or circumstance relating to the Obligations
which might otherwise constitute a defense to the obligations of the Guarantors
under this Guaranty, and each Guarantor hereby irrevocably waives any defenses
(other than the defense of payment and the benefit of any statute of
limitations) it may now have or hereafter acquire in any way relating to any or
all of the foregoing. It is agreed that the occurrence of any one or more of the
following shall not alter or impair the liability of the Guarantors hereunder
which shall remain absolute and unconditional under any and all circumstances as
described above:

(a) at any time or from time to time, without notice to the Guarantors, the
time for any performance of or compliance with any of the Obligations shall be
extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of the Loan Documents,
if any, or any other agreement or instrument referred to herein or therein shall
be done or omitted;

(c) the maturity of any of the Obligations shall be accelerated, or any of
the Obligations shall be amended in any respect, or any right under the Loan
Documents or any other agreement or instrument referred to herein or therein
shall be amended or waived in any respect or any other guarantee of any of the
Obligations or any security therefor shall be released or exchanged in whole or
in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, the L/C Issuer
or any Lender or the Administrative Agent as security for any of the Obligations
shall fail to be perfected; or

(e) the release of any other Guarantor.

This Guaranty shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to any right of offset with respect to the
Obligations at any time or from time to time held by Secured Parties, and the
obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at any
time of any right or remedy against the Borrower or against any other person
which may be or become liable in respect of all or any part of the Obligations
or against any collateral security or guarantee therefor or right of offset with
respect thereto. This Guaranty shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the Guarantors
and the successors and permitted assigns thereof, and shall inure to the benefit
of the Secured Parties, and their respective successors and permitted assigns,
notwithstanding that from time to time during the term of this Guaranty there
may be no Obligations (other than unmatured contingent indemnification
obligations) outstanding.

SECTION 2. Remedies. The Guarantors, jointly and severally, agree
that, as between the Guarantors and the Lenders, the Obligations, if any, may be
declared to be forthwith due and payable (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section
8.01 of the Credit Agreement) for purposes of Section 1,
not-withstanding

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any stay, injunction or other prohibition preventing such declaration (or
such obligations from becoming automatically due and payable) as against the
Borrower and that, in the event of such declaration (or such obligations being
deemed to have become automatically due and payable), such obligations (whether
or not due and payable by the Borrower) shall forthwith become due and payable
by the Guarantors for purposes of Section 1.

SECTION 3. Instrument for the Payment of Money. Each Guarantor
hereby acknowledges that this Guaranty constitutes an instrument for the payment
of money, and consents and agrees that any Lender or the Administrative Agent,
at its sole option, in the event of a dispute by such Guarantor in the payment
of any moneys due hereunder, shall have the right to bring a motion-action under
New York CPLR Section 3213.

SECTION 4. Rights of Lenders. Each Guarantor consents and agrees
that the Secured Parties may, at any time and from time to time, without notice
or demand, and without affecting the enforceability or continuing effectiveness
hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
change the time for payment or the terms of the Obligations or any part thereof;
(b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or
otherwise dispose of any security for the payment of this Guaranty or any
Obligations; (c) apply such security and direct the order or manner of sale
thereof as the Administrative Agent, the L/C Issuer and the Lenders in their
sole discretion may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Obligations. Without limiting the
generality of the foregoing, each Guarantor consents to the taking of, or
failure to take, any action which might in any manner or to any extent vary the
risks of the Guarantors under this Guaranty or which, but for this provision,
might operate as a discharge of the Guarantors.

SECTION 5. Waiver. To the fullest extent permitted by applicable
law, each Guarantor expressly waives all setoffs and counterclaims and all
presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other
notices or demands of any kind or nature whatsoever with respect to the
Obligations, and all notices of acceptance of this Guaranty or of the existence,
creation or incurrence of new or additional Obligations. Each Guarantor waives
any and all notice of the creation, renewal, extension, waiver, termination or
accrual of any of the Obligations and notice of or proof of reliance by any
Secured Party upon this Guaranty or acceptance of this Guaranty, and the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this Guaranty, and all dealings between
the Borrower and the Secured Parties shall likewise be conclusively presumed to
have been had or consummated in reliance upon this Guaranty. To the fullest
extent permitted by applicable law, the Guaranty of each Guarantor hereunder
shall not be affected by (a) the failure of any Loan Party to assert any claim
or demand or to enforce or exercise any right or remedy against the Borrower or
any Guarantor under the provisions of the Credit Agreement, any other Loan
Document or otherwise; (b) any extension, renewal or increase of or in any of
the Obligations; (c) any rescission, waiver, amendment or modification of, or
any release from, any of the terms or provisions of this Guaranty, the Credit
Agreement, any other Loan Document, any guarantee or any other agreement or
instrument, including with respect to any Guarantor under the Loan Documents;
(d) the release of (or the failure to perfect a security interest in) any of the
security held by or on behalf of the Administrative Agent or any other Secured
Party; or (e) the failure or delay of any Secured Party to exercise any right or
remedy against the Borrower or any Guarantor of the Obligations. Each

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Guarantor waives (a) any defense arising by reason of any disability or other
defense of the Borrower or any other guarantor, or the cessation from any cause
whatsoever (including any act or omission of any Secured Party) of the liability
of the Borrower; (b) any defense based on any claim that such Guarantor153s
obligations exceed or are more burdensome than those of the Borrower; (c) any
right to proceed against the Borrower, proceed against or exhaust any security
for the Obligations, or pursue any other remedy in the power of any Secured
Party whatsoever; (d) any benefit of and any right to participate in any
security now or hereafter held by any Secured Party; and (e) to the fullest
extent permitted by law, any and all other defenses or benefits that may be
derived from or afforded by applicable law limiting the liability of or
exonerating guarantors or sureties.

SECTION 6. Security. Each Guarantor authorizes the Administrative
Agent to (a) take and hold security for the payment of this Guaranty and the
Obligations and exchange, enforce, waive and release any such security pursuant
to the terms of any other Loan Documents; (b) apply such security and direct the
order or manner of sale thereof as it in its sole discretion may determine
subject to the terms of any other Loan Documents; and (c) release or substitute
any one or more endorsees, other Guarantors or other obligors pursuant to the
terms of any other Loan Documents. In no event shall this Section 6
require any Guarantor to grant security, except as required by the terms of the
Loan Documents.

SECTION 7. Guaranty of Payment. Each Guarantor further agrees that
its guarantee constitutes a guarantee of payment when due and not of collection,
and, to the fullest extent permitted by applicable law, waives any right to
require that any resort be had by the Administrative Agent or any other Secured
Party to any of the security held for payment of the Obligations or to any
balance of any deposit account or credit on the books of the Administrative
Agent or any other Secured Party in favor of the Borrower or any other person.
This Guaranty is a continuing guarantee of payment, and shall apply to all
Obligations whenever arising.

SECTION 8. No Discharge or Diminishment of Guaranty. To the fullest
extent permitted by applicable law and except as otherwise expressly provided in
this Guaranty, the Obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than (a) the payment in full in cash of the principal of and interest accrued on
the Obligations (other than the aggregate Outstanding Amount of all L/C
Obligations), (b) the payment in full in cash of all fees, expenses and other
amounts due and payable which constituted Obligations (other than the aggregate
Outstanding Amount of all L/C Obligations), (c) the Commitments having expired
or irrevocably been terminated and (d) the aggregate Outstanding Amount of all
L/C Obligations having been Cash Collateralized (clauses (a) through (d)
collectively, “Full Satisfaction of the Obligations“)), including any
claim of waiver, release, surrender, alteration or compromise of any of the
Obligations (other than contingent liabilities that are not yet due and
payable), and shall not be subject to any defense (other than a defense of
payment and the benefit of any statute of limitations) or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall,
to the fullest extent permitted by applicable law, not be discharged or impaired
or otherwise affected by the failure of the Administrative Agent or any other
Secured Party to assert any claim or demand or to enforce any remedy under the
Credit Agreement, any other Loan Document, any guarantee or any other agreement
or instrument, by any

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amendment, waiver or modification of any provision of the Credit Agreement or
any other Loan Document or other agreement or instrument, by any default,
failure or delay, willful or otherwise, in the performance of the Obligations,
or by any other act, omission or delay to do any other act that may or might in
any manner or to any extent vary the risk of any Guarantor or that would
otherwise operate as a discharge of any Guarantor as a matter of law or equity
(other than the Full Satisfaction of the Obligations) or which would impair or
eliminate any right of any Guarantor to subrogation.

SECTION 9. Defenses Waived. To the fullest extent permitted by
applicable law, each Guarantor waives any defense based on or arising out of the
unenforceability of the Obligations or any part thereof from any cause or the
cessation from any cause of the liability (other than Full Satisfaction of the
Obligations) of the Borrower or any other person. Subject to the terms of the
other Loan Documents, the Administrative Agent and the other Secured Parties
may, at their election, foreclose on any security held by one or more of them by
one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Borrower or any other
Guarantor or exercise any other right or remedy available to them against the
Borrower or any other Guarantor, without affecting or impairing in any way the
liability of each Guarantor hereunder except to the extent of the Full
Satisfaction of the Obligations. Pursuant to and to the fullest extent permitted
by applicable law, each Guarantor waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of each Guarantor against the Borrower or any other Guarantor or any
security.

SECTION 10. Agreement to Pay; Subrogation; Subordination. In
furtherance of the foregoing and not in limitation of any other right that the
Administrative Agent or any other Secured Party has at law or in equity against
each Guarantor by virtue hereof, upon the failure of the Borrower or any other
Loan Party to pay any Obligation when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative Agent or such other Secured Party as designated thereby in cash
an amount equal to the unpaid principal amount of such Obligations then due,
together with accrued and unpaid interest and fees on such Obligations. The
Guarantors shall not exercise any right of subrogation, contribution, indemnity,
reimbursement or similar rights with respect to any payments it makes under this
Guaranty until the Full Satisfaction of the Obligations. If any amounts are paid
to the Guarantors in violation of the foregoing limitation, then such amounts
shall be held in trust for the benefit of the Secured Parties and shall
forthwith be paid to the Secured Parties to reduce the amount of the
Obligations, whether matured or unmatured. In addition, each Guarantor hereby
subordinates the payment of all obligations and indebtedness of the Borrower
owing to such Guarantor, whether now existing or hereafter arising, including
but not limited to any obligation of the Borrower to any Guarantor as subrogee
of the Secured Parties or resulting from such Guarantor153s performance under this
Guaranty, to the Full Satisfaction of the Obligations. If the Secured Parties so
request, any such obligation or indebtedness of the Borrower to the Guarantors
shall be enforced and performance received by the Guarantors as trustee for the
Secured Parties and the proceeds thereof shall be paid over to the Secured
Parties on account of the Obligations, but without reducing or affecting in any
manner the liability of the Guarantors under this Guaranty.

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SECTION 11. Obligations Independent. The obligations of each
Guarantor hereunder are those of primary obligor, and not merely as surety, and
are independent of the Obligations and the obligations of any other guarantor,
and a separate action may be brought against each Guarantor to enforce this
Guaranty whether or not the Borrower or any other person or entity is joined as
a party.

SECTION 12. Stay of Acceleration. If acceleration of the time for
payment of any of the Obligations is stayed, in connection with any case
commenced by or against the Borrower under any Debtor Relief Laws, or otherwise,
all such amounts shall nonetheless be payable by the Guarantors immediately upon
demand by the Secured Parties.

SECTION 13. Condition of Borrower. Each Guarantor hereby
acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from the Borrower and any other guarantor such
information concerning the financial condition, business and operations of the
Borrower and any such other guarantors as such Guarantor requires, and that none
of the Secured Parties has any duty, and each Guarantor is not relying on the
Secured Parties at any time, to disclose to such Guarantor any information
relating to the business, operations or financial condition of the Borrower or
any other guarantor (each Guarantor waiving any duty on the part of the Secured
Parties to disclose such information and any defense relating to the failure to
provide the same).

SECTION 14. General Limitation on Guaranty Obligations; Right of
Contribution. In any action or proceeding involving any state corporate
law, or any state, Federal or foreign bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under this Guaranty
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under this Guaranty, then, notwithstanding any
other provision herein or in any other Loan Document to the contrary, the amount
of such liability shall, without any further action by any Guarantor, any
creditor or any other Person, be automatically limited and reduced to the
highest amount that is valid and enforceable and not subordinated to the claims
of other creditors as determined in such action or proceeding. Each Guarantor
hereby agrees to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder (including by way of set off
rights being exercised against it), such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder who has not
paid its proportionate share of such payment. Each Guarantor153s right of
contribution shall be subject to the terms and conditions of Section 10
hereof. Other than with respect to instances where the obligations of any
Guarantor under this Guaranty would be held or determined to be void, voidable,
invalid or unenforceable, or subordinated to the claims of any other creditors,
on account of the amount of its liability under this Guaranty, due to any action
or proceeding involving any state corporate law, or any state, Federal or
foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance or other law affecting the rights of creditors generally, the
provision of this Section 14 shall in no respect limit the obligations
and liabilities of any Guarantor to the Administrative Agent and the other
Secured Parties, and each Guarantor shall remain liable to the Administrative
Agent and the other Secured Parties for the full amount guaranteed by such
Guarantor hereunder.

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SECTION 15. Covenant; Representations and Warranties. Each Guarantor
agrees and covenants to, and to cause each of its Subsidiaries to take, or
refrain from taking, each action that is necessary to be taken or not taken, so
that no breach of the agreements and covenants contained in the Credit Agreement
pertaining to actions to be taken, or not taken, by such Guarantor or any of its
Subsidiaries will result. Each Guarantor represents and warrants as to itself
that all representations and warranties relating to it and its Subsidiaries
contained in the Credit Agreement are true and correct in all material respects
(except to the extent that such representations and warranties specifically
refer to an earlier date, in which case such representations and warranties are
true and correct as of such earlier date), provided that each reference
in any such representation and warranty to the knowledge of the Borrower shall,
for the purposes of this Section 15, be deemed to be a reference to such
Guarantor153s knowledge.

SECTION 16. Termination; Reinstatement. This Guaranty is a
continuing and irrevocable guaranty of all Obligations now or hereafter existing
and shall remain in full force and effect until the Full Satisfaction of the
Obligations. Notwithstanding the foregoing, this Guaranty shall continue in full
force and effect or be revived, as the case may be, if any payment by or on
behalf of the Borrower is made (including pursuant to another guaranty), or any
of the Secured Parties exercises its right of setoff, in respect of the
Obligations and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by any of
the Secured Parties in their discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Laws
or otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not the Secured Parties are in possession of or have
released this Guaranty and regardless of any prior revocation, rescission,
termination or reduction. The obligations of each Guarantor under this
Section 16 shall survive termination of this Guaranty.

SECTION 17. Binding Effect; Several Agreement; Assignments.
Whenever in this Guaranty any of the parties hereto is referred to, such
reference shall be deemed to include the successors and permitted assigns of
such party; and all covenants, promises and agreements by or on behalf of each
Guarantor that are contained in this Guaranty shall bind and inure to the
benefit of each party hereto and their respective successors and permitted
assigns. This Guaranty shall become effective as to each Guarantor when a
counterpart hereof executed on behalf of each Guarantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been
executed on behalf of the Administrative Agent, and thereafter shall be binding
upon each Guarantor and the Administrative Agent and their respective successors
and permitted assigns, and shall inure to the benefit of each Guarantor, the
Administrative Agent and the other Secured Parties, and their respective
successors and permitted assigns, except that neither the Borrower, nor the
other Loan Parties shall have the right to assign its rights or obligations
hereunder or any interest herein (and any such attempted assignment shall be
void) without the prior written consent of the Required Lenders. The
Administrative Agent is hereby expressly authorized to, and agrees upon request
of the Borrower it will, release any Guarantor from its obligations hereunder
(including its Guaranty) in accordance with Section 9.10 of the Credit
Agreement.

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SECTION 18. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent hereunder and of the other Secured
Parties under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any
provision of this Guaranty or consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on any Guarantor in any case shall entitle such Guarantor to any other or
further notice or demand in similar or other circumstances.

(b) Neither this Guaranty nor any provision hereof may be waived, amended or
modified except pursuant to a written agreement entered into between the
Guarantors and the Administrative Agent (with the consent of the Lenders or the
Required Lenders if required under the Credit Agreement).

SECTION 19. GOVERNING LAW. THIS GUARANTY
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

SECTION 20. Notices. All communications and notices hereunder shall
be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to each Guarantor shall be
given to it in care of the Borrower at the address set forth in Schedule
10.02 to the Credit Agreement.

SECTION 21. Survival of Agreement; Severability.

(a) All covenants, agreements, representations and warranties made by the
Guarantors herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Guaranty or any other Loan
Document shall be considered to have been relied upon by the Administrative
Agent and the other Secured Parties and shall survive the making by the Lenders
of the Loans and the issuance of the Letters of Credit by the L/C Issuer
regardless of any investigation made by the Secured Parties or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any other fee or amount payable under this
Guaranty or any other Loan Document is outstanding and unpaid or the Commitments
have not been terminated.

(b) In the event any one or more of the provisions contained in this Guaranty
or in any other Loan Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace

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the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

SECTION 22. Counterparts. This Guaranty may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 17. Delivery of an executed signature page to this
Guaranty by facsimile or other electronic transmission shall be as effective as
delivery of a manually executed counterpart of this Guaranty.

SECTION 23. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to
this Guaranty.

SECTION 24. Jurisdiction; Consent to Service of Process.

(a) Each party hereto irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of the courts of the state of New
York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty or any other
Loan Document (other than as provided in any mortgage with respect to itself),
or for recognition or enforcement of any judgment, and each of the Parties
hereto irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court or, to the fullest extent permitted by applicable law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each party hereto irrevocably and unconditionally waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of venue of any action or proceeding arising out of or
relating to this Guaranty or any other Loan Document in any court referred to in
paragraph (a) of this section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

(c) Each party hereto irrevocably consents to service of process in the
manner provided for notice in Section 20. Nothing in this Guaranty will
affect the right of any party hereto to serve process in any other manner
permitted by applicable law.

SECTION 25. Waiver of Jury Trial. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING

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WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
25.

SECTION 26. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Secured Party is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the
Administrative Agent, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other Indebtedness at any time owing by such Secured
Party to or for the credit or the account of each Guarantor against any or all
the obligations of such Guarantor now or hereafter existing under this Guaranty
and the other Loan Documents held by such Secured Party, irrespective of whether
or not the Administrative Agent or any Secured Party shall have made any demand
under this Guaranty or any other Loan Document and although such obligations may
be unmatured. The rights of each Secured Party under this Section 26 are
in addition to other rights and remedies (including other rights of setoff)
which such Secured Party may have.

SECTION 27. Taxes. The Guarantors, jointly and severally, shall
gross up for and shall indemnify the Secured Parties against Indemnified Taxes
and Other Taxes to the extent set forth in Sections 3.01 and 3.07
of the Credit Agreement.

SECTION 28. Judgment Currency.

(a) Each Guarantor153s obligation hereunder and under the other Loan Documents
to make payments in Dollars (pursuant to such obligation, the “Obligation
Currency“) shall not be discharged or satisfied by any tender or recovery
pursuant to any judgment expressed in or converted into any currency other than
the Obligation Currency, except to the extent that such tender or recovery
results in the effective receipt by the Administrative Agent or the respective
Lender of the full amount of the Obligation Currency expressed to be payable to
the Administrative Agent or such Lender under this Guaranty or the other Loan
Documents. If, for the purpose of obtaining or enforcing judgment against a
Guarantor in any court or in any jurisdiction, it becomes necessary to convert
into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the “Judgment Currency“) an
amount due in the Obligation Currency, the conversion shall be made at the rate
of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by the Administrative Agent) determined, in each case,
as of the Business Day immediately preceding the day on which the judgment is
given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date“).

(b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, each Guarantor covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount

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of Judgment Currency stipulated in the judgment or judicial award at the rate
of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the rate of exchange for this Section, such
amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

SECTION 29. Additional Guarantor Waivers and Agreements

(a) Each Guarantor understands and acknowledges that if the Secured Parties
foreclose judicially or nonjudicially against any real property security for the
Obligations, that foreclosure could impair or destroy any ability that such
Guarantor may have to seek reimbursement, contribution, or indemnification from
the Borrower or others based on any right such Guarantor may have of
subrogation, reimbursement, contribution, or indemnification for any amounts
paid by such Guarantor under this Guaranty. By executing this Guaranty, each
Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes
that defense and agrees that such Guarantor will be fully liable under this
Guaranty even though the Secured Parties may foreclose, either by judicial
foreclosure or by exercise of power of sale, any deed of trust securing the
Obligations; (ii) agrees that such Guarantor will not assert that defense in any
action or proceeding which the Secured Parties may commence to enforce this
Guaranty; (iii) acknowledges and agrees that the Secured Parties are relying on
this waiver in creating the Obligations, and that this waiver is a material part
of the consideration which the Secured Parties are receiving for creating the
Obligations.

(b) Each Guarantor waives all rights and defenses (other than the defense of
payment and the benefit of any statute of limitations) that such Guarantor may
have because any of the Obligations is secured by real property. This means,
among other things: (i) the Secured Parties may collect from such Guarantor
without first foreclosing on any real or personal property collateral pledged by
the other Loan Parties; and (ii) if the Secured Parties foreclose on any real
property collateral pledged by the other Loan Parties: (A) the amount of the
Obligations may be reduced only by the price for which that collateral is sold
at the foreclosure sale, even if the collateral is worth more than the sale
price, and (B) the Secured Parties may collect from such Guarantor even if the
Secured Parties, by foreclosing on the real property collateral, have destroyed
any right such Guarantor may have to collect from the Borrower. This is an
unconditional and irrevocable waiver of any rights and defenses (other than the
defense of payment and the benefit of any statute of limitations) such Guarantor
may have because any of the Obligations is secured by real property.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of
the day and year first above written.

Guarantors

GENTIVA CERTIFIED HEALTHCARE CORP.

GENTIVA HEALTH SERVICES (CERTIFIED), INC.

GENTIVA HEALTH SERVICES HOLDING CORP.

GENTIVA HEALTH SERVICES (USA) INC.

GENTIVA REHAB WITHOUT WALLS, LLC

GENTIVA SERVICES OF NEW YORK, INC.

NEW YORK HEALTHCARE SERVICES, INC.

OHS SERVICE CORP.

QC-MEDI NEW YORK, INC.

QUALITY CARE-USA, INC.

QUALITY MANAGED CARE, INC.

THE HEALTHFIELD GROUP, INC.

HEALTHFIELD OPERATING GROUP, INC.

HEALTHFIELD, INC.

CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC.

CHATTAHOOCHEE VALLEY HOME HEALTH, INC.

CHMG ACQUISITION CORP.

CAPITAL HEALTH MANAGEMENT GROUP, INC.

ACCESS HOME HEALTH OF FLORIDA, INC.

CAPITAL CARERESOURCES, INC.

CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC.

CHMG OF ATLANTA, INC.

CHMG OF GRIFFIN, INC.

EASTERN CAROLINA HOME HEALTH AGENCY, INC.

HOME HEALTH CARE OF CARTERET COUNTY, INC.

TAR HEEL HEALTH CARE SERVICES, INC.

TAR HEEL STAFFING, INC.

HEALTHFIELD HOME HEALTH, INC.

HEALTHFIELD HOSPICE SERVICES, INC.

HEALTHFIELD OF SOUTHWEST GEORGIA, INC.

HEALTHFIELD OF STATESBORO, INC.

HEALTHFIELD OF TENNESSEE, INC.

PHHC ACQUISITION CORP.

HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.

GILBERT153S HOME HEALTH AGENCY, INC.

MID-SOUTH HOME CARE SERVICES, INC.

[Guaranty Agreement]

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MID-SOUTH HOME HEALTH AGENCY, INC.
MID-SOUTH HOME HEALTH OF GADSDEN, INC.
TOTAL CARE HOME HEALTH OF LOUISBURG, INC.
TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC.
TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC.
TOTAL CARE SERVICES, INC.
WIREGRASS HOSPICE CARE, INC.
HORIZON HEALTH NETWORK LLC
MID-SOUTH HOME HEALTH AGENCY, LLC
MID-SOUTH HOME CARE SERVICES, LLC
WIREGRASS HOSPICE LLC
WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC
HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.
GILBERT153S HOSPICE CARE OF MISSISSIPPI, LLC
VAN WINKLE HOME HEALTH CARE, INC.
GILBERT153S HOSPICE CARE, LLC
HOME HEALTH CARE AFFILIATES, INC., as Guarantors
By:		/s/ Tony Strange
		Name: Tony Strange
		Title: CEO and President
ODYSSEY HEALTHCARE, INC.
ODYSSEY HEALTHCARE HOLDING COMPANY
ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.
ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.
ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.
ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.
ODYSSEY HEALTHCARE OF MARION COUNTY, INC.
ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC.
VISTACARE, INC.
VISTA HOSPICE CARE, INC.
FHI HEALTH SYSTEMS, INC.
CARENATION, INC.

[Guaranty Agreement]

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VISTACARE USA, INC.
FHI GP, INC.
FHI LP, INC., as Guarantors
By:		/s/ Tony Strange
		Name: Tony Strange
		Title: CEO and President
FAMILY HOSPICE, LTD.
FHI MANAGEMENT, LTD., as Guarantors
By: FHI GP, Inc., its general partner
By:		/s/ Tony Strange
		Name: Tony Strange
		Title: CEO and President
ODYSSEY HEALTHCARE OPERATING A, LP
ODYSSEY HEALTHCARE OPERATING B, LP
ODYSSEY HEALTHCARE MANAGEMENT, LP, as Guarantors
By: Odyssey Healthcare GP, LLC, its general partner
By:		/s/ Tony Strange
		Name: Tony Strange
		Title: CEO and President
ODYSSEY HEALTHCARE GP, LLC
ODYSSEY HEALTHCARE LP, LLC
ODYSSEY HEALTHCARE FORT WORTH, LLC
ODYSSEY HEALTHCARE DETROIT, LLC
ODYSSEY HEALTHCARE AUSTIN, LLC
ODYSSEY HEALTHCARE OF ST. LOUIS, LLC

[Guaranty Agreement]

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ODYSSEY HEALTHCARE OF FLINT, LLC
VISTACARE OF BOSTON, LLC, as Guarantors
By:		/s/ Tony Strange
		Name: Tony Strange
		Title: CEO and President
		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Alysa Trakas
				Name: Alysa Trakas
				Title: Vice President

[Guaranty Agreement]

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EXHIBIT A

to the Guaranty

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made (i) to that certain Credit Agreement dated as of August 17,
2010 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement“), by and among Gentiva
Health Services, Inc., a Delaware corporation (the “Borrower“), each
lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender“) and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, (ii) to that certain that certain
Security Agreement (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement“), dated as
of August 17, 2010 among the Borrower, the Guarantors party thereto and the
Administrative Agent and (iii) to that certain Guaranty (the “Guaranty“)
dated as of August 17, 2010 among the Guarantors and the Administrative Agent.
Capitalized terms used and not defined herein are used with the meanings
assigned to such terms in the Credit Agreement or the Security Agreement, as
applicable.

This Joinder Agreement supplements (i ) the Security Agreement and (ii) the
Guaranty and is delivered by the undersigned, [ ] (the “New Pledgor“),
pursuant to Section 3.5 of the Security Agreement and Section
6.12(b) of the Credit Agreement. The New Pledgor hereby agrees to be bound
as a Guarantor and as a Pledgor party to the Security Agreement by all of the
terms, covenants and conditions set forth in the Security Agreement to the same
extent that it would have been bound if it had been a signatory to the Security
Agreement on the date of the Security Agreement. The New Pledgor also hereby
agrees to be bound as a party by all of the terms, covenants and conditions
applicable to it set forth in the Guaranty as to the same extent that it would
have been bound if it had been a signatory to the Guaranty on the date of the
Guaranty. Without limiting the generality of the foregoing, the New Pledgor
hereby

Ex. A-1

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(i) grants and pledges to the Administrative Agent, as collateral security
for the full, prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and
security interest in, all of its right, title and interest in, to and under the
Pledged Collateral and expressly assumes all obligations and liabilities of a
Guarantor and Pledgor thereunder and (ii) absolutely, unconditionally,
irrevocably, jointly and severally guarantees, as a guaranty of payment and
performance, as a primary obligor and not as a surety, and not merely as a
guaranty of collection, prompt payment when due, whether at stated maturity, by
required prepayment, upon acceleration, demand or otherwise, and at all times
thereafter, of any and all of the Obligations. The New Pledgor hereby agrees to
each of the covenants applicable to the Pledgors contained in the Security
Agreement and the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security
Agreement and the Credit Agreement, as applicable, with respect to the New
Pledgor. Such supplements shall be deemed to be part of the Security Agreement
or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement.

All notices, requests and demands to or upon the New Pledgor, the
Administrative Agent or any Lender shall be governed by the terms of Section
10.02 of the Credit Agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Ex. A-2

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IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.

[NEW PLEDGOR]
By:
		Name:
		Title:

AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:

[Schedules to be attached]

Ex. A-3