RSCR Res-Care, Inc. (MM)

ResCare, Inc. ("ResCare") (Nasdaq:RSCR) today announced the expiration of the consent payment deadline for its previously announced cash tender offer for any and all of its outstanding 7 3/4% Senior Notes due 2013 (the "Notes") and the related consent solicitation (the "Offer") as of 5:00 p.m., New York City time, on December 21, 2010 (the "Consent Payment Deadline"). As of the Consent Payment Deadline, a total of $120,046,000 of Notes, representing approximately 80.0% of the outstanding Notes, have been validly tendered and not withdrawn pursuant to the Offer to Purchase and Consent Solicitation Statement dated December 6, 2010 (the "Offer to Purchase"). ResCare made payment in respect of the tendered Notes today (the "Initial Payment Date").

ResCare also announced the execution of the supplemental indenture (the "Supplemental Indenture") related to its previously announced consent solicitations (the "Consent Solicitations") for amendments to the Notes and the indenture governing the Notes (the "Indenture"). The Supplemental Indenture was executed after receipt of consents from the holders of a majority in principal amount of the Notes. The amendments eliminate substantially all of the restrictive covenants and certain events of default from the Indenture governing the Notes and have become operative.

As described in the Offer to Purchase, Holders who validly tender their Notes after the Consent Payment Deadline and prior to 11:59 p.m., New York City time, on January 4, 2011, unless extended (the "Expiration Time") will be eligible to receive an amount, paid in cash, equal to $991.88 for each $1,000 of Notes plus accrued and unpaid interest to but excluding the final payment date for the Offer. 

As contemplated by the Offer to Purchase, ResCare further announced that it has called for redemption on January 21, 2011 (the "Redemption Date") all Notes not accepted for payment in the Offer (the "Redeemed Notes"). On the Redemption Date, the redemption price of $1,019.38 per $1,000 principal amount of the Redeemed Notes provided in the Indenture governing the Notes will become due and payable together with accrued and unpaid interest to the Redemption Date in an amount equal to $20.45 per $1,000 principal amount of the Redeemed Notes. The Redeemed Notes must be surrendered at the office of the trustee for holders of the Notes to collect the redemption price.

J.P. Morgan Securities LLC and BofA Merrill Lynch are the Dealer Managers for the Offer. The depositary is Computershare Trust Company, N.A., and the information agent is Georgeson Inc. Questions or requests for assistance may be directed to J.P. Morgan Securities LLC at (212) 270-1200 (collect) or (800) 245-8812 (toll free), or to BofA Merrill Lynch at (980) 388-9217 (collect) or (888) 292-0070 (toll free), or to Georgeson Inc. at (866) 203-9357.

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to buy the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement that ResCare distributed to holders of the Notes. The tender offer and consent solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by J.P. Morgan Securities LLC and BofA Merrill Lynch or one or more registered brokers or dealers on behalf of ResCare.

About ResCare

ResCare, founded in 1974, offers services to some 60,000 people in 41 states, Washington, DC, Puerto Rico and certain international locations. ResCare is a human services company that provides residential, therapeutic, job training and educational supports to people with developmental or other disabilities, to elderly people who need in-home care, to youths with special needs and to adults who are experiencing barriers to employment. The Company is based in Louisville, Kentucky.

The Company from time to time makes forward-looking statements in its public disclosures, including statements relating to revenues that might be expected from new or acquired programs and facilities, other statements regarding development and acquisition activities, statements regarding reimbursement under federal and state programs and statements regarding various trends favoring downsizing, deinstitutionalization and privatization of government programs. These statements include, but are not limited to, statements relating to the offering of the Notes and the anticipated use of proceeds therefrom. In the Company's filings under the federal securities laws, including its annual, periodic and current reports, the Company identifies important factors that could cause the Company's results to differ materially from those contained in such forward-looking statements. Please refer to those disclosures.

This press release is not an offer to purchase or a solicitation of an offer to sell securities, including the Notes.

CONTACT:  ResCare, Inc.
          David W. Miles, Chief Financial Officer
          502-394-2137