RSCR Res-Care, Inc. (MM)

ResCare, Inc. (Nasdaq:RSCR) today commenced a tender offer to purchase for cash any and all of its outstanding 7 3/4% Senior Notes due 2013 (the "Notes"), as well as a related consent solicitation (the "Offer") to amend the Notes and the indenture pursuant to which they were issued. The consent solicitation will expire at 5:00 p.m., New York City time, on Friday, December 17, 2010, unless extended (the "Consent Payment Deadline"). Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on Friday, December 17, 2010, unless extended (the "Withdrawal Deadline"). The tender offer will expire at 11:59 p.m., New York City time, on Tuesday, January 4, 2011, unless extended (the "Expiration Time").

The total consideration for each $1,000 principal amount of Notes validly tendered on or before the Consent Payment Deadline pursuant to the Offer will be equal to $1,021.88, plus accrued and unpaid interest from the last interest payment date to, but not including, the applicable date of payment (the "Total Consideration"). The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of the Notes for which Notes have been tendered and consents have been validly delivered on or prior to the Consent Payment Deadline (the "Consent Payment"). The Offer contemplates an early settlement option, so that holders whose Notes are validly tendered before the Consent Payment Deadline and accepted for purchase could receive payment as early as December 20, 2010. Holders who validly tender their Notes after the Consent Payment Deadline but before the Expiration Time will be eligible to receive only the Tender Consideration, which equals the Total Consideration less the Consent Payment. The Company may, at any time, extend the Consent Payment Deadline, the Withdrawal Deadline or the Expiration Time, or amend or terminate the tender offer and consent solicitation.

Holders who validly tender their Notes will also be consenting to proposed amendments to the indenture governing the Notes that would eliminate certain restrictive covenants and other provisions. Following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, ResCare will execute a supplemental indenture effecting the proposed amendments, which would only become operative when the tendered Notes are accepted for purchase. The consummation of the tender is subject to the satisfaction or waiver of certain conditions, including receipt of requisite consents to the proposed amendments to the indenture, ResCare's consummation of certain refinancing transactions, and other customary conditions. Holders may not tender their Notes without also delivering consents or deliver consents without also tendering their Notes. 

J.P. Morgan Securities LLC and BofA Merrill Lynch are the Dealer Managers for the tender offer and the consent solicitation. 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 (Telephone: (212) 834-2046 (collect) or (800) 245-8812 (toll free)) or to BofA Merrill Lynch (Telephone: (980) 388-9217 (collect) or (888) 292-0070 (toll free)) or to Georgeson Inc. (telephone: (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 is distributing 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 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 service 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. More information about ResCare is available on the Company's web site at http://www.rescare.com.

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. 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. 

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