Exhibit 99.1

May 23, 2010

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, Georgia 30339

Attention: Eric Slusser

Project GTO

Commitment Letter

$925.0 Million Senior Credit Facilities

$305.0 Million Senior Bridge Facility

Ladies and Gentlemen:

You have advised Bank of America, N.A. (“Bank of America”), Banc of America Bridge LLC (“Banc of America Bridge”), Banc of America Securities LLC (“BAS”), Barclays Bank PLC (“Barclays Bank”), Barclays Capital, the investment banking division of Barclays Bank PLC, (“Barclays Capital”), General Electric Capital Corporation (“GECC”), GE Capital Markets, Inc. (“GECM”), SunTrust Bank (“SunTrust Bank”) and SunTrust Robinson Humphrey, Inc. (“STRH”) (collectively, the “Commitment Parties”, “us” or “we”) that you (the “Company” or “you”) intend to acquire (the “Acquisition”) the business (the “Acquired Business”) of Odyssey HealthCare, Inc. (the “Seller”) and its affiliates pursuant to an Agreement and Plan of Merger (together with all exhibits and schedules thereto, the “Purchase Agreement”), dated as of the date hereof, entered into between the Seller and the Company (or one or more of its direct or indirect wholly-owned subsidiaries). The Company and its subsidiaries are sometimes collectively referred to herein as the “Companies.”

You have also advised us that you intend to finance the Acquisition, the costs and expenses related to the Transaction (as hereinafter defined), the repayment of certain existing indebtedness of the Companies and Seller (the “Refinancing”) and the ongoing working capital and other general corporate purposes of the Companies after consummation of the Acquisition from the following sources: (a) $925.0 million in senior secured credit facilities of Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”) (collectively, the “Senior Credit Facilities”), comprised of (i) term loan facilities aggregating $800.0 million and (ii) a revolving credit facility of $125.0 million; and (b) $305.0 million in gross proceeds from the issuance and sale by the Borrower of senior unsecured notes (the “Senior Notes”) or, if and to the extent that less than $305 million in Senior Notes are issued and sold on or prior to the Closing Date (as defined below), $305.0 million of senior unsecured loans under a bridge facility (the

“Bridge Facility” and, together with the Senior Credit Facilities, the “Facilities”) made available to the Borrower as interim financing to the Permanent Securities referred to below (such senior unsecured loans being the “Bridge Loans” and, together with any Rollover Loans and Exchange Notes (as defined in Annex II hereto), the “Bridge Financing”) less the aggregate principal amount of Senior Notes issued and sold. The Acquisition, the entering into and funding of the Senior Credit Facilities, the issuance and sale of the Senior Notes or the entering into and funding of the Bridge Facility, the Refinancing and all related transactions are hereinafter collectively referred to as the “Transaction.”

You will enter into an engagement letter dated the date hereof (the “Engagement Letter”) between you and banking or investment banking institutions of national prominence (the “Investment Banks”) setting forth the terms on which the Investment Banks are willing to act as joint underwriters, initial purchasers, arrangers and placement agents for (i) the Senior Notes or (ii) if the Bridge Facility is funded on the Closing Date, the senior unsecured notes or any other senior unsecured or secured or unsecured subordinated or junior securities of the Companies that may be issued after the Closing Date for the purpose of refinancing all or a portion of the outstanding amounts under the Bridge Facility (the “Permanent Securities”).

1. Commitments. In connection with the foregoing, (a) on a several, and not joint, basis (i) Bank of America is pleased to advise you of its commitment to provide 37.50% of the principal amount of the Term Loan Facility (as defined in Annex I hereto) and 29.66% of the principal amount of the Revolving Credit Facility (as defined in Annex I hereto) and its willingness to act as the sole and exclusive administrative agent (in such capacity, the “Senior Administrative Agent”) for the Senior Credit Facilities, (ii) GECC is pleased to advise you of its commitment to provide 32.50% of the principal amount of the Senior Credit Facilities, (iii) Barclays Bank is pleased to advise you of its commitment to provide 17.50% of the principal amount of the Term Loan Facility and 13.84% of the principal amount of the Revolving Credit Facility, and (iv) SunTrust Bank is pleased to advise you of its commitment to provide 12.50% of the principal amount of the Term Loan Facility and 24.00% of the principal amount of the Revolving Credit Facility (the commitment parties under this clause (a) collectively referred to as the “Senior Commitment Parties”), subject only to the satisfaction of the conditions set forth in paragraph 6 of this Commitment Letter, the sections entitled “Conditions Precedent to Each Borrowing Under the Senior Credit Facilities” in Annex I hereto (limited on the Closing Date as indicated therein) and in Annex III hereto (Annex I and Annex III collectively referred to as the “Senior Financing Summary of Terms”), (b) each of BAS, GECM, Barclays Capital and STRH (collectively, the “Joint Senior Lead Arrangers”) is pleased to advise you of its willingness, as joint lead arranger and joint bookrunning manager for the Senior Credit Facilities, to form a syndicate of financial institutions and institutional lenders (collectively, the “Senior Lenders”) for the Senior Credit Facilities, including each of the Senior Commitment Parties, (c) on a several, and not joint, basis (i) Barclays Bank is pleased to advise you of its commitment to provide 42.11% of the principal amount of the Bridge Facility and its willingness to act as the sole and exclusive administrative agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent” and, together with the Senior Administrative Agent, the “Administrative Agents”), (ii) Banc of America Bridge is pleased to advise you of its commitment to provide 36.84% of the principal amount of the Bridge Facility, and (iii) STRH is pleased to advise you of its commitment to provide 21.05% of the principal amount of the Bridge Facility (the commitment parties under this clause (c) collectively referred to as the “Bridge Commitment Parties”), subject only to the satisfaction of the conditions set forth in paragraph 6 of this Commitment Letter, the sections entitled “Conditions Precedent” in Annex II hereto and in Annex III hereto (Annex II and Annex III collectively referred to as the “Bridge Summary of Terms” and, together with the Senior Financing Summary of Terms, the “Summaries of Terms” and, together with this letter agreement, the “Commitment Letter”), and (d) each of Barclays Bank, BAS and STRH (collectively, the “Joint Bridge Lead Arrangers”; the Joint Senior Lead Arrangers and the Joint Bridge Lead Arrangers are sometimes referred to collectively herein as the “Lead Arrangers”) is also pleased to advise you of its willingness,

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as joint lead arranger and joint bookrunning manager for the Bridge Facility, to form a syndicate of financial institutions and institutional lenders (collectively, the “Bridge Lenders” and, together with the Senior Lenders, the “Lenders”) for the Bridge Facility, including each of the Bridge Commitment Parties. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summaries of Terms.

It is understood and agreed that no other agents, co-agents, arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter, the Fee Letter referred to below or the Structuring Letter dated the date hereof among GECC and the Bridge Commitment Parties) will be paid in connection with the Facilities unless you and we shall so agree. It is further understood and agreed that (i) with respect to the Senior Credit Facilities, BAS shall be afforded “top left” placement (and will hold the role and responsibilities conventionally understood to be associated with such name placement), and that GECM, Barclays Capital and STRH will have second, third and fourth placement, respectively, in any marketing materials, and (ii) with respect to the Bridge Facility, Barclays Capital shall be afforded “top left” placement (and will hold the role and responsibilities conventionally understood to be associated with such name placement), and that BAS and STRH will have second and third placement, respectively, in any marketing materials; provided that in the case of clause (i) BAS, GECM and Barclays Capital shall run joint physical books in connection with the Senior Credit Facilities and have joint control over marketing and allocation decisions on behalf of the Commitment Parties, and in the case of clause (ii) Barclays Capital, BAS and STRH shall run joint physical books in connection with the Bridge Facility and have joint control over marketing and allocation decisions on behalf of the Commitment Parties. If you accept this Commitment Letter as provided below in respect of the Senior Credit Facilities, the date of the initial funding under the Senior Credit Facilities, and/or if you accept this Commitment Letter as provided below in respect of the Bridge Facility, the date of the initial funding of the Bridge Facility or of the issuance and sale of the Senior Notes in lieu of funding the Bridge Facility, in each case, is referred to herein as the “Closing Date.”

2. Syndication. The Lead Arrangers intend to commence syndication of each of the Facilities promptly upon your acceptance of the terms of this Commitment Letter and the Fee Letter related to such Facility and announcement of the Acquisition. You agree to actively assist, and to use your commercially reasonable efforts to cause the Acquired Business to actively assist, as set forth in the Purchase Agreement, the Lead Arrangers in achieving a syndication of each such Facility that is satisfactory to the Lead Arrangers and you. Such assistance shall include (a) your providing and causing your advisors to provide the Lead Arrangers and the Lenders upon request with all information reasonably deemed necessary by the Lead Arrangers to complete such syndication, including, but not limited to, information and evaluations prepared by you, the Acquired Business and your and their advisors, or on your or their behalf, relating to the Transaction (including the Projections (as hereinafter defined), the “Information”), (b) your assistance in the preparation of a confidential information memorandum for each Facility (collectively, the “Information Memoranda”) and other materials to be used in connection with the syndication of each such Facility (collectively with the Information Memoranda, Summaries of Terms and any additional summary of terms prepared for distribution to Public Lenders (as hereinafter defined), the “Information Materials”) and in any event, no later than 30 days prior to the Closing Date, (c) your using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing lending relationships and the existing banking relationships of the Acquired Business, (d) your using commercially reasonable efforts to procure corporate ratings and a rating for each of the Term Loan Facility referred to in the Summary of Terms, the Bridge Facility and the Senior Notes from each of Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. at least 30 days prior to the Closing Date and (e) your otherwise assisting the Lead Arrangers in their syndication efforts, including by making your officers and advisors and the officers and advisors of the Companies available from time to time to attend and make presentations regarding the business and prospects of the Companies, as appropriate, at one or more meetings of prospective Lenders.

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Without limiting your obligations to assist with syndication efforts as set forth in this paragraph, notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transaction to the contrary, we agree that neither the completion of a syndication nor the obtaining of any ratings is a condition to our commitments hereunder or the funding of the Facilities on the Closing Date and we further agree that (i) no assignment of commitments of any Commitment Party on or prior to the date of the consummation of the Acquisition with the proceeds of the initial funding under the Facilities (and/or the Senior Notes, to the extent issued in lieu of the Bridge Facility or a portion thereof) shall reallocate, reduce or release such Commitments Party’s obligation to fund its entire commitment in the event any assignee of such Commitment Party shall fail to do so on the Closing Date and (ii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

It is understood and agreed that the Joint Senior Lead Arrangers and the Joint Bridge Lead Arrangers will, in consultation with you, manage and control all aspects of the syndication of the Senior Credit Facilities and the Bridge Facility, respectively, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in either Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Summaries of Terms. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of the Lead Arrangers. Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement in respect to the subject matter contained herein, including an agreement to negotiate in good faith the terms of the Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject to conditions precedent as provided herein.

3. Information Requirements. You represent, warrant and covenant that (a) all financial projections concerning the Companies and to your knowledge, the Acquired Business that have been or are hereafter made available to the Commitment Parties or the Lenders by you or any of your representatives (or on your or their behalf) or by the Acquired Business or their representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions when such Projections are made available (it being recognized by the Commitment Parties and the Lenders that such Projections are not to be viewed as facts and that actual results may differ from the projected results, and such differences may be material) and (b) all Information (and, with respect to Information regarding the Acquired Business, to your knowledge), other than Projections, which has been or is hereafter made available to the Lead Arrangers or any of the Lenders by you or any of your representatives (or on your or their behalf) or by any of the Acquired Business or any of their representatives (or on their behalf) in connection with any aspect of the Transaction, as and when furnished, when taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements were made. You agree to furnish us with further and supplemental information from time to time until the Closing Date and, if requested by us, for a reasonable period thereafter as is necessary to complete the syndication of the Facilities so that the representations, warranties and covenants in the immediately preceding sentence are correct on the Closing Date and on such later date on which the syndication of the Facilities is completed as if the Information were being furnished, and such

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representations, warranties and covenants were being made, on such date. In issuing this commitment and in arranging and syndicating each of the Facilities, the Commitment Parties are and will be using and relying on the Information without independent verification thereof.

4. You acknowledge that (a) the Lead Arrangers on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Companies, their respective affiliates or any other entity, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If requested, you will assist us in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and (b) to prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom. In addition, at our request, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”.

You agree that the Lead Arrangers on your behalf may distribute the following documents to all prospective Lenders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders: (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to the terms of the Facilities and (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Facilities. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers will not distribute such materials to Public Lenders without further discussions with you. You agree (whether or not any Information Materials are marked “PUBLIC”) that Information Materials made available to prospective Public Lenders in accordance with this Commitment Letter shall not contain MNPI.

5. Fees and Indemnities. You agree to pay the fees set forth in the Fee Letter dated as of the date hereof (the “Fee Letter”) among the parties hereto. You also agree to reimburse the Commitment Parties from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP, as counsel to the Lead Arrangers and the Administrative Agents, Paul, Hastings, Janofsky & Walker LLP as special counsel to GECC to the extent incurred prior to the Closing Date, and of any other special and local counsel to the Lenders retained by the Lead Arrangers, including, but not limited to, Winston & Strawn LLP, and due diligence expenses) incurred in connection with the Facilities, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby, provided that, other than as set forth above, you shall not be required to reimburse the fees of more than one general corporate counsel, one local or special counsel, and one conflicts counsel for all of the Lenders.

You also agree to indemnify and hold harmless each of the Commitment Parties, each other Lender and each of their affiliates and their officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified

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Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transaction or (b) this Commitment Letter, the Fee Letter, the Facilities and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors, an Indemnified Party or any other third party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. It is further agreed that each Commitment Party shall only have liability to you (as opposed to any other person), and that each Commitment Party shall be liable solely in respect of its own commitment to the Facilities on a several, and not joint, basis with any other Lender and that such liability shall only arise to the extent damages have been caused by breach of each Commitment Party’s obligations hereunder to negotiate in good faith definitive documentation for the applicable Facility on the terms set forth herein, as determined in a final, nonappealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.

6. Conditions to Financing. The commitments of the Commitment Parties hereunder to fund the Facilities on the Closing Date and the agreement of the Commitment Parties to perform the services described herein are subject solely to (a) the conditions set forth in the sections entitled “Conditions Precedent to Each Borrowing Under the Senior Credit Facilities” in Annex I, (b) the conditions set forth in the section entitled “Conditions Precedent” in Annex II and (c) the conditions set forth in Annex III hereto, and upon satisfaction (or waiver by all Commitment Parties) of all of such conditions, the initial funding of the Facilities shall occur (except to the extent Senior Notes are issued in lieu of the Bridge Facility or a portion thereof).

Notwithstanding anything in this Commitment Letter (including each of the annexes attached hereto), the Fee Letter, the definitive documentation with respect to the Senior Credit Facilities (the “Credit Documentation”) and the Bridge Facility (the “Bridge Documentation” and, together with the Credit Documentation, the “Financing Documentation”) or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (i) the only representations relating to the Companies, the Acquired Business, its and their respective subsidiaries and its and their respective businesses the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Acquired Business in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Company has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement (to such extent, the “Specified Purchase Agreement

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Representations”) and (B) the Specified Representations (as defined below) made by the Borrower and the Guarantors in the Financing Documentation, and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in the sections entitled “Conditions Precedent to Each Borrowing Under the Senior Credit Facilities” in Annex I and “Conditions Precedent” in Annex II and the conditions set forth in Annex III hereto are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in Annex I) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the equity securities of the Borrower and of any domestic subsidiaries of the Borrower (to the extent required by Annex I) and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Senior Administrative Agent and the Borrower acting reasonably (and in any event within 90 days after the Closing Date or such longer period as may be reasonably agreed by the Senior Administrative Agent). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Financing Documentation relating to requisite power and authority, due authorization, execution, delivery and enforceability, in each case, related to, the entering into and performance of the Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transaction) of the Borrower and its subsidiaries on a consolidated basis; that the entering into and performance of the Facilities will not conflict with organizational documents or laws (solely in the case of the latter, in a manner which could reasonably be expected to give rise to a Combined Material Adverse Effect (as such term is defined in Annex III)); Federal Reserve margin regulations; the Investment Company Act; PATRIOT Act; subject to the parenthetical in the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral; and the status of the Senior Credit Facilities and the guarantees thereof as senior debt. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

Reasonably promptly after the execution of this Commitment Letter, the parties hereto shall proceed with the negotiation in good faith of the Financing Documentation for the purpose of executing and delivering the Financing Documentation substantially simultaneously with the consummation of the Acquisition.

7. Confidentiality and Other Obligations. This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and, except for the disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained in connection with the Transaction, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Summaries of Terms) but not the Fee Letter (a) on a confidential basis to the board of directors and advisors of the Seller and the Companies in connection with their consideration of the Transaction, (b) after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and (c) after written notice to the Lead Arrangers of any legally required disclosure, as otherwise required by law.

You acknowledge that any of the Commitment Parties or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you, the Companies and your and their respective affiliates with the same degree of care as they treat their own confidential information;

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provided that the foregoing shall not prevent the Commitment Parties from disclosing such confidential information to the extent required by applicable laws or regulations or by any subpoena or similar legal process. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives, any information concerning you, the Companies or any of your or their respective affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates.

In connection with all aspects of each transaction contemplated by this letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and other services described herein regarding the Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Lead Arrangers, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) the Lead Arrangers each has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) none of the Lead Arrangers has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) the Lead Arrangers, and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Lead Arrangers have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Commitment Parties, to identify you in accordance with the Act.

8. Survival of Obligations. The provisions of numbered paragraphs 2, 5, 7 and 9 shall remain in full force and effect regardless of whether any definitive documentation for the Facilities shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder; provided, however, that you shall be deemed released from your obligations hereunder (other than those contained in numbered paragraphs 2 and 7) (i) if you have accepted the commitments hereunder in respect of the Senior Credit Facilities, upon the execution and delivery by the Companies of all definitive documentation for the Senior Credit Facilities and the initial extension of credit thereunder and/or (ii) if you have accepted the commitments hereunder in respect of the Bridge Facility, upon the execution and delivery by the Companies of all definitive documentation for the Bridge Facility and the initial extension of credit thereunder or the execution and delivery by the Companies of all definitive documentation for the Senior Notes and the issuance and sale thereof on the Closing Date.

9. Miscellaneous. This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof.

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This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that any issues regarding the Specified Purchase Agreement Representations and the occurrence or purported occurrence under the Purchase Agreement of a Company Material Adverse Effect (as defined therein) shall be determined in accordance with the laws and related judicial interpretations of the State of Delaware. Each of you and the Commitment Parties hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including, without limitation, the Summaries of Terms), the Fee Letter, the Transaction and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof. Each of you and the Commitment Parties hereby irrevocably submits to the exclusive jurisdiction of any New York State court or Federal court sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter (including, without limitation, the Summaries of Terms), the Fee Letter, the Transaction and the other transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each of you and the Commitment Parties waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

This Commitment Letter, together with the Summaries of Terms and the Fee Letter (and, if this Commitment Letter is accepted with respect to the Bridge Facility, the Engagement Letter), embodies the entire agreement and understanding among the Commitment Parties, you and your and its affiliates with respect to the Facilities and supersedes all prior agreements and understandings relating to the subject matter hereof. However, please note that the terms and conditions of the commitments of the Commitment Parties and undertaking of the Lead Arrangers hereunder are not limited to those set forth herein or in the Summaries of Terms. Those matters that are not covered or made clear herein or in the Summaries of Terms or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by the Lead Arrangers to make any oral or written statements that are inconsistent with this Commitment Letter.

This Commitment Letter and the Fee Letter are not assignable by you without our prior written consent (and any purported assignment without such consent shall be null and void) and are intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

All commitments and undertakings of the Commitment Parties under this Commitment Letter will expire at 11:59 p.m. (New York City time) on May 24, 2010 unless you execute this Commitment Letter as provided below and the Fee Letter as provided therein to accept such commitments and return them to us prior to that time. Thereafter, all accepted commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (a) October 29, 2010, unless the Closing Date occurs on or prior thereto, and (b) the closing of the Acquisition, (i) in the case of the Senior Credit Facilities, without the use of the Senior Credit Facilities, or (ii) in the case of the Bridge Facility, without the use of the Bridge Facility.

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We are pleased to have the opportunity to work with you in connection with this important financing.

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The provisions of this Commitment Letter are accepted and agreed to as of the date first written above:

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ANNEX I

SUMMARY OF TERMS AND CONDITIONS

$925.0 MILLION SENIOR CREDIT FACILITIES

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex I is attached.

Annex I-1

Annex I-2

Annex I-3

Annex I-4

Annex I-5

Annex I-6

Annex I-7

Annex I-8

Annex I-9

Annex I-10

Annex I-11

ANNEX II-A

SUMMARY OF TERMS AND CONDITIONS

$305.0 MILLION SENIOR BRIDGE FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-A is attached.

Annex II-A-1

Annex II-A-2

Annex II-A-3

Annex II-A-4

ANNEX II-B

SUMMARY OF TERMS AND CONDITIONS

$305.0 MILLION SENIOR ROLLOVER FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-B is attached.

Annex II-B-1

Annex II-B-2

ANNEX II-C

SUMMARY OF TERMS AND CONDITIONS

$305.0 MILLION SENIOR EXCHANGE NOTES

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-C is attached.

Annex II-C-1

Annex II-C-2

ANNEX III

CONDITIONS PRECEDENT TO CLOSING

$925.0 MILLION SENIOR CREDIT FACILITIES

$305.0 MILLION SENIOR BRIDGE FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex III is attached.

The closing and the initial extension of credit under the Senior Credit Facilities and the extension of the Bridge Loans under the Bridge Facility will be subject to the following:

(i) The Acquisition shall be consummated pursuant to the Purchase Agreement substantially concurrently with the initial funding of the Senior Credit Facilities, without giving effect to any amendments thereto or any waivers that, in any such case, are materially adverse to the lenders in their capacities as lenders (it being understood that any amendment or waiver to the definition of Company Material Adverse Effect or that results in a reduction of the purchase price will be deemed to be materially adverse to the Lenders).

(ii) (A) Except (i) as disclosed in the Designated SEC Reports (as defined in the Purchase Agreement) or (ii) as set forth in the corresponding section of the Seller’s disclosure schedule in the Purchase Agreement (and subject to Section 9.7(b) of the Purchase Agreement) delivered to the Company upon the date (the “Signing Date”) the Purchase Agreement is executed, since December 31, 2009 to the Signing Date, no fact(s), change(s), event(s), development(s) or circumstances shall have occurred, arisen, come into existence or become known, which have had or would be reasonably expected to have, individually or in the aggregate, a Combined Material Adverse Effect (as defined below); and (B) since the Signing Date, there shall not have occurred or been discovered, and be continuing, any event, circumstance, change or effect that has had, or would reasonably be likely to have, a Combined Material Adverse Effect.

For purposes hereof, “Combined Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate, (i) is materially adverse to the business, financial condition or results of operations of the Company, its Subsidiaries, and the Acquired Business, taken as a whole, or (ii) would prevent or materially impair the ability of the Company and the Acquired Business, taken as a whole, to consummate the Transactions or otherwise prevent the Company and the Acquired Business, taken as a whole, from performing their respective obligations under the Purchase Agreement (other than, with respect to this clause (ii) only, as a result of the inability of the Company to obtain financing under the Commitment Letter); provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or would reasonably be expected to be, a Combined Material Adverse Effect (except, in the case of clauses (A)(1), (A)(2), (A)(3) or (A)(4) below, to the extent any of the matters referred to therein has had or would reasonably be expected to have a disproportionately adverse effect on the Company, the Company Subsidiaries, and the Acquired Business, taken as a whole, as compared to other for-profit and comparable or similar companies operating in the industries in which the Company, the Company Subsidiaries, and the Acquired Business operate, after taking into account the size of the Company and the Acquired Business, taken as a whole, relative to such other for-profit companies): (A) any event, circumstance, change or effect resulting from or relating to (1) a change in general economic, political or financial market conditions, including interest or exchange rates, (2) a change generally affecting

Annex III-1

the industries in which the Company, the Company Subsidiaries, and the Acquired Business operate (including seasonal fluctuations) or general economic conditions that generally affect the industries in which the Company, the Company Subsidiaries, and the Acquired Business operate, (3) any change in accounting requirements or principles required by GAAP (or any interpretations thereof) or required by any change in applicable Laws (as such term is defined in the Purchase Agreement) (or any interpretations thereof), (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law after the date hereof, (5) any Action (as such term is defined in the Purchase Agreement), investigation review or examination undertaken by a Governmental Authority (as such term is defined in the Purchase Agreement), or any sanction, fine, operating restriction or other similar penalty arising as a result thereof, with respect to the healthcare business operated by the Company, the Company Subsidiaries or Hospice (as such term is defined in the Purchase Agreement) (a “Regulatory Condition”), that is currently pending or arises after the Signing Date, in each case to the extent such Regulatory Condition is consistent in nature, scope and impact on the Company, the Company Subsidiaries, and the Acquired Business, taken as a whole, with Regulatory Conditions arising and fully resolved from time to time in the conduct of the business of the Company, the Company Subsidiaries, and the Acquired Business on or before December 31, 2009, (6) any acts of terrorism or war or any weather-related event, fire or natural disaster or any escalation thereof, (7) the announcement of the execution of this Agreement or the pendency or consummation of the Transactions, including any Actions, challenges or investigations to the extent relating to this Agreement or the Transactions made or brought by any of the current or former stockholders of the Company or the Seller (on their own behalf or on behalf of the Company or the Seller), (8) the identity of the Company or any of its affiliates as the acquiror of the Acquired Business or any facts or circumstances concerning the Company or any of its affiliates, or (9) compliance with the terms of, the taking of any action required or the failure to take any action prohibited by, the Purchase Agreement or the taking of any action consented to or requested by the Company or (B) any failure by the Acquired Business to meet internal or published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period or a decline in the price or trading volume of the Company Common Stock (as such term is defined in the Purchase Agreement) (provided that, except as otherwise provided in this definition, the underlying causes of such failure or decline may be taken into account in determining whether there is a Combined Material Adverse Effect).

The Commitment Parties hereby acknowledge and agree that the Purchase Agreement is in form and substance satisfactory to the Commitment Parties.

(iii) There shall be no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of, the Company, the Acquired Business or any of its or their respective subsidiaries being offered, placed or arranged (other than the Facilities and the Senior Notes or any indebtedness of the Company and its subsidiaries permitted to be incurred pursuant to the Purchase Agreement) without the prior written consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities or the offering of the Senior Notes.

(iv) The execution and delivery of the Financing Documentation, which is subject to an agreement to negotiate in good faith by the parties hereto in a manner consistent with the Commitment Letter, shall contain only those conditions to borrowing, representations, warranties, covenants and events of default expressly set forth in the Summaries of Terms (subject to “flex” provisions of the Fee Letter), together with other bank and bridge loan terms and provisions mutually agreed to be reasonable and customary for financings of these types.

Annex III-2

(v) Each of the Senior Administrative Agent and the Bridge Administrative Agent, as applicable, shall have received (a) customary opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Financing Documentation applicable to the Facilities, no conflicts with other material agreements, and, in the case of the Senior Credit Facilities, creation and perfection of the liens granted thereunder on the Collateral) and of appropriate local counsel and customary evidence of authorization, customary officer’s certificates and good standing certificates (to the extent applicable), (b) a solvency certificate of the Borrower’s chief financial officer (certifying that, after giving effect to the Transaction, the Borrower and its subsidiaries on a consolidated basis are solvent) attached hereto as Exhibit A, and (c) customary endorsements naming the Senior Administrative Agent, on behalf of the Senior Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming part of the Collateral.

(vi) In the case of the Senior Credit Facilities, subject in all respects to the Certain Funds Provisions, all documents and instruments required to create and perfect the Senior Administrative Agent’s security interest in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing.

(vii) Each applicable Administrative Agent and Lead Arranger shall have received all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing by such Administrative Agent or Lead Arranger at least 10 days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(vii) Each of the Administrative Agents shall have received (a) audited consolidated balance sheets of the Company and the Acquired Business, respectively, and the related statements of income, changes in equity and cash flows of the Company and the Acquired Business, respectively, for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Acquired Business, respectively, for each subsequent fiscal quarter after December 31, 2009 ended at least 45 days before the Closing Date.

(viii) Each of the Administrative Agents shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); provided that such pro forma financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1; provided, further, that the pro forma financial statements delivered pursuant to clause (a) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions are reasonable in light of the then existing conditions, and, in the case of each of this and the immediately preceding provisos, the chief financial officer of the Borrower shall have provided to each of the Administrative Agents a written certification to that effect.

Annex III-3

(ix) With respect to the Bridge Facility, you shall have provided the Investment Banks with (i) a completed customary preliminary offering memorandum suitable for use in a customary “high yield road show” relating to the Senior Notes and in customary form for offering memoranda used in Rule 144A offerings, including discussion of the Borrower, financial statements, pro forma financial statements and other financial data of the type and form customarily included in offering memoranda (other than consolidating and other financial statements and data with respect to guarantor and non-guarantor subsidiaries, and without giving effect to the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A), and all other data that would be necessary for the Investment Banks to receive customary “comfort” (including customary negative assurance) from independent accountants in connection with the offering of the Senior Notes; provided that this condition shall be deemed satisfied if such offering memorandum excludes sections that would customarily be provided by the Investment Banks, but is otherwise complete, and (ii) drafts of customary comfort letters by auditors of the Acquired Business and the Company which such auditors are prepared to issue upon completion of customary procedures, each in form and substance customary for high yield debt securities offerings.

(x) With respect to the Bridge Facility, the Borrower shall have engaged one or more Investment Banks satisfactory to the Joint Bridge Lead Arrangers to sell or privately place the Senior Notes. The Investment Banks shall have been afforded a period of at least 30 consecutive days following the satisfaction of the condition set forth in paragraph (ix) above to seek to offer and sell or privately place the Senior Notes with qualified purchasers thereof, which shall in no event include any days between August 23, 2010 and September 5, 2010.

(xi) All fees required to be paid pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter shall, upon the initial borrowing under the Senior Credit Facilities, have been paid on the Closing Date (which amounts may be offset against the proceeds of the Senior Credit Facilities).

(xii) After giving effect to the consummation of the Transaction, the Borrower and its subsidiaries shall have no outstanding preferred equity, debt for borrowed money or capitalized lease obligations, except for (i) debt for borrowed money incurred pursuant to (x) the Senior Notes and/or the Bridge Facility and (y) the Senior Credit Facilities and (ii) such other existing debt for borrowed money and capitalized lease obligations in an aggregate amount not to exceed an amount to be agreed.

Annex III-4

EXHIBIT A

[Form of]

SOLVENCY CERTIFICATE

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section [    ] of the Credit Agreement, dated as of [                    ] (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among [                    ] (the “Borrower”), Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Capitalized terms used herein without definition have the same meanings as in the Credit Agreement.

I hereby certify on behalf of the Loan Parties as follows:

1. I am the duly qualified and acting Chief Financial Officer of the Borrower and in such capacity am a senior financial officer with responsibility for the management of the financial affairs of the Borrower and the preparation of consolidated financial statements of the Borrower and its subsidiaries. I acted on behalf of the Borrower in connection with the negotiation and execution of the Credit Agreement, the other Loan Documents and each other document relating to the Transaction. In connection with the following certifications, I have reviewed the financial statements of the Borrower and its subsidiaries.

2. I have carefully reviewed the contents of this Certificate, and I have conferred with counsel for the Borrower for the purpose of discussing the meaning of its contents and the purpose for which it is to be used. I have made such investigations and inquiries as I have deemed to be reasonably necessary and prudent, and have reviewed the Credit Agreement, the other Loan Documents and each other document relating to the Transaction. I am providing this certificate solely in my capacity as an officer of the Borrower and not individually.

3. The fair value of the assets of the Company (as used herein “Company” means the Borrower and the Guarantors on a consolidated basis) is not as of the date hereof, nor will it be after giving effect to the Transaction, less than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).

4. On the date hereof before and after giving effect to the Transaction, the present fair salable value of the assets of the Company is greater as of the date hereof than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).

5. The Company is not incurring, and does not intend to incur, debts or liabilities beyond the Company’s ability to pay such debts and liabilities as they mature.

6. The Company is not, and after giving effect to the Transaction will not be, left with property remaining in its hands constituting “unreasonably small capital.” I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the businesses conducted or anticipated to be conducted by the Company in light of the projected financial statements and available credit capacity.

Exhibit A-1

[Signature Page Follows]

Exhibit A-2

IN WITNESS WHEREOF, I have hereunto set my hand this [    ]th day of [            ].

Exhibit A-3